CONSTITUTION OF THE REPUBLICAN PARTY OF CLERMONT COUNTY, OHIO

Adopted: March 16, 1988 Effective: May 3, 1988
Modified: October 18, 1995 Effective: November 30, 1995
Modified: May 18, 2005 Effective: January 1, 2006
Modified: May 18, 2011 Effective: June 15, 2011
Modified: June 15, 2015 Effective: September 16, 2015
Modified: April 20, 2016 Effective: November 16, 2016

The duly-elected members of the Clermont County Republican Central Committee, in accordance with the statutes of the State of Ohio, hereby make, ordain, and establish the Constitution of the Republican Party of Clermont County, Ohio.

ARTICLE I

Purpose

The purpose of The Clermont County Republican Party is to cultivate, identify, support, and elect principled and capable Republican conservatives to local, state, and federal elected offices, with consideration given to the principles of the Republican Party as enunciated by the National, State, and County Committees of our Party.

ARTICLE II

Central Committee

Section 1 – Organization

(A) The Clermont County Republican Central Committee (hereinafter “Republican Central Committee”) shall consist of the duly elected “committeemen” – one from each precinct in Clermont County – for a term of four (4) years. The word “committeeman” shall be interpreted to include “committeewoman” and the plurals thereof.

The Republican Central Committee shall also consist of those persons duly appointed by the elected members to fill any vacancy in any precinct in Clermont County, Ohio, in accordance with the laws of the State of Ohio and this Constitution.

(B) Not earlier than six (6) days nor later than fifteen (15) days following the declaration by the board of election of the results of the election of committeemen, the chairman of the outgoing Republican Central Committee shall call a meeting of the newly-elected committeemen and shall act as chairman of such meeting with the secretary of the outgoing Republican Central Committee acting as the secretary of such called meeting. Notice of such meeting, giving the place and time, shall be sent to each committeeman-elect by the retiring secretary of the Committee by mail at least 5 days prior to such meeting.

(C) At the reorganization meeting, a quorum of the newly elected members shall be at least thirty percent (30%) of said newly elected members, or as otherwise provided by the laws of the State of Ohio.

(D) At the reorganization meeting, following the election of chairman and vice-chairman of the Party (see Article III, Section 1), the newly elected Republican Central Committee shall, by secret ballot, elect a chairman, vice-chairman, secretary, and treasurer of the Central Committee. All officers elected at this time shall be duly elected members of the Republican Central Committee. The secretary shall forthwith, upon election of such officers, comply with Section 3517.06 of the Revised Code of the State of Ohio.

(E) Such officers shall serve until their successors are elected by the Republican Central Committee in accordance with Section 3517.05 of the Revised Code of the State of Ohio and this Constitution.

(F) All Republican Central Committee records and treasurer’s accounts shall be turned over to the newly-elected officers of the Republican Central Committee within thirty (30) days after said election. The treasurer’s accounts shall be audited within this thirty (30) day period. The newly-elected treasurer shall comply with all applicable reporting requirements set forth in the Revised Code of the State of Ohio.

(G) Beginning with the first meeting after the reorganization meeting, appointments may be made to fill vacancies or previously accepted vacancies at the next regularly scheduled Central Committee meeting. The Republican Central Committee shall fill the vacancy for the unexpired term by a majority vote of the members present. Any individual who wants to be considered for appointment, and who resides within the precinct in which the vacancy exists, shall personally appear before a regularly scheduled Republican Central Committee meeting and request the appointment. The individual(s) must provide their qualifications to be considered for the position. If the executive from that township does not have a nominee who resides in that precinct to fill the vacancy, and the person who has appeared is qualified, then a vote will be taken. The appointment will be made if the candidate receives a majority vote of the members present. If the executive does have a nominee who resides in the vacant precinct, but that nominee could not personally be present for that regularly scheduled meeting, the executive may request the vote be postponed until the next regularly scheduled meeting. At the next meeting, the executive’s nominee must personally appear to be considered for a vote to fill the vacancy in their precinct. If they do not appear, a vote can be taken regarding the first qualified individuals who were seeking the appointment, whether they are in attendance or not, having previously met the requirement of personally appearing before the Central Committee.If no qualified individual who resides in the vacant precinct seeks the position, an individual who resides in another precinct within the same township may be considered for the appointment. Such individual shall appear before the Central Committee at a regularly scheduled meeting, establish his or her qualifications, and receive a majority of the votes of the members present in order to be granted the appointment. In any event, a qualified person who lives in the vacant precinct shall be appointed over a qualified person who does not live in the vacant precinct. The appointee shall retain the position until the next election.

