Accepting resignations to obtain a quorum

[Dan Honemann]

I probably should have said "supposedly has a quorum" or something of that nature. I believe we are actually on the same page. Since an inquorate meeting cannot take action on behalf of the society, the acceptance of the resignation(s) has no effect until it is ratified. Therefore, the acceptance would not have the effect of making a meeting quorate.

Josh, suppose, at a meeting, no quorum is present, but would be present if the Society had one less member. Member A’s resignation, previously submitted in writing, is accepted. Thereafter, additional actions are taken which could not validly be taken in the absence of a quorum.

At the next meeting, at which all members are present, the acceptance of member A’s resignation is ratified. Do the additional actions taken at the previous meeting still need to be ratified in order to be valid?

PS. That smiley face isn't intended to suggest an answer one way or the other.

[George Mervosh]

Josh, suppose, at a meeting, no quorum is present, but would be present if the Society had one less member. Member A’s resignation, previously submitted in writing, is accepted. Thereafter, additional actions are taken which could not validly be taken in the absence of a quorum.

At the next meeting, at which all members are present, the acceptance of member A’s resignation is ratified. Do the additional actions taken at the previous meeting still need to be ratified in order to be valid?

PS. That smiley face isn't intended to suggest an answer one way or the other.

I'll yield to Josh if he disagrees but if the ratificaiton of member A's resignation is taken up and adopted before someone raises a fuss about the additional actions, I'd say, no.

[J. J.]

Josh, suppose, at a meeting, no quorum is present, but would be present if the Society had one less member. Member A’s resignation, previously submitted in writing, is accepted. Thereafter, additional actions are taken which could not validly be taken in the absence of a quorum.

At the next meeting, at which all members are present, the acceptance of member A’s resignation is ratified. Do the additional actions taken at the previous meeting still need to be ratified in order to be valid?

No.

[Josh Martin]

Josh, suppose, at a meeting, no quorum is present, but would be present if the Society had one less member. Member A’s resignation, previously submitted in writing, is accepted. Thereafter, additional actions are taken which could not validly be taken in the absence of a quorum.

At the next meeting, at which all members are present, the acceptance of member A’s resignation is ratified. Do the additional actions taken at the previous meeting still need to be ratified in order to be valid?

PS. That smiley face isn't intended to suggest an answer one way or the other.

I think I will go with "No."

For the sake of consistency, I suppose this means that I should have said "the acceptance of the resignation(s) has no effect unless it is ratified." If it is ratified, the resignation is valid and effective from the time it was accepted, and this detail may make a difference in unusual situations.

[Dan Honemann]

I think I will go with "No."

For the sake of consistency, I suppose this means that I should have said "the acceptance of the resignation(s) has no effect unless it is ratified." If it is ratified, the resignation is valid and effective from the time it was accepted, and this detail may make a difference in unusual situations.

Well, I don't believe that the adoption of a motion to ratify (or approve or confirm) has any such retroactive effect, but neither do I feel much like doing a lot of typing about it, either.

[Tim Wynn]

Josh, suppose, at a meeting, no quorum is present, but would be present if the Society had one less member. Member A’s resignation, previously submitted in writing, is accepted. Thereafter, additional actions are taken which could not validly be taken in the absence of a quorum.

At the next meeting, at which all members are present, the acceptance of member A’s resignation is ratified. Do the additional actions taken at the previous meeting still need to be ratified in order to be valid?

PS. That smiley face isn't intended to suggest an answer one way or the other.

I say yes. They do need to be ratified in order to be valid.

It would be the same as a motion ratifying a bylaw amendment (to reduce the quorum) that had been invalidly adopted. Ratifying the bylaw amendment would not validate the invalid action that followed it.

An assembly that wants to ratify the acceptance of the resignation should not be burdened by a list of subsequent motions that are tied to the ratification. If the assembly is so inclined, it can ratify any or all of the actions, but I wouldn't say the assembly is obliged to ratify every decision of the inquorate meeting if it ratifies the acceptance of the resignation. Furthermore, the assembly, upon ratifying the acceptance of the resignation, should not be required to take extra steps to prevent the ratification of the subsequent actions.

[Josh Martin]

It would be the same as a motion ratifying a bylaw amendment (to reduce the quorum) that had been invalidly adopted. Ratifying the bylaw amendment would not validate the invalid action that followed it.

