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  1. I'm concerned that RONR 11 has a potentially dangerous loophole with respect to ratifying action taken at a special meeting. From p. 93: "If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124-25) by the organization at a regular meeting (or at another special meeting properly called for that purpose)." By stipulating "a" regular meeting rather than "the next regular meeting at the latest" (or at least specifying that ratification should take place at subsequent special meeting called specifically for that purpose if not as a special order of business at the next regular meeting at the latest, allowing for it to be postponed definitely but disallowing it to be laid on the table such that ratification could ever fall to the ground), what is to keep a majority at a special meeting from abusing the rights of absentees? That actions "must" be ratified seems insufficient, creating an indefinite timeline. Is there no statute of limitations on the motion to ratify (as opposed to the motion to censure)? Or can an organization go on acting as though business conducted outside the scope of a special meeting is valid so long as it is 'eventually' ratified? I'm concerned that organizations which fail to ratify such actions in a timely manner may have several invalidated (i.e., not-yet-validated) actions indefinitely. Avoidance seems permissible by the current language of RONR. And such prolonged neglect seems to violate the rights of absentees.
  2. For consistency and explanatory purposes, it seems like at it would be better for the motions to ratify or censure to be explained under the chapter on incendental motions rather than so cursorily at the end of the chapter on the main motion. In the very least, it seems as though the motions to ratify or censure are different enough from the motion to adopt (e.g., recommendations about action to be taken v. not-yet-validated actions perhaps already taken) that the motions should fall under separate subheadings. I raised more specific questions about the motion to ratify in an earlier post. But it also seems like the motions to ratify or censure deserve a more thorough treatment, if not with form and examples then at least with standard descritpive characteristics. I believe the motion to ratify (as opposed to the motion to censure) should not be allowed to be laid on the table such that it could ever fall to the ground. Actions requiring ratification should not go unratified. They should either be ratified or censured. I also believe the synonym to "approve" for the motion to ratify should be omitted. Otherwise the motion to "approve" (i.e., ratify) could become a conflicting term with the practice of approving minutes, which is not done by a motion. Worse, an organization could become mistaken that approving minutes which might include action in need of ratification, say from a previously held special meeting since the last regular meeting, is somehow tantamount to ratifying such actions. Which is bad.
  3. A parent committee appointed non-members of the committee to its subcommittee. These appointments were never authorized by the assembly (c.f. p. 497, ll. 16-19). If the appointments are ratified by the assembly, does that also, by extension, also ratify all actions done by the subcommittee while the breach was occurring? Or, do the actions taken by the subcommittee also need to be ratified? If no one raises a point of order on the issue of continuing breach in this case, should the parliamentarian point out the error in proceedings?
  4. At a previous meeting, our Board voted 6-1 to adopt a motion that provides for the later selection of one of three possible vendors for a particular service "upon a written majority decision of the Board." Most of us interpreted this motion as a one-time special rule allowing for the selection to occur without a meeting, which was adopted by more than 2/3 majority vote with all members present (only one person voted no). The question is... does this written majority decision per the adopted motion still need to be ratified at the next meeting?
