Improper Notice for Special Meeting

[George Mervosh]

​Perhaps more serious contributors will be willing to explore the question as to whether or not it is in order, under the rules in RONR, to move to ratify action taken at a meeting that the assembly has determined was not a regular or properly called meeting. I'm getting too old to worry about it, and would probably just make the same motions over again. 

 

Making the same motions over again is certainly the easy way to do it.  I do think a motion to ratify is proper.  If it's proper to ratify an action taken at a special meeting that wasn't mentioned in the call, perhaps it's not a stretch of the rules in RONR to ratify the actions taken with an improper meeting call itself (at a properly called regular meeting or a special meeting called for the purpose to ratify).

[SaintCad]

I would think that as long as all members rights were protected at the meeting then a motion to Ratify is in order.  Had a member missed the meeting or was unprepared because of the short notice, then Ratify would be out of order.  The latter could be ascertained through the minutes if Member A were given the late notice and moved to Postpone or Lay on the Table certain motions.

[George Mervosh]

I would think that as long as all members rights were protected at the meeting then a motion to Ratify is in order.  Had a member missed the meeting or was unprepared because of the short notice, then Ratify would be out of order.  The latter could be ascertained through the minutes if Member A were given the late notice and moved to Postpone or Lay on the Table certain motions.

 

I'm pretty sure I disagree with this but I'm not exactly clear as to your point.

[Josh Martin]

I would think that as long as all members rights were protected at the meeting then a motion to Ratify is in order. Had a member missed the meeting or was unprepared because of the short notice, then Ratify would be out of order. The latter could be ascertained through the minutes if Member A were given the late notice and moved to Postpone or Lay on the Table certain motions.

The question raised by Mr. Honemann in Post #25 is whether it is proper for motions made at a special meeting which was not properly called to be ratified at a later regular meeting or at a later special meeting which was properly called. So there is no "short notice" to worry about at the meeting where the motion to Ratify is adopted, and the fact that "short notice" was given for the improperly called meeting does not take away the ability to adopt a motion to Ratify - that's the very reason that ratification is being used in the first place.

The motion to Ratify is debatable, so Member A is perfectly able to exercise his rights at the later meeting, which he has been given sufficient notice of. Additionally, the fact that a member moves to postpone a motion or lay a motion on the table does not necessarily indicate that the member was unprepared.

I concur with Mr. Mervosh that the answer to Mr. Honemann's question is "yes," but that it is probably simpler to make the motions anew.

[SaintCad]

Just to clarify, I was not speaking about ratifying at the meeting in question but rather the following meeting.

[George Mervosh]

I would think that as long as all members rights were protected at the meeting then a motion to Ratify is in order.  Had a member missed the meeting or was unprepared because of the short notice, then Ratify would be out of order.  The latter could be ascertained through the minutes if Member A were given the late notice and moved to Postpone or Lay on the Table certain motions.

 

 

Just to clarify, I was not speaking about ratifying at the meeting in question but rather the following meeting.

 

Yes, we understood you meant at the following properly called meeting, but the bolded potion of your earlier quote is what I disagree with, and Mr. Martin seems to disagree with.

[Dan Honemann]

RONR (11th ed.), on page 124, says that the procedure of ratification is applicable when action is improperly taken at a regular or properly called meeting at which no quorum was present. Is it also applicable if the meeting was not a regular or properly called meeting?

[George Mervosh]

 

RONR (11th ed.), on page 124, says that the procedure of ratification is applicable when action is improperly taken at a regular or properly called meeting at which no quorum was present. Is it also applicable if the meeting was not a regular or properly called meeting?

 

 

I think so for the reason noted in post #26, because both (the example in the book and an improper call) involve adopting something in violation of the rights of absentees.  No doubt this takes it a step further than the book does, but is this a distinction without any real difference?

[Josh Martin]

RONR (11th ed.), on page 124, says that the procedure of ratification is applicable when action is improperly taken at a regular or properly called meeting at which no quorum was present. Is it also applicable if the meeting was not a regular or properly called meeting?

Yes, I think so. It seems to me that there is no practical difference, for the purposes of ratification, between action taken by members at a regular or properly called meeting which lacks a quorum, action taken by members at an improperly called meeting, or action taken by members by some other method (such as by an e-mail vote, when the bylaws do not permit making decisions by this method). In any of these cases, the action taken is not the act of the society, but the act of individual members.

