Shmuel Gerber

Why do you think the meeting happened already?

Robert's Rules has no definition of past president or immediate past president. Any "wiggle room" regarding the officer positions would have to be stated in your bylaws.

No. But the result has to be announced at a meeting of the voting body, with a quorum present, before it adjourns and dissolves.

The bylaws should not state that, because it is an incoherent statement. I assume the idea is that the executive director is ex officio a member of all committees. If this executive committee is subordinate to the executive board, then any provision relating to committees of the organization would be extremely unlikely to apply. But even if the "executive committee" is what your organization's executive board is called, I agree that it is not generally considered to fall under the category of committees. However, we cannot interpret your bylaws for you on this forum (especially since we haven't even seen what they actually say).

Robert's Rules does not define the term "majority of the whole board." The closest term defined is "majority of the entire membership." So even if this text you found is applicable, we still don't know whether this term is defined elsewhere to mean something else.

True. However, RONR does contemplate brief, informal discussion at the time the notice is given: "When notice of a bylaw amendment is given in open meeting, it cannot be considered at that time, except to be discussed informally and briefly at the discretion of the presiding officer (see also 43:31–34)." (57:14)

If these draft standards are currently being held for discussion inside a board or committee, then it may be relevant to point out that the secrecy of such work is often established by custom rather than by rule. RONR 12 states, "A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so." And a highly authoritative parliamentary manual, no longer current,* stated, "In most organizations … , by practice or sometimes by rule, membership meetings are open to the public, but board or committee meetings are customarily held in executive session." *OK, it was RONR (10th ed.)

Nonsense. You were right to refuse, and you would be right to forget about the minutes of the reconvened "meeting", which was not a legitimate meeting at all. You need to have a special meeting, or perhaps these bank authorizations are something that could be approved by a meeting of the executive board, if there is one. In the meantime, I would suggest asking whether there is anyone willing to pay the bills from personal funds, with the expectation of being reimbursed once the corporate funds are freed up. When this mess is all cleaned up, you then might want to look into getting a new chairman.

Well, that explains why Mr. Elsman gave you the advice of considering each item separately. My point was that, if I understand the facts correctly, if the proposed bond is explicitly for the purpose of financing a specific appropriation, then a motion to issue the bond cannot be considered independently of the appropriation. Either the appropriation needs to have been approved before the bond is authorized, or the approval of both items needs to be done by a single motion. Such a motion would not be divisible, because if the appropriation were to be rejected, then the bond authorization would not be possible. You've described the following procedure: < There is a motion to suspend the rules and combine the two items for voting purposes. It passes, often by unanimous consent (the minority that considers the bonding independently is often less than 5% of the membership). The first item is moved. Committee reports and debate come up for the first item, although often include the second item, including any amendments. Then reports & debate for the second item, including any amendments. Vote on the "combined items". > I don't see this resembling anything described in RONR, and I think that a motion "to suspend the rules and combine the two items for voting purposes" does not sufficiently describe this procedure (which I admit I do not understand) as to make it a proper motion. It seems to me that what the assembly really wants is to consider seriatim a single two-part motion -- one part to make the appropriation and the second part to finance it with a bond issue. Each part would be debated and amended in turn (see section 28 of RONR). Whoever thinks that part two is less advisable to adopt than part one could move and vote for an amendment to strike out part two, as stated in 27:9. Then, when the vote is finally taken on the main motion, it will already be known whether or not a bond is to be issued to finance the appropriation.

It might help if you could quote in full, rather than paraphrase, what the bylaws say about the different classes of membership.

If those include feeding time, nap time, and play time, I think the infants are the true believers. 😀

RONR does not say so. However, I suspect that the bylaws may contain requirements that some such persons are unlikely to be able to fulfill, such as the payment of dues or the filling of a membership application. I also suspect that some such persons would not be able to comport themselves within the rules of meeting decorum as required by RONR (although others within these age groups might actually be able to raise the average level of decorum at the meetings with their participation). There may also be legal rules and principles involved, which we cannot advise you about on this forum.

And before the ballots can be counted, they need to be cast — but Robert anticipated that as well (45:6): "When a vote is being taken, no interruption is permitted from the time that any member has actually voted until all have presumably voted, unless as sometimes occurs in ballot voting, other business is being transacted during voting."

I don't see how a motion to authorize a bond to pay for a specific appropriation can exist independently from a motion making the appropriation. Obviously the adoption of the former can only occur after, or at the same time as, the adoption of the latter. It seems perfectly appropriate to me to offer both items as a single motion, without suspending the rules, and such a motion would not be divisible.

I think it may be helpful to start with the premise (which is true) that rules in the bylaws may not be suspended unless the bylaws provide for such suspension or the rule is in the nature of a rule of order that could otherwise be suspended. Even if the assembly deemed this rule as one that could be suspended, that doesn't mean the board or its members have any say in the matter. The analogy that comes to mind is a bylaws provision that sets the quorum requirement for the board; the board members cannot waive that requirement. These bylaws require that an amendment cannot be adopted unless the board has been notified of it; the board has not been given any right to waive this requirement.

What specific rules in RONR would you refer to in support of such a ruling?

Interrupting a member who has the floor means speaking at any time when the member has the floor.

Although I suppose that arguments could plausibly be made, if the position is not an office or is not defined in the bylaws (two separate arguments here), that a special rule of order would be sufficient to permit votes cast for someone who is no longer a nominee to be counted as illegal votes, overriding the rule in 46:2. I'm not saying I agree with such arguments, just that they may be plausible.

If I recall correctly, this footnote was not intended to introduce any new rule, but rather to state the consequences of the existing rules, including the rule in 46:2 that states members are always free to vote on a ballot for any eligible person. RONR itself has no rule stating that low-ranking candidates are removed from a ballot on subsequent rounds when electing a committee, so I don't see how a different rule than what is said in the footnote could apply.

An annual membership meeting is a meeting of the members. It is not a board meeting at which members are invited to participate. I don't understand this question. Either no one is elected and the election has to be redone, or possibly it can be considered that the six who got the most votes (and a majority) are elected. As I said before, in my opinion the only way anyone could be considered elected is if allowing members to vote for seven could not have affected the outcome (by affecting the standing of candidates who were not declared elected), which I'm not sure is mathematically possible. Perhaps it would help if you posted the complete tellers' report (not using the candidates' real names).

We cannot tell you on this forum whether or how Nevada state law affects voting in your HOA. As far as the rules in Robert's Rules of Order are concerned, votes may be taken in executive session. See https://robertsrules.com/frequently-asked-questions/#faqs FAQ 17, "Can votes be taken in an executive session?"

According to RONR, if the election were conducted properly, only those who receive a majority of the nonblank ballots cast are elected. If more candidates receive a majority than the number of positions available, then those with the most votes are elected, but only those who receive a majority. However, some state corporation codes may prescribe that elections be done by plurality. So you really need to find out what the correct rule is for your organization's elections. For this particular election, which was conducted improperly, I would say that a new election needs to take place unless it can be mathematically proven that the ability to cast seven votes did not affect who would have been elected if only six votes had been allowed. In any event, this needs to be worked out at a meeting, by a point of order and ruling by the chair, subject to appeal. And since your organization apparently has members, I would want to know why the election took place at a board meeting rather than a membership meeting.

How was the vote conducted? If it was by ballot, what were the instructions on the ballot? And what vote do the bylaws require for election (majority or plurality)?

I don't think you've told us what the requirement is for amending the bylaws.

We cannot provide legal advice on this forum.