(H) The treasurer will be responsible for all funds of the Republican Central Committee and shall keep accounts of such funds and receipts and disbursements; and the treasurer shall also be designated as treasurer of the Executive Committee. The treasurer shall be bonded in an amount determined by the Executive Committee.

(I) The secretary shall keep an accurate record of the proceedings of the Republican Central Committee, which shall be open for inspection by any lawful member of said committee, atall reasonable times; and the secretary shall also be designated as secretary of the Executive Committee. The secretary shall also provide a copy of the minutes to the chairman and treasurer (and to members of the Executive Committee, if requested) priorto the next regularly scheduled meeting of the Republican Central Committee.

(J) After the Republican Central Committee is duly organized as herein provided, a quorum of said committee shall consist of thirty percent (30%) of the current membership of said Republican Central Committee. Notices of all meetings of the Republican Central Committee shall be mailed to the last known address of each committee member appearing on the records of the secretary at least five (5) days prior to any called or regular meeting. Each committee member shall promptly notify the secretary of any change of address.

(K) The chairman of the Republican Central Committee may appoint such Ad Hoc committees as may be deemed necessary from time to time. The chairman shall serve as an ex-officio member of each such committee. The chairman of a committee appointed by the Republican Central Committee or Executive Committee must be a member of the Republican Central Committee.

(L) Any officer of the Central Committee may be removed as an officer for just cause by the affirmative vote of two-thirds (2/3) of the members of the Central Committee present and voting – a quorum being present. Just cause will be considered any violation of the oath of office (See Appendix A) taken by the officer. For any action to remove an officer of either the Central or Executive Committee, a special meeting shall be called by a majority vote of the Executive Committee. Written notice of said special meeting and the purpose thereof shall be given to each member of the Executive Committee at least five (5) days in advance of such meeting. The officer subject to removal shall be provided written notice by certified mail, return receipt requested, mailed to his/her last known place of residence, ten (10) days prior to a special meeting called before the Executive Committee. He/she may provide a rebuttal to the alleged violation. If the Executive Committee determines a violation has occurred, the recommendation of removal from office shall be brought before the Central Committee for a vote.

Section 2 – Meetings

(A) The method of scheduling regular meetings shall be determined and voted upon by a majority of those present at a Republican Central Committee meeting.

(B) The chairman of the Central Committee, or vicechairman in the absence of the chairman, shall preside at all meetings of the Republican Central Committee, except meetings called by the members themselves, as provided hereafter, at which one of the members shall preside. In the absence of the chairman and vice-chairman at the regular meeting, those present shall agree upon one of the members to preside. The rules of order for meetings of the Central Committee shall be Robert’s Rules of Order, Newly Revised, insofar as those rules do not conflict with the provisions of the Ohio Revised Code or these By-laws.

(C) Special meetings of the Republican Central Committee may be called by the chairman, or vice-chairman in the absence of the chairman, and notice of such meeting shall be mailed to the last known address of all Committee members in the records of the secretary, at least five (5) days before the date thereof, stating the time, place and purpose of such meeting, and no other business shall be conducted at such special meeting.

(D) An emergency meeting may be called by the chairman, or vice-chairman in the absence of the chairman, provided at least two (2) members from each township are personally notified, one (1) of whom shall be the township executive or township viceexecutive, and it shall be the duty of those two members to notify the other members of their township precinct committee of the emergency meeting. Notification shall state the time, place, and purpose of such emergency meeting, and no other business shall be conducted at such emergency meeting. The quorum required at such emergency meeting shall remain the same as set forth in Article II, Section 1, Paragraph J.

(E) Upon refusal or failure of the chairman or vice chairman of the Republican Central Committee to call regular meetings, said meetings may be called by written notice, signed by thirty percent (30%) of the Republican Central Committee, which number must include signatures from a majority of the townships, deposited with the secretary, and notice of such meeting shall be mailed to the last known address of each committee member, appearing in the records of the secretary, by the secretary, at least five (5) days before the date thereof, stating the time and place of such meeting, and the names of the committee members calling the meeting.

