PRees Posted April 17, 2011 at 03:14 PM Report Share Posted April 17, 2011 at 03:14 PM Our Board is having a disagreement about the difference between the power to "appoint" and the "power to confirm" or reject. We have a sub-committee which has been tasked with recommending to the Board a person for a position. Our Bylaws state that "the Board shall appoint." Some in our Board are assuming that we are limited to the name brought before us by the sub-committee. Others believe we can choose to appoint another person. It has been my understanding that the difference between the power to appoint and the power to confirm or reject is that the former is unlimited and the latter is limited. Please clarify. Link to comment Share on other sites More sharing options...
hmtcastle Posted April 17, 2011 at 03:21 PM Report Share Posted April 17, 2011 at 03:21 PM It has been my understanding that the difference between the power to appoint and the power to confirm or reject is that the former is unlimited and the latter is limited. Please clarify.I'm afraid this is not the place for the proper interpretation of your bylaws (which requires reading them in their entirety, not just the four words you've quoted). Link to comment Share on other sites More sharing options...
PRees Posted April 17, 2011 at 03:40 PM Author Report Share Posted April 17, 2011 at 03:40 PM We actually do not need your "interpretation of (our) bylaws." We need the definition of the two phrases as viewed in the larger context of Robert's and parliamentary procedure and this is precisely the place for that. Link to comment Share on other sites More sharing options...
jstackpo Posted April 17, 2011 at 04:01 PM Report Share Posted April 17, 2011 at 04:01 PM "Appoint" means "name people to" a (presumably) pre-existing committee, board, other group.If a Board appoints, it (presumably) goes through some sort of selection process - an election most likely - and the winner is the appointed person.If an individual, like the president, is authorized to appoint (in bylaws presumably, or an adopted motion) he/she just goes through the same selection/election process in his head. You can think of it as an "election" in which there is only one voter."Confirm", in RONR, has a rather specialized meaning equivalent to "ratify" and I don't think either of those words is what you intend to mean by confirm.What do you mean by "confirm?" Maybe like the U.S. Constitution's "advise and consent"? Link to comment Share on other sites More sharing options...
PRees Posted April 17, 2011 at 04:17 PM Author Report Share Posted April 17, 2011 at 04:17 PM Within our need at this time, this is just what we need to know. Thank you. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted April 17, 2011 at 05:00 PM Report Share Posted April 17, 2011 at 05:00 PM Within our need at this time, this is just what we need to know. Thank you.Based on your response to Mr. Mountcastle, I doubt whether you even know what you need to know, but at least now you know what you think you need to know. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted April 17, 2011 at 06:05 PM Report Share Posted April 17, 2011 at 06:05 PM Our Board is having a disagreement about the difference between the power to "appoint" and the "power to confirm" or reject. We have a sub-committee which has been tasked with recommending to the Board a person for a position. Our Bylaws state that "the Board shall appoint." Some in our Board are assuming that we are limited to the name brought before us by the sub-committee. Others believe we can choose to appoint another person. It has been my understanding that the difference between the power to appoint and the power to confirm or reject is that the former is unlimited and the latter is limited. Please clarify."Geez, Rees!" There is no rule in Robert's Rules of Order which implies that appointments (or elections, for that matter) are limited to THOSE WHO HAVE BEEN NOMINATED or THOSE WHO HAVE BEEN RECOMMENDED.Thus, an organization is free to elect people who were never nominated, and never recommended.Thus, a board is free to appoint complete strangers, convicted felons, and left-handed, red-headed clairvoyants, even if none of them have been recommended or nominated.With that said, now cometh the disclaimer:If you have a rule already in place which contradicts your parliamentary authority (such as RONR), then your customized rule prevails, as the corresponding rule in the parliamentary authority yields.Thus cometh my question to thee:Q. Do you have a rule already in place empowering the committee, or limiting the board, regarding the pool of people to "appoint"? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 17, 2011 at 09:26 PM Report Share Posted April 17, 2011 at 09:26 PM Our Board is having a disagreement about the difference between the power to "appoint" and the "power to confirm" or reject. We have a sub-committee which has been tasked with recommending to the Board a person for a position. Our Bylaws state that "the Board shall appoint." Some in our Board are assuming that we are limited to the name brought before us by the sub-committee. Others believe we can choose to appoint another person. It has been my understanding that the difference between the power to appoint and the power to confirm or reject is that the former is unlimited and the latter is limited. Please clarify.In general, a board (or any assembly) is not limited by the recommendations brought to it by one of its committees or subcommittees. They are just that--recommendations--which the board is free to adopt, amend, or reject. In RONR, the term "appoint" means to name the person who will serve in a given capacity. The term "confirm" (a.k.a. Ratify) means to approve of (or disavow) an action taken by someone else, typically without the opportunity to amend it.These are not necessarily the same meanings that they have in your bylaws, but that's for your assembly to decide, not us. Link to comment Share on other sites More sharing options...
