Mom

Thank you.

Is there something in RONR which says that directors--outside of board meetings--must refrain from discussing nonconfidential, non-executive session board issues with members of the assembly?

There is nothing in the bylaws or any governing rules (including meeting minutes and resolutions) of our organization that mentions the "certification" of election results. On the other hand, it is both in the bylaws and the board meeting rules that directors must be current on their dues; the bylaws state that they must be current prior to the election being called. They were not current then and are still not current. The other directors in their block who were not up for re-election recently are also not current. Instead of correcting this, they remain recalcitrant.

Thank you to all for your helpful responses. Because the parliamentarian put great emphasis on the tally results being "certified," insisting that certification makes the election result immutable, we are stuck with these two ineligible directors until the next election for their seats (3 years from now). Even the board's attorney deferred to the parliamentarian, saying that the parliamentarian was more of an expert than the attorney when it comes to election rules. The elected directors remain on the board with the support of board members who trust the parliamentarian's authority. It was this same group of board members (including the newly elected incumbents) who would not allow us to view the dues payment history before the election. I'm dumbfounded at their audacity. But now I know that "certification" should not influence the finality of the results. And I also know that we have to change the rules so that eligibility can be verified before the election, preferably by a neutral party. Thank you.

There was general confusion during our election of directors including that two directors may have been ineligible to keep their seats according to our bylaws (nonpayment of dues). We were unable to have this clarified (confirmed or denied by evidence) before the election and the election was held. After the votes were tallied, the parliamentarian said that the tally was certified and these directors were re-elected. When we reviewed due payment histories and confirmed their nonpayment, we were told that the election results were firm because the tally was certified. Is this rule--that certified election results are final--in Robert's Rules because it is not in our Bylaws? The certification was done by two tellers who later told us that they were told to sign the certification document by the parliamentarian without being told of the finality of their certification.

Joshua, The board goes into its executive sessions by the president simply saying that they are, with no motion made or vote taken, then he dismisses all non-director members from the meeting. When the meetings were held by Zoom, non-directors were disconnected. We non-directors did not know when the executive session ended and when and if the rest of the meeting continued. If we tried to "re-enter" Zoom, members were selectively re-connected or ignored. When the meetings were in-person, the board secretary would invite all members still in the vicinity and let us know that the executive session was over.

The board called an executive session (no one voted on this) and decided to sue a member for reasons unknown to the general membership. The Board President frequently demonstrates his personal animosity of that member with ridicule and hostility. The minutes of the executive session reported that the board discussed legal action (the member's name was not disclosed), did not report that the board decided to sue and did not indicate how the vote went. Knowing that the discussion was confidential, how are members supposed to know what happened? Members are now told that we are required to pay the legal tab on behalf of the President's personal vendetta. There is an election coming up and many of us do not want to vote for directors who voted for the suit. Are the minutes of the executive session supposed to record the votes and the general decision? And is general membership allowed to view the minutes of the executive session?

Thank you, Josh.

A couple more questions, please: One of the board's quick decisions was to compensate directors for travel and hotel, but this topic was not on the agenda. I do not recall the agenda being "approved" before or during the meeting. And years ago the membership had a debate about approved agendas which was never resolved. At what point is an agenda considered "approved"? If an agenda is not approved, is it acceptable for motions to come from the floor at a general membership meeting? Thank you.

The board at a general membership meeting and in control of the majority of votes, made a quick decision without allowing other members to discuss or ask questions. The president made the motion, the VP seconded it, the secretary quickly called the vote, and the vote was cast. Because the board was in control of the majority of the votes, the vote passed. Under RONR was this quick process legal?