(F) Proxy votes are not to be honored in either the Republican Central Committee or the Executive Committee at any time for any purpose.

ARTICLE III

Executive Committee

Section 1 – Organization

(A) The Clermont County Republican Party Executive Committee, as provided for in Section 3517.03 of the Revised Code of the State of Ohio, shall consist of one (1) duly elected executive, or vice-executive in the absence of the executive, from each township. Each such member shall be a member of the Republican Central Committee.

(B) Members of the Executive Committee shall serve until the first meeting of the newly-elected Republican Central Committee following the subsequent election of new committeemen. A vacancy shall automatically be declared when an executive moves from his or her township, dies, or resigns.

(C) In the event the Central Committeemen of any township fail to elect an executive and/or vice-executive prior to the reorganization meeting of the Executive Committee or within thirty (30) days of a vacancy arising in the office of executive or vice-executive, then such election shall be made by a majority of the Executive Committee.

(D) At the time of the reorganization meeting of the newly-elected Republican Central Committee as provided in Article II, Section 1 of this Constitution, the Republican Central Committee shall first elect a chairman and vice-chairman of the Clermont County Republican Party. The chairman and vice chairman of the Republican Party shall also serve as chairman and vice-chairman of the Executive Committee. The chairman, and the vice-chairman in his absence, shall preside over the meetings of the Executive Committee. The secretary and treasurer of the Republican Central Committee shall also serve as the secretary and treasurer of the Executive Committee. All officers shall be elected by secret ballot.

(E) The Executive Committee may elect such officers as it may deem necessary, who shall serve until the first meeting of the Executive Committee following the subsequent election of committeemen.

(F) The Executive Committee may appoint such Ad Hoc committees as necessary, which shall serve in a temporary position to accomplish their stated objectives. The chairman of the Executive Committee shall be an ex-officio member of all committees of the Executive Committee as may be established. The chairman of a committee appointed by the Republican Central Committee or Executive Committee must be a member of the Republican Central Committee.

(G) The chairman may appoint an executive assistant, with the advice and consent of the Executive Committee, who shallhave such duties as the chairman shall prescribe.

(H) The Executive Committee may promote, organize, and charter such Republican clubs as said committee shall deem necessary in promoting the Republican Party in Clermont County, and the Executive Committee may, by a majority vote, revoke the charter of any club which the Committee determines is not promoting the welfare of the Republican Party.

(I) The Executive Committee shall conduct and administer all duties pertaining to political campaigns, party headquarters, and party publications, including news releases, which shall be issued in the name of the chairman, or in the absence of the chairman, the vice-chairman. The chairman, or in his or her absence, the vice-chairman, shall at all times be the official spokesperson for the Clermont County Republican Party. The Executive Committee may appoint a county campaign chairman, in furtherance of the campaign, and said campaign chairman or chairwoman shall be responsible to the Executive Committee.

(J) The decision to endorse any candidate shall be made according to the Endorsement Policy adopted by the Clermont County Republican Central Committee on September 16, 2015.

(K) The Executive Committee shall establish the platform, subject to ratification by the Republican Central Committee, upon which said Party candidates agree to run.

(L) The Executive Committee shall receive and disburse all funds. Receipts and expenditures shall be audited annually by a committee appointed by the chairman of the Republican Central Committee. All Party financial activities, for whatever purpose, shall be approved by the Executive Committee and within sixty (60) days after completion of the activity, a full financial report must be made to the Executive and Central Committees. Complete records of receipts and expenditures shall be turned over to the treasurer to become part of the treasurer’s records.

(M) The Executive Committee shall designate the depositories of the funds of the Party and shall decide whether disbursement of such funds shall be made upon the signature of the treasurer alone, or co-signed by the treasurer and some other designated member of the Executive Committee. The treasurer shall be bonded in an amount determined by the Executive Committee.

(N) The Executive Committee shall have a quorum when there are eight (8) members present.

(O) Any officer of the Executive Committee may be removed as an officer for just cause following the procedure defined in Article II, Section 1,Paragraph L.

Section 2 – Meetings

(A) Meetings of the Executive Committee may be called by the chairman, vice-chairman, or on written demand by any four (4) members of said Committee. Due notice of said meeting shall be given to all members thereof at least five (5) days in advance, by the secretary, or other committee member in the event the secretary fails or neglects to do so, mailing the notice to the last known address as shown on the record of the secretary.