jstackpo Posted April 17, 2011 at 10:12 PM Report Share Posted April 17, 2011 at 10:12 PM Gary N. sed: "ratify ... means to approve of (or disavow) an action taken by someone else, typically without the opportunity to amend it"Au contraire... Tinted p. 25, # 69, sez amend to your heart's content.Sample: Board spends $XX in an inquorate meeting (money they could spend properly if meeting had been quorate). Next quorate meeting, motion made to ratify that expenditure. But, perhaps to punish the highhandedness of the members at the first meeting, the quorate meeting amends $XX to be one half $XX. Thus the association picks up half the expenditure but sticks it to the (few) members who were at the first meeting to pay the other half. That'll teach them! Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 17, 2011 at 11:15 PM Report Share Posted April 17, 2011 at 11:15 PM Gary N. sed: "ratify ... means to approve of (or disavow) an action taken by someone else, typically without the opportunity to amend it"Au contraire... Tinted p. 25, # 69, sez amend to your heart's content. Sample: Board spends $XX in an inquorate meeting (money they could spend properly if meeting had been quorate). Next quorate meeting, motion made to ratify that expenditure. But, perhaps to punish the highhandedness of the members at the first meeting, the quorate meeting amends $XX to be one half $XX. Thus the association picks up half the expenditure but sticks it to the (few) members who were at the first meeting to pay the other half. That'll teach them!Well that's why I said "typically". But in fact, I'm not convinced such such an amendment would be in order. The purpose of ratify (RONR p. 119, l. 12-15) is "to confirm or make valid an action already taken that cannot become legally valid until approved by the assembly." It cannot half-ratify it, so that its legal status is in limbo between valid and invalid. Either the action was valid, or it was not, and the motion to ratify must decide that question. There is no procedure whereby the assembly could have moved, in advance, to undertake an action for which it bore an ambiguous degree of responsibility, and thus it cannot ratify one in such a way as to bring about that result. (Ibid. l. 26-28) It would not be in order to move an original main motion, for example, To purchase a new lawnmower, but when the bill comes, only pay half of it, and stick the guy who signed for it with the other half. The fact that the action has already occurred limits the range of amendments that are possible, according to the principle that there's a lot of truth in what actually happened. No amendment can change a past action of ordering pizza into one of going fishing. Whatever was done was done, and amending a motion to ratify can't change the facts. All it can do is decide between that action being made retroactively valid or invalid.The text does refer to amending a motion to ratify (p. 120, l 1) "by substituting a motion of censure and vice versa", so page T-25 is correct in calling it amendable, but it cannot be used to change what happened. It can only approve of it or not. Link to comment Share on other sites More sharing options...
Chris Harrison Posted April 17, 2011 at 11:36 PM Report Share Posted April 17, 2011 at 11:36 PM <snip>Would it be proper to reject the motion to ratify the improper actions taken and then (at the same session) adopt a motion to spend whatever amount the assembly deems appropriate? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 18, 2011 at 12:49 AM Report Share Posted April 18, 2011 at 12:49 AM Would it be proper to reject the motion to ratify the improper actions taken and then (at the same session) adopt a motion to spend whatever amount the assembly deems appropriate?If the action was invalid, then the assembly should not be paying for any of it. And if it was valid, then it should. This sounds like a backdoor way of attempting to validate it, yet levy a de-facto fine on those who carried it out (not otherwise allowed unless expressly provided for in the bylaws). But if the action was valid, then nobody should be fined, and if it was not valid, then the assembly should not be spending the funds of the society on an action they did not endorse.Halfway measures don't work. There are other legal questions. Was the action valid, or potentially fraudulent? If this was a purchased item, who now owns it? You can probably think of others. Link to comment Share on other sites More sharing options...
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