Approval of Prior Acts at Annual Meeting

[Guest Lynn]

Our new Board president would like a motion to be brought forward to the membership at this year's Annual Meeting that all acts, contracts, payments, etc. made by the Board of Directors in the past year be approved, ratified, sanctioned, and confirmed by the membership. He says this is common practice by other organizations to make all such actions 'official'. There is nothing in our bylaws about such a motion being needed, and I can't find anything in RONR. Is this necessary and if so, what is its purpose?

 

 

 

[Bruce Lages]

Assuming the actions taken by the board were within their defined authority as given in your bylaws, any such motion would be completely unnecessary. Do you know if any action was taken outside of the board's authority, or without a quorum? Or did they take action that your bylaws stipulate must also be approved by the membership?

[Gary Novosielski]

Sounds fishy to me.  All proper acts of the board are already official.  Any improper acts of the board probably shouldn't be confirmed and sanctioned--at least not without a close look and a full explanation.

 

If you notice a slight odor emanating from this proposal, you're not alone.

 

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P.S.  This is somewhat analogous to the approval of a financial audit report which, once adopted, absolves the treasurer of responsibility for any errors (short of fraud) for the period covered.  But the difference is that an audit report is only generated after a thorough audit, which is designed to discover and correct any errors, and recommend procedural steps to prevent their recurrence.  That process seems completely lacking in the instance you've described.  The membership is seemingly being asked to approve a pig in a poke.