(B) The proceedings of the Executive Committee shall be kept by the secretary and shall be open for inspection by any Central Committee or Executive Committee member at all reasonable times. All meetings shall be conducted in accordance with parliamentary rules as may from time to time be adopted bythe Executive Committee.

(C) Proxy votes are not to be honored in either the Republican Central Committee or the Executive Committee at any time for any purpose. However, in the absence of a township executive, the vice-executive shall be permitted to vote in his or her stead.

ARTICLE IV

Filling Vacancies

Section 1

(A) In the event a vacancy in the office of County Commissioner, Prosecuting Attorney, County Auditor, County Treasurer, Sheriff, County Recorder, County Engineer, County Clerk of Courts, or Coroner occurs under circumstances which permit the selection of a successor by the Republican Central Committee under Section 305.02 of the Revised Code of the State of Ohio, the Executive Committee shall act as a screening committee whose purpose shall be to interview those persons interested in such appointments, and recommend to the Republican Central Committee that person or persons who possess the necessary qualifications for the vacant position. The screening committee’s recommendations are intended to provide assistance and guidance to the Republican Central Committee and in no event shall such recommendations restrict the ability of the Republican Central Committee, by majority vote, to appoint any person to such vacancy.

(B) In the event of a vacancy in the Ohio General Assembly, the vacancy shall be filled in accordance with Article II, Section 11 of the Ohio Constitution. If a recommendation for a qualified candidate is sought by either the House of Representatives or Senate, the screening committee shall consist of Executive Committee Members who reside in the district where the vacancy exists and the Party chairman. The screening committee’s recommendations are intended to provide assistance to the Republican Central Committee. The final decision and recommendation to the House or Senate shall be made by a majority vote of the Republican Central Committee members who reside in the district where the vacancy arose.

Section 2

In the event of a vacancy in any division of the Clermont County Court of Common Pleas, Municipal Court, or the Twelfth District Court of Appeals, under circumstances which permit the appointment by the Governor of the State of Ohio to fill such vacancy under Article IV, Section 13 of the Constitution of the State of Ohio, and in the further event the Governor requests the recommendation of the Clermont County Republican Party for an appointee to fill the vacancy, the Executive Committee shall act as a screening committee whose purpose it shall be to interview those persons interested in such appointment and recommend to the Republican Central Committee that person or persons who possess the necessary qualifications for the vacant position. Such recommendations are intended to provide assistance and guidance to the Republican Central Committee. The final decision and recommendation to the Governor for such appointment shall be made by a majority vote of the Republican Central Committee.

Section 3

In the event of a vacancy on the Board of Elections, such vacancy shall be filled as set forth in Section 3501.07 of the Revised Code of the State of Ohio.

Section 4

In the event the chairman of the Clermont County Republican Party or the chairman of the Republican Central Committee resigns, or for any other reason vacates the office, the respective vice-chairman shall assume the position of chairman and shall serve in that capacity until the next scheduled meeting of the Republican Central Committee. At that meeting, the Republican Central Committee shall, by secret ballot, elect a new chairman to fill the vacancy; and, if necessary, shall elect a new vice-chairman if a vacancy exists. If any other officer of the Republican Central or Executive Committee resigns, or for any other reason vacates an office, the respective chairman of the Republican Central or Executive Committee may appoint an interim officer to fill such vacancy until the next scheduled meeting of the Republican Central Committee. At that meeting, the Republican Central Committee shall, by secret ballot, elect a person to fill the vacant office.

Section 5

In the event of a vacancy in a precinct committeeman position, an appointment will be made in accordance with Article II, Section 1 (G) of this document.

ARTICLE V

Ratification and Amendment of Constitution

This Constitution shall go into effect immediately upon its approval and adoption, which shall be at a meeting called for that express purpose, and at which no other business may be transacted, and only upon a majority vote of the Republican Central Committeemen present at such meeting. Notice of this meeting shall be given in writing by the secretary of the Republican Central Committee pursuant to the provisions set forth in Article II, Section 1, Paragraph J of this Constitution.

This Constitution may be amended at any time by the Republican Central Committee, provided the text of the proposed amendment has been given in the call of any meeting in which the proposed amendment will be put to a vote of the Republican Central Committee.

