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Willful and repeated breach of the Rules


William Kennedy

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Our Board of Directors recently took action based on an email vote. There was no "opportunity to mutually debate and decide the matter as a deliberative body" (RONR p. 487, ll. 4-12)

 

According to the Rules the action must later be ratified at a regular or properly called Board meeting. (ibid)

 

Question:

 

Even if the Board's action is ratified, what precludes the Board from knowingly and repeatedly circumventing the rule in the future when this remedy is readily available, thus hampering any real debate on a continuing basis?

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Our Board of Directors recently took action based on an email vote. There was no "opportunity to mutually debate and decide the matter as a deliberative body" (RONR p. 487, ll. 4-12)

 

According to the Rules the action must later be ratified at a regular or properly called Board meeting. (ibid)

 

Question:

 

Even if the Board's action is ratified, what precludes the Board from knowingly and repeatedly circumventing the rule in the future when this remedy is readily available, thus hampering any real debate on a continuing basis?

 

The incidental main motion to Ratify is fully debatable, and opens the entire question to debate. 

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Question:

 

Even if the Board's action is ratified, what precludes the Board from knowingly and repeatedly circumventing the rule in the future when this remedy is readily available, thus hampering any real debate on a continuing basis?

 

Nothing.  The ratiification process, as Dan noted, is sufficient. 

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Suppose it comes to light at the Annual General Meeting that the Board's action was never ratified, I am assuming the general assembly can then ratify the action of the Board. But what if it doesn't?

 

Well, is it that the board actually chose not to ratify the action, or did they just forget? If the latter, I assume that the board will just correct the error at its next meeting. If the former... well, then as Dr. Stackpole notes, that's a problem for the board members who took the action.

 

The usual procedure at the AGM is for the Board to ask for blanket ratification of its actions, which has always made me uneasy. Is this generally accepted practice, or should we be asking for specifics?

 

The generally accepted practice is that it isn't necessary for the general membership to ratify the board's actions. Normally, ratification would only be necessary if the board took action beyond its authority (and one would hope that is a rare occurrence).

 

If your bylaws require ratification for certain actions (or all actions) of the board, you'll have to figure out how those rules work.

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