  5. I've looked for this topic to be discussed but have not found it, so if I have started this in error, please redirect me. I've found it curious that RONR offers that the motion to substitute "censure" for "ratify" is in order. A motion to censure does not seem germane to the motion to ratify. The motion to ratify has to do with the actions taken by an individual or a group that does not have the power to take such an action as discussed in RONR pp. 124-125. It is the action that requires ratification, or defeat ratification. If the act has already been carried out, I don't see how amending the motion to ratify deals with the action already taken. We already know that we cannot reconsider, rescind, or amend something previously adopted that cannot be undone. Again, we are dealing with the action taken by impoperly adopting a motion or acting without approval of the body that has the power to approve. Censure, on the other hand, has to do with dealing with the person or persons, and in the RONR example censure would apply to those who have taken such action(s) - it has no effect on the action taken whatsoever. If the motion to censure is substituted and adopted, the assembly/board has not yet dealt with the unauthorized action, it has only censured the person or body that took the action. What happens if no vote to authorize the action is ever taken? Is consent implied because no one ever proposed the motion to ratify so it could be voted down? I seems, then, that a motion to censure, while maybe desired, is in order if the motion to ratify were defeated, but should not be a substitute for the motion to ratify. Also, after reading the other discussions on "ratify", I am of the opinion that the motion to ratify an action should be an up or down vote; it's hard to see how an assembly can amend something that has already taken place. I look forward the discussion on this. As a presiding officer, I have had not had to deal with the motion to ratify except by consent. Glen
  6. I'm treasurer of a small church of seven members. Two members of the board, a man and wife, and a take charge woman member proposed painting the interior of the church for $2800 in two colors. The ladies had selected the colors and everyone said to go for it in a democratic vote. It was finished and paid for in October. After the painter had finished and been paid, the ladies secretly decided that their color choice should be improved. No other members complained. A month later, one lady personally and secretly selected a boldly different shade and purchased enough to potentially repaint about 300 square feet of accent colors. The three conspirators participated in painting a square yard of the freshly painted rooms. They wanted to get a better sense of their color choice. Their painting was amateur and some metal hardware was painted. The one has access to a petty cash account and I discovered that she paid the $50 for her paint from it. In my opinion, the church has been damaged and $50 is missing, It will cost the church $250 to get a professional painter to return, set up, and repaint the damage with paint left from October. Two of the conspirators are on the board. They have placed a motion on the January meeting call that the membership ratify their selection of a new color and repaint the color that they dislike for at a cost not to exceed $1200. In my opinion, ratification is inappropriate. Further, it seems that their motion whitewashes two criminal acts, namely petty larceny by a fiduciary in charge of a financial fund and willful damage to church property. If the members consider an alternate motion to condemn the action of an officer without instructions from the membership and pay for the damage, do they get to vote against the motion? Our bylaws on governance state that if an officer acts without membership instruction, the church does not have to pay for his action unless a legal contract was created.
  7. An officer of our lodge through inattention to duty evaded responsibility. He asked for approval to spend $900 on a laptop and represented be would buy X and had a quote for it. The assembly approved. He did not act promptly and decided he wanted Y that cost $1300. He did not return to the assembly for approval of the upgrade. I am treasurer and objected. So he will ask the assembly to approve a motion to ratify his action. According to our bylaws, the lodge is not obligated to honor unapproved contracts or purchases. Can the officer vote in favor of a motion that obviously is uniquely personal in effect?
  8. I am hopefully looking for some help on how to correctly attribute the below in meeting minutes as well as if an attribution is required. Please pardon any incorrect terminology of which I will correct when it becomes known. A motion was proposed by E-mail that read, "I move “That we accept the proposed JE Revised form as presented today from the JE Chair.” ", which was then seconded by E-mail. The motion was then amended by E-mail that read "I move to amend Member A's motion of earlier today to the following: I move that we accept the JE mentor application/agreement as written and distributed (RS please insert time LAST form was distributed). All PCA members currently listed as JE mentors will be automatically accepted as a mentor, however, everyone is required to fill out and sign the new mentor agreement.", which was then seconded. At the next conference call Board Meeting a motion was made to ratify the above-amended motion. My questions are: 1) Given how different the main motion and the amended motion are, whom is this attributed to? The original maker or the member making the amendment? 2) Is this actually a substitution versus an amendment? 3) Do either or both the maker of the Main Motion and/or Amendment need to be noted in the meeting minutes? 4) As the motion to ratify was stated as a generalization rather than restating the above, is it only the ratification statement that is written into the meeting minutes?
  9. I am of the understanding that an assembly without a quorum can take action so long as it is ratified at a later meeting. If an assembly without a quorum took action on a matter requiring a 2/3 vote for adoption such as to amend something previously adopted, would ratifying the action still take a majority vote?
  10. We have approved three minor changes to a church constitution. The question has been raised if we should ratify all the changes at once or can we (should we) vote to ratify the three changes all as one or individually?
