"Members present" and voting rights

[Guest James F.]

The bylaws provide as follows:

• There are 12 voting Board members.
• Quorum for a Board meeting is a simple majority of the voting members.
• A Board member may be removed by a 2/3 vote of the members present.
• The Board member whose removal is being considered has the right to attend and to address the meeting, but does not have the right to vote on their own removal.

Suppose that there is a member whose removal is being considered. My questions:

• What is quorum for such a meeting? Is the member in question counted for the purposes of quorum?
• Does the member in question have the right to vote on procedural motions at the meeting in question?
• How many members must vote in the affirmative for the member to be removed? Does the number of members present include the member in question, if the member does not have the right to vote on their own removal?

[Hieu H. Huynh]

I think it may be a matter of bylaws interpretation, which is up to your organization to do. I would think that a member without the right to vote would not be a "voting member".