Additionally, even if ratification is for some reason inapplicable in these circumstances, pg. 124 also provides that ratification is applicable when action is taken by officers, committees, delegates, or subordinate bodies in excess of their authority, which may often be applicable in a situation like this one. If the members at the improperly called meeting order the Treasurer to purchase a new computer and the Treasurer does so, then it would certainly be in order to ratify the actions taken by the Treasurer, even if it would not be in order to ratify the actions taken by the members.

[Sean Hunt]

I believe that it's clear that ratification is applicable here.

 

Ratification is applicable where action is taken that the assembly did not, but could have, authorized in advance. Whether it is in order comes down to the question of how to interpret what action the assembly could have authorized in advance. In order for it to function properly, the "could have authorized" must be blind to the procedural circumstances. It is explicitly capable of validating action taken without a quorum---an action which violates a basic right of an individual member. There is nothing anywhere in the definition or principle behind the motion to indicate that the rights of absentees are in some manner special in that they, and not other rights, can have violations ratified.

 

An assembly might conceivably wish to ratify an action taken with a nonmember casting the deciding vote, so as to insure its actors against retribution. It may wish to ratify an action taken with insufficient notice, or in violation of some other procedural (but not substantial, of course) requirement in the bylaws.

 

I might afford a special protection to an action which conflicts with a previous action of the assembly on the basis that, while the motion is not intrinsically immune to ratification, the motion to Ratify would itself be seen as conflicting with the previous action and, accordingly, would be out of order until the previous action was Rescinded or Amended.

 

EDIT: Upon inspection, The Book actually does call out inquorate meetings as a particular exemption. I'm not so sure it is properly classed as an exemption, however, given that the nature of ratification is to approve of the thing actually done despite the procedure used to do it. The Book does not draw the distinction between the two when discussing possible conflicts between a ratification and the bylaws.

[Gary Novosielski]

 

RONR (11th ed.), on page 124, says that the procedure of ratification is applicable when action is improperly taken at a regular or properly called meeting at which no quorum was present. Is it also applicable if the meeting was not a regular or properly called meeting?

 

 

If it is neither regular nor called, then in what sense is it a "meeting"?  

 

A motion to ratify an action taken outside a meeting is still in order, however.

[Dan Honemann]

 

RONR (11th ed.), on page 124, says that the procedure of ratification is applicable when action is improperly taken at a regular or properly called meeting at which no quorum was present. Is it also applicable if the meeting was not a regular or properly called meeting?

 

 

Yes, I think so. It seems to me that there is no practical difference, for the purposes of ratification, between action taken by members at a regular or properly called meeting which lacks a quorum, action taken by members at an improperly called meeting, or action taken by members by some other method (such as by an e-mail vote, when the bylaws do not permit making decisions by this method). In any of these cases, the action taken is not the act of the society, but the act of individual members.

 

In the first bullet near the bottom of page 124, "action improperly taken" refers to decisions improperly made at the meeting when a quorum was not present. 

 

The difference between decisions improperly made at a regular or properly called meeting of the XYZ Association at which no quorum is present and decisions made at a meeting which is not a regular or properly called meeting of the XYZ Association is that the latter have absolutely nothing whatsoever to do with the XYZ Association. There is no need to protect any members of the XYZ Association from decisions made during their absence at a meeting which is not a regular or properly called meeting of the Association.

 

Minutes must be taken at a regular or properly called meeting at which no quorum is present, and those minutes must be presented for approval at the next regular meeting at which a quorum is present. As a consequence, the Association will be formally advised of the decisions which were made at that meeting, and there will be an opportunity to raise a point of order concerning their validity if none has been raised previously. If no such point of order is raised, the decisions stand, and no motion to ratify them will be in order. If such a point of order is raised, and one or more of these decisions is determined to be invalid because made when no quorum was present, a motion to ratify will then be in order.

 

If any action is taken by an officer of the Association based upon a decision made at some meeting which is not a regular or properly called meeting of the Association, that action taken by the officer may be ratified by the Association, but nothing of what I have said in the preceding paragraph is applicable to meetings which are not regular or properly called meetings of the Association.

[Burke Balch]

 

 

On 9/14/2015 at 3:21 PM, Daniel H. Honemann said:

Perhaps more serious contributors will be willing to explore the question as to whether or not it is in order, under the rules in RONR, to move to ratify action taken at a meeting that the assembly has determined was not a regular or properly called meeting. I'm getting too old to worry about it, and would probably just make the same motions over again. 