An assembly that wants to ratify the acceptance of the resignation should not be burdened by a list of subsequent motions that are tied to the ratification. If the assembly is so inclined, it can ratify any or all of the actions, but I wouldn't say the assembly is obliged to ratify every decision of the inquorate meeting if it ratifies the acceptance of the resignation. Furthermore, the assembly, upon ratifying the acceptance of the resignation, should not be required to take extra steps to prevent the ratification of the subsequent actions.

That explanation cleared it up for me. That will teach me to second-guess what I originally typed.

[Gary Novosielski]

Well, I don't believe that the adoption of a motion to ratify (or approve or confirm) has any such retroactive effect, but neither do I feel much like doing a lot of typing about it, either.

Then of what use is the motion to Ratify?

If it has no retroactive effect to validate the decision at the time it was first (improperly) "adopted", then what justification can there be for deciding to take emergency action in the absence of a quorum, for example? If the effect of the (presumably) ratified motion does not extend back to the action being ratified, there arguably is no appreciable difference between ratifying such an action, over simply doing something without any meeting, even an inquorate one, and then later introducing an original main motion to do the thing that was already done.

Suppose a motion is voted on at an inquorate meeting--one that would have been in order had a quorum been present--but because of, say, a provision in the bylaws becoming effective in the meantime, a change in state law, or some other reason, would not be in order if moved today.

Would a motion to ratify the earlier action be in order? If it has has effect only looking forward, then it would seem not to be, but if it has retroactive effect to the time when such an action was permissible, then it would see to be in order now. In §10 we find:

An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance.

It does not require that the assembly still have that right today. And in this case the assembly would have had the right to authorize the action in advance, but not to authorize it now. That appears to imply that the motion to ratify must, or at least may, have retroactive effect.

[Trina]

In response to Mr. Novosielski's last post, I thought the earlier disagreement in this thread was over whether the ratification of the first action (acceptance of the resignation in Mr. Honemann's example, post #26) automatically led to ratification of all the later actions taken by the meeting after it (erroneously) made itself quorate by accepting the resignation.

I think the flaw in the argument that the ratification should be fully retroactive (i.e. exactly the same as if the action had been valid at the time it was taken) is that you can't practically do that -- there is no time machine available that would make later ratification absolutely identical to the action being valid back at the time it was taken.

An assembly that wants to ratify the acceptance of the resignation should not be burdened by a list of subsequent motions that are tied to the ratification. If the assembly is so inclined, it can ratify any or all of the actions, but I wouldn't say the assembly is obliged to ratify every decision of the inquorate meeting if it ratifies the acceptance of the resignation. Furthermore, the assembly, upon ratifying the acceptance of the resignation, should not be required to take extra steps to prevent the ratification of the subsequent actions.

I find this argument convincing.

[Dan Honemann]

Then of what use is the motion to Ratify?

An easy answer to this is that ratification enables the members who took action without proper authority to escape personal responsibility for having done so.

[Gary Novosielski]

I think the flaw in the argument that the ratification should be fully retroactive (i.e. exactly the same as if the action had been valid at the time it was taken) is that you can't practically do that -- there is no time machine available that would make later ratification absolutely identical to the action being valid back at the time it was taken.

No, I'm not arguing that the effect would (or could) be exactly the same, but just that there is at least an element of retroactive effect in the motion to Ratify

[Trina]

No, I'm not arguing that the effect would (or could) be exactly the same, but just that there is at least an element of retroactive effect in the motion to Ratify

For some reason I thought you were arguing that the latter series of actions would automatically be ratified once the initial action (acceptance of the resignation) was ratified. However, if that is not your claim -- and reading post #33 again, I see that you're not making such a claim -- I see that you're asking a different question entirely.

I agree that there is a retroactive element, in that the members are looking back at what the assembly properly would have had the right to authorize, back at the time the target action was taken.

Then of what use is the motion to Ratify?

If it has no retroactive effect to validate the decision at the time it was first (improperly) "adopted", then what justification can there be for deciding to take emergency action in the absence of a quorum, for example? If the effect of the (presumably) ratified motion does not extend back to the action being ratified, there arguably is no appreciable difference between ratifying such an action, over simply doing something without any meeting, even an inquorate one, and then later introducing an original main motion to do the thing that was already done.

...

Wouldn't the hypothetical original main motion properly include a time reference -- i.e.wouldn't it have to mention the fact that the action had already been carried out in the past? Thus, an accurately phrased main motion would end up being nearly equivalent to a motion to ratify. And, unless I'm mistaken, the motion to ratify can, in fact, be used to put the stamp of approval on something that was done "without any meeting, even an inquorate one" (RONR 11th ed. p. 124 ll. 34-35).