** Appendix A **

Oath of Office

I do solemnly swear that I will support the Constitutions of the United States and of the State of Ohio, that I will follow and uphold the Constitution of the Republican Party of Clermont County and any policies or by-laws adopted by the Clermont County Republican Party Central Committee, and that I will perform my duties as an officer of the Clermont County Republican Executive or Central Committee to the best of my ability – so help me, God

Amended Bylaw

Article II Section 2 Meetings

a. The method of scheduling meetings will be determined by majority vote of members present as a Republican CentralCommittee meeting.

1. All required meeting notices will be sent by eitherelectronic notification or US mail.

This Bylaw was adopted on February 20th 2019

Rationale: The word “those” was ambiguous. Therefore it was struck and replaced with“members”. Subsection 1 was added to provide the organization with greater flexibility whensending required notice. This will benefit the organization by increasing operational efficiencyand result in cost savings.

Bylaw Amendment:

The Clermont County Republican Central Committee on August 19, 2020 adopted amending
Article III, Section 2, of the constitution by adding subsection (D)
(D) Emergency meetings of the Executive Committee may be called by the Chairman or Vice5 Chairman. Notice for Emergency Meetings is waived and Electronic Meetings, supported by specialand standing rules of order, are authorized for Emergency Meetings.The committee recommends adding the following standing rule supporting the use ofZoom Technology.

Standing Rule:

1. When an emergency threatens the members’ health, safety, or ability to travel to the noticed meeting, the Executive Committee may hold their meeting electronically. Adopted rulessupporting the approved electronic platform are published as addendum “A” to this document.

Addendum A is attached.

SPECIAL RULES OF ORDER AND STANDING RULES
For Electronic Meetings Using Zoom Technology
Adopted by the Clermont County Republican Central Committee
August 19, 2020

I. Meeting Types

An “Electronic Meeting” as used in these rules means a meeting at which all participants are joined electronically. It is expected that each participant will attend the meeting individually on a computer or device, rather than one being shared by multiple members. Multiple attendees on a single device requires approval of the chair in advance, and maylimit members’ rights. Meetings of the Executive Committee and all special committees are authorized to meet electronically at the direction of their respective chairs, provided that all members have access to the necessary equipment. Notice for electronic meetings will be three days and include the meeting agenda. The quorum for electronic meetings is the same as for regular meetings and must be maintained throughout the meeting. An “Emergency Electronic Meeting “of the Executive Committee may be called by thechair, two elected officers, or two voting members of the committee. Notice for Emergency Electronic Meetings will be two days and include the meeting agenda andany proposed motions related to the emergency.

II. Hardware and Software

Electronic attendance utilizes Zoom technology (www.zoom.us). Participation requires high speed internet access on a computer or device. Audio is provided either through the computer, which requires computer audio capabilities (microphone and speakers – preferably earbuds or a headset), or connection by phone. Video capability is optionaL but encouraged. While tablets and smart phones are acceptable, laptop or desktop computers are preferred, because the screen content can become very small on tablets and phones, and only certain portions of the content can be displayed at a time. Immediate access to email is also a requirement.

III. Sign-In Procedures

A. Prior to meetings, members will receive either a meeting id code or a link to a webpage. Clicking on the link should open a web browser and go directly to the meeting. If it does not do so, or if only the 9-digit meeting id (which is at the end of the link) was distributed, the participant can go to: www.zoom.us, choose “join a meeting,” and enter the id manually.

B. Members must make every effort to sign into the meeting sufficiently in advance of the time of the meeting to enable their connections to be verified and, if necessary, assisted by troubleshooting. The following process will be followed in necessary entering meetings:

C. If using a laptop or desktop computer, complete a full “re-boot” just before entering the meeting.

D. Enter the meeting as described in Section III.A. If prompted, download Zoom software and choose to run or install. If prompted, enter your name and choose to enter the meeting. Members connecting by telephone only must allow time prior to the start of the meeting for the host to enter their name on the participants display screen.

E. Choose the method by which you will connect your audio and follow the prompts on the screen. If connecting by computer, check your speakers and microphone to ensure that you can hear and be heard.

F. Mute your microphone when you are not speaking (on a computer, click on the microphone icon to toggle mute. On a tablet or phone, touch the icon). G. Click
on the webcam icon to activate, if using.

