Ratification of Acts of Directors

[bobby101]

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? bobby101

[Kim Goldsworthy]

There is enough missing detail to fill a boat.

 

In general:

If Action X was taken without a quorum, but would have been valid had a quorum been present, then it is allowable to for a quorate meeting of that body to ratify the action, and thus make Action X their own.

 

Here come the caveats.

 

Whether the general membership is defined as the superior body in your bylaws, it may or may not be the case that the general membership (Party #1) can ratify a board (Party #2) action.

 

Beware where the board is defined as the superior body. In such a case, the general membership would be powerless to ratify any action of the board.

[Timothy]

Things without a quorum, yes. Things that violate the bylaws, of course not.

[Transpower]

And note that if such actions are not ratified, then the individual members of the board (at the non-quarate meeting) may be liable for any money expended!

[bobby101]

I'll try to respond to each responder in order. Kim: The specific action taken(passing a by-law change) has never been ratified so I assume it' not if force. We have no such definition of superior body in our by-laws bus since the members elect the board (who have to follow the by-laws in their actions), it would seem to me that the membership is the superior body. to your third point, the only mention of the motion to ratify actions is in our by-law that applies to the annual membership meeting agenda. And I think it's implicit, if not stated that the membership has the overall final authority. To: Timothy Fish: Your answer is how I read RONR. To Transpower: The actions have not been ratified as I mention above to Kim; the specific action I'm referring to does not deal with any expenditure of money, it's about the by-laws. Thank you all for responding. bobby101

[Gary Novosielski]

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? bobby101

It's not clear where the quorum was not present. If there was no quorum at the annual general meeting, then it can't vote to ratify anything.

If there was a quorum at the AGM, then the membership can vote to ratify an act taken by the board, although the board meeting at which it was decided had no quorum present.

However, it can only ratify acts that it would have had the power to authorize in advance. Since the membership would not have the power to pre-authorize the board to violate the bylaws, neither can it vote to ratify a violation of the bylaws after the fact.

[Josh Martin]

It's not clear where the quorum was not present. If there was no quorum at the annual general meeting, then it can't vote to ratify anything.

 

It might be that a quorum was not present at a previous annual general meeting.