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Ratification of Acts of Directors


bobby101

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If the board calls for this at our annual membership meeting and it is passed, does this mean that actions taken by the board that violate the by-laws or that were done without a quorum being present for such actions are valid?

 

The assembly may certainly ratify the actions taken without a quorum. As for the actions which violate the bylaws, that depends. Do the actions violate the bylaws simply because the board lacked the authority to take them - that is, the membership could have taken the action in question? Or do they violate the bylaws, period? If the former, the assembly may ratify the action. If the latter, it may not. An assembly can't ratify actions that it wouldn't have the power to take itself.

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