It is important, I think, to distinguish between the rule governing the motion to ratify and examples of its application. The rule states only, "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly." RONR (11th ed.), p. 124, ll. 24-27. 

It is true that "Cases where the procedure of ratification is applicable include: . . . action improperly taken at a regular or properly called meeting at which no quorum was present . . . ."  Id. ll. 27-31 (emphasis added). But so far as I can see there is no implication that the items given as examples are meant to constitute an exclusive list, just illustrations of when the motion might be appropriate. Consequently, so long as the caveats on p. 125, ll. 6-14 do not apply, I see no reason why it would be improper to ratify an action taken at, or allegedly authorized by, a meeting that was neither regular nor properly called.

Perhaps it might be argued that the statement that an assembly cannot ratify anything done in violation of its own bylaws "except that provision for a quorum in the bylaws does not prevent it from ratifying action taken at a meeting when no quorum was present", id. p. 125, ll. 10-14, implies that the existence of provisons in the bylaws establishing what is required to properly call a meeting means that nothing done at a meeting held in violation of those call requirements may be ratified. I doubt that such an argument should carry the day, however, because it is the action taken or authorized that is sought to be retrospectively validated, not the holding of an improperly called meeting as such.

[Gary Novosielski]

I think the exception is needed in the case of a meeting without a quorum present, because taking action within the context of such a meeting is an overt violation of the bylaws.

But I think the imagined problems associated with a meeting that is neither regular nor properly called can be easily dismissed by noting that there is no such thing.  Such a meeting is not, in fact, a meeting at all, at least in the sense that RONR uses the word, any more than two non-members running into each other in a bar is a "meeting".  Any action these people decide on and carry out occurs outside the context of any meeting at all.  

I think if we ask whether it is in order to ratify the actions of two drunks in a bar, the answer is, counter-intuitively, Yes, because it is impossible for their actions to violate the bylaws, even if they are members, and especially if they are not.  The bylaws never come into play.

No rule prohibits people (even non-members) from making decisions (perhaps even poor ones) in bars, nor is any rule needed, as there is no way for them to do anything in the name of the society.  Still, if the society, for whatever reason, should wish to associate itself with their action by ratifying it, that would be in order.

[Dan Honemann]

5 hours ago, Jeepien said:

 

I think if we ask whether it is in order to ratify the actions of two drunks in a bar, the answer is, counter-intuitively, Yes, because it is impossible for their actions to violate the bylaws, even if they are members, and especially if they are not.  The bylaws never come into play.

 

This appears to be referring to a meeting of the 2FP, in which event ratification is never possible since no one can ever remember what happened.

[Dan Honemann]

On a more serious note, based upon a number of recent posts one gets the impression that it is in order for an assembly to ratify any decision previously made, purportedly in its behalf, by anyone under any circumstances, the only qualification being that it must be a decision which, at the time of ratification, it would be in order for it to make itself.

Is this a fair reading?

 

 

[Shmuel Gerber]

On 12/10/2015 at 3:12 PM, Burke Balch, PRP said:

. . . so long as the caveats on p. 125, ll. 6-14 do not apply, I see no reason why it would be improper to ratify an action taken at, or allegedly authorized by, a meeting that was neither regular nor properly called. . . .

 

On 12/12/2015 at 9:06 AM, Daniel H. Honemann said:

On a more serious note, based upon a number of recent posts one gets the impression that it is in order for an assembly to ratify any decision previously made, purportedly in its behalf, by anyone under any circumstances, the only qualification being that it must be a decision which, at the time of ratification, it would be in order for it to make itself.

Is this a fair reading?

I don't think that is a fair reading, because p. 125, ll. 6-14 states, in part, "An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance."

And since this rule applies even to actions of the assembly's officers, committees, delegates, or subordinate bodies, surely the opportunities for ratification are no greater when the action is taken by two drunks in a bar. Such actions can be ratified only if the organization provided the beer.

I'll also note that in a topic that was originally posted at around the same time as this one was previously active, I opined: 

Quote

If a motion "to ratify" truly involves something that the society as a whole has had no previous involvement in and has no possible duty to act on, then it's not probably not the incidental main motion to ratify discussed in RONR.