H. On a PC or Mac, click on the “Participants” and “Chat” icons to make those items visible. If a screen share has been initiated and a document is visible in the center of the screen, move the “Participants” and “Chat” windows (by “dragging”) to the side of the screen, so that the document is visible.

IV. Connection Issues

A. Each attendee is responsible for his or her connection to the internet and the meeting room; no action will be invalidated on the grounds that the loss of, or poor quality of, a member’s individual connection prevented him or her from participating in the meeting, provided that at least a quorum of members was connected, present, and adequately able to participate.

B. The chair may cause or direct the temporary disconnection or muting of an attendee’s connection if it is causing undue interference with the electronic meeting. The chair’s decision to do so, which is subject to an undebatable appeal that can be made by any member, will be recorded in the minutes.

C. The chair may rule that any meeting be recessed to allow the meeting room to be reset; upon which ruling the meeting will be ended and a new meeting will be established – with the new meeting id being sent by email to all participants who will then enter the new meeting room.

V. Recognition and Assignment of the Floor

A. To seek recognition by the chair, a member should activate the “raised hand” icon. Upon recognition of a member, that member and any others with raised hands activated will lower them, which may also be accomplished by the facilitator if members do not promptly do so.

B. Another member who claims preference in recognition may thereupon promptly raise (or raise again) his or her hand icon and the chair will recognize the member for the limited purpose of determining whether that member is entitled to prefeence in recognition.

C. Upon being recognized, a member will unmute his or her microphone. Upon yielding the floor, a member must mute his or her microphone.

VI. Interrupting Motions

A. A member who intends to make a motion that under the rules may interrupt a speaker (Point of Order, Appeal from the Ruling of the Chair, etc.) should activate the member’s “No” icon (red X). The member will be recognized to determine the purpose for which he or she is seeking recognition.

B. In the event that a member intends to make an interrupting motion during a vote when the “No” icon is in use to indicate a negative vote, the member may unmute and make the motion orally. A member may also make interrupting motions orally if not immediately recognized by the chair.

VII. Motion Processing

A. A member intending to make a main motion, offer an amendment, or propose instructions to a committee, should immediately after being recognized and assigned the floor, post the motion in writing to the chat window.

B. The secretary is responsible for the display of meeting materials, including all such motions, in the document that is displayed in the shared screen. The secretary will convert motions entered via the chat window into a Word document for deliberation and amendment. The final adopted Word document will be entered in the minutes.

C. When any motion has been stated by the chair, the secretary will copy and paste it into the document, and will be responsible for accurately displaying any proposed amendments under consideration, as well as the final version as adopted or rejected.

VIII. Voting

A. When the chair seeks unanimous consent on a matter, either a raised hand or a “No” icon shall constitute an objection to unanimous consent, and voting will then proceed by another method. Members connected only by telephone will be polled orally by the chair.

B. Voice votes will be taken by means of the “Yes” or “No” icons and will be deemed a Division (not a counted vote). A call for a division will therefore not be in order following such a vote. Members connected only by telephone will be polled orally by the chair.

C. Counted votes, when ordered by the chair or the assembly, will be taken by an additional “Yes” or “No” vote using the icons. D. Members connected only by telephone will be polled orally by the chair. A roll call vote may be ordered by the assembly.

E. No secret ballot votes are in order.

IX. Roles

A. There will be three designated roles with specific duties, any or all of which may be accomplished by one individual, at the discretion of the chair: the host/facilitator, the chair, and the secretary.

B. The host/facilitator will initiate the meeting, and therefore have control of the various features for meeting management such as the ability to manually mute one or more participants and clear status icons (raised hand, Yes, No, etc.).

C. The chair will preside at the meeting. In addition to normal duties, the chair will direct the facilitator and secretary as necessary related to their duties in these rules.

D. The secretary will keep a record of meeting. In addition to normal duties, the secretary will open a document on his or her computer (such as a blank document or the meeting agenda), change the “zoom” level to no more than 85%, and share the document in the meeting via screen share. The secretary will then assist in processing the motion as stated in Section VII. The minutes of electronic meetings may be approved prior to adjournment.

X. Exceptions to the Rules Above

For any member incapable of utilizing the capabilities of Zoom Technology for the purpose of recognition, motion processing, or voting (e.g. member participating by telephone, member serving as host/facilitator, etc.), the chair may permit that member to so participate via audio communication with the chair.