  11. At a regularly called meeting of our church, a motion was made, seconded and passed by voice vote to approve three minor changes in our constitution. We are now ready to ratify after a 30-day wait (per our constitution). Some members are questioning one of the changes. The original motion that passed was to approve all amendments at once. Our constitution reads: ...B. be ratified, without change, at the next properly called meeting by a two-thirds vote of those Voting Members present and voting; and ... I note the "without change" above. My understanding is that if the membership wants to remove one of the amendments, that means that the whole original motion is rejected since the original motion was all inclusive. The ratification cannot pass with an amendment to the original motion at this time, In order to make one change, we have to start over with notification to the members of the amendments, wait 60 days to hold a meeting to vote to approve, and then wait the required 30 days to ratify the new (now changed) amendments at another meeting. Am I correct in my interpretation? Can we now vote to ratify these changes individually even though we voted approval for them all as a package in one motion at the first meeting? I have realized that we should have approved the amendments individually so that we could ratify them individually. Thanks. Fuzzy Beekeeper
  12. Our Hawaiian condominium association's board president recently wanted to select a bid and award a contract by email vote of board members. I pointed out that our bylaws require us to follow Robert's Rules of Order for transacting business and the bylaws do not specifically allow email votes. Out of the blue our managing agent produces the following memo from a lawyer we ocassionally use (dated two years ago, and not directed to our association). Our board president is now using this memo to justify using email voting. This memo flies in the face of so many aspects of RONR as I have come to know it that I am not quite sure how to respond. Any suggestions on how I could/should appropriately respond would be appreciated. Regards, Jim Kelly Subject: Ratification Joe, I am following up on our conversation about board decisions by e-mail. As you know, the basic standard for board action is that it occurs at a properly called and noticed board meeting at which a quorum is present. That is essentially the standard outlined in the association’s bylaws. Nevertheless, the bylaws exist in the context of the condominium law and other appropriate rules and practices, such as Robert's Rules of Order. For neighbor island projects such as xxxx, ratification is standard operating procedure for boards to make decisions between board meetings because: 1) board members are frequently away from the project; and 2) board meetings occur infrequently. In that situation, board members usually reach a consensus outside of the meeting on action that has to be taken between meetings and ratify their actions at the next regularly scheduled board meeting. Nowadays, that consensus is customarily reached through e-mail or, less commonly nowadays, through telephone polls. I understand the board of xxxx Association usually reaches a consensus by e-mail and ratifies that consensus at its next regularly scheduled board meeting. Ratification of decisions made outside of meetings is a long-standing practice for condominium association boards in Hawaii, particularly those on the neighbor Islands. Moreover, the practice complies with the condominium law and the bylaws by allowing owners to be made aware of board decisions by attending the meetings at which ratification takes place. (As you know, owners do not actually participate in board decisions, but the law and the bylaws allow them to be present at board meetings - except executive sessions - to hear decisions being made.) Again, ratification of board decisions between meetings is a well recognized procedure. The condominium law provides that board meetings should be conducted according to Robert’s Rules (section 514B-125©). Article III, section 14 of the Association bylaws also says that board meetings are to be conducted in accordance with Robert's Rules of Order, and Robert’s has long recognized the concept of ratification. In fact, Robert's ""Parliamentary Law", which dates back to at least the 1920s, recognizes that a motion to ratify is appropriate if action has to be taken where there is no quorum or where something has to be done between meetings. The most current edition of Roberts Rules also recognizes the motion to ratify can be used to ratify action that a board would have "the right to authorize in advance." Of course, the board cannot ratify an action that is outside their authority, but that is not what is happening in the present case. Instead, the board is simply authorizing officers or the property manager to take action that is fully within the board's authority but must be taken between meetings. That action is then ratified at the next regular board meeting. At that time, the votes of individual directors can be recorded as the law requires and the minutes can record that the ratification occurred. In summary, ratification of decisions taken outside of a board meeting - by e-mail or any other process – is standard operating procedure for condominium associations in Hawaii. Therefore, the board should be in compliance with the law if it follows that practice. Sincerely, ---- --------
  13. RRONR 10th Edition had info on proceeding withoujt a quorum in the case of an emergency wherein an opportunity would be lost and risking to act with the hope of future ratification. Is this info somehwere in the 11th edition?. We need to act on a time sensitive issue that was recommended in a committee report, but approval for the spending associated with the issue was not brought to a motion. The report, however, was accepted. Do we really need a motion associated with the spending of an item recommended in an accepted report? We've tried an unsuccessful "no-quorum" Call Meeting. What other choices do we have?
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