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Ratify and confirm acts of a prior board


Guest Amy

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Our building had an interesting situation...the Officers were impeached and one of the two remaining BOD chaired the meeting. Since there wasn't an Officer to post the meeting, technically there was no Board. The remaining BOD chaired the meeting without a Chair Pro-tem being elected. Nor this Board ratify and confirm such during their tenure. When the cycle came around for a new Board, a Chair Pro-tem was elected, thus now establishing a legal Board. Then members of the prior Board made a motion to ratify and confirm their actions under the new Board elect. Help. What are the legalities of all this???

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I don't know what is meant by "Officer to post the meeting".

 

Sounds as though your questions should go to a lawyer, not a bunch of virtual parliamentarians.

 

But...  keep in mind that you do not have a "new" and an "old" board, per RONR.  You have the same board, just changes in membership.  In general there is no need for a board to ratify its own past actions when those actions were properly taken.

 

Of course, your local applicable laws may say something different  --  hence: "Talk to a lawyer".

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Thanks. Our by-laws state that the Secretary must post the meeting "x" number of days in advance. Since there wasn't a Secretary in office, the meeting technically could not be posted for an election of a change in Board membership. Since a Chair Pro-tem was not elected, that is another facet to whether proper parliamentary procedure was acted. Our attorney said the Board could always ratify and confirm, which they did not under the change in membership after them. The debate of what proper action was taken after the impeachment is still not clear.

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Thanks. Our by-laws state that the Secretary must post the meeting "x" number of days in advance. Since there wasn't a Secretary in office, the meeting technically could not be posted for an election of a change in Board membership. Since a Chair Pro-tem was not elected, that is another facet to whether proper parliamentary procedure was acted. Our attorney said the Board could always ratify and confirm, which they did not under the change in membership after them. The debate of what proper action was taken after the impeachment is still not clear.

 

It's unfortunate that no election was held for a Chairman Pro Tempore, but that isn't really the end of the world. The board can generally ratify prior action.

 

The "posting" may be more of an issue as it sounds like it could be similar to what RONR refers to as the "call" of the meeting, but it seems like all of the remaining board members were present at the meeting anyway... so I don't think it really matters.

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