 

[Sean Hunt]

 

16 hours ago, Daniel H. Honemann said:

On a more serious note, based upon a number of recent posts one gets the impression that it is in order for an assembly to ratify any decision previously made, purportedly in its behalf, by anyone under any circumstances, the only qualification being that it must be a decision which, at the time of ratification, it would be in order for it to make itself.

Is this a fair reading?

 

 

Apart from Mr. Gerber's well-founded reservation, I think that the assembly must also have had the authority to make the decision at the time that it was made, had it been in a properly constituted meeting with all procedural requirements met---this being what RONR means by "in advance". For instance, if an assembly only has the authority to spend up to $1000 per week, it spends $1500 in one week, and then later its authority is increased to $2000, it could not thereupon ratify the erroneous expenditure.

I think this leads to an interesting question about voting thresholds, however, and I think I will now split that into another topic.

[Dan Honemann]

Leaving out the extra "not" I agree that, if a motion truly involves something that the society as a whole has had no previous involvement in and has no possible duty to act on, then it's probably not the incidental main motion to ratify discussed in RONR, which is one reason why I'm inclined to think that it is not in order, under the rules in RONR, to move to ratify action taken at a meeting that was not a regular or properly called meeting of the assembly.

But what has this got to do with what is or is not a fair reading of some of these recent posts? As I understand them, they say that a motion to ratify the actions taken (decisions made) by these guys sitting around in the bar will be quite in order (see, for instance, Jeepien's most recent post), and I am just trying to determine if I am reading them correctly.

[Shmuel Gerber]

6 hours ago, Daniel H. Honemann said:

But what has this got to do with what is or is not a fair reading of some of these recent posts? As I understand them, they say that a motion to ratify the actions taken (decisions made) by these guys sitting around in the bar will be quite in order (see, for instance, Jeepien's most recent post), and I am just trying to determine if I am reading them correctly.

The last paragraph of my most recent response above (meaning the one posted 14 hours ago as of now, a.k.a. 12/12/2015 11:11  PM, a.k.a. POST NUMBERS WOULD SURE COME IN HANDY, DANG IT!!) has nothing to do with that (meaning your question of fairly reading the previous posts).

I simply wanted to establish prior claim to that statement of my opinion, so that if anyone reads a difference of opinion between Burke's responses and my own on this topic, they (meaning the referent of "anyone", grammatical singularity notwithstanding) will realize that he (meaning Burke) was the first one to air them (meaning those possible differences) in this (meaning the world's premier parliamentary online) forum.

[Gary Novosielski]

15 hours ago, Daniel H. Honemann said:

...I'm inclined to think that it is not in order, under the rules in RONR, to move to ratify action taken at a meeting that was not a regular or properly called meeting of the assembly.

But I'm sure that you would agree that it is perfectly in order for the assembly to ratify an action that the president and secretary got  together and concocted, as long as the assembly would have had the right to approve it in advance.   So would I.

But now suppose that Josh comes along and notes that the the meeting between the president and secretary where this action was concocted was one that was neither regular nor properly called.  Would you then say that it is not in order to ratify?  Or would you say that this was not a meeting of any kind?  

Suppose the president concocted the idea on his own?  Did he do so in a meeting that was neither regular nor properly called, or did he do so outside of a meeting?  

My contention is that the phrase "outside of a regular or properly called meeting" and "outside of a meeting"  are synonymous, since those are the only two types of valid meetings.  I further contend that if one is in a meeting that is neither regular nor properly called, one is clearly not inside of a regular or properly called meeting and is therefore outside one.  I.e., one is not in a meeting of any kind.  

[Gary Novosielski]

If I may offer an analogy or two:

How should a vote that is neither Yes nor No be counted?

What rights does a citizen have who is neither native born nor naturalized?

The questions are meaningless, because there can be no such vote, and no such citizen.

[Dan Honemann]

7 hours ago, Jeepien said:

But I'm sure that you would agree that it is perfectly in order for the assembly to ratify an action that the president and secretary got  together and concocted, as long as the assembly would have had the right to approve it in advance.  

No, I definitely would not agree that a motion to ratify any concoction arrived at by your president and secretary when they got together and concocted it would be in order.

On the other hand, as I stated way back on October 22, if any action is taken in behalf of the association by an officer based upon a decision made at this meeting of your president and secretary, that action taken by the officer may be ratified by the association.

[Dan Honemann]

2 hours ago, Jeepien said:

If I may offer an analogy or two:

How should a vote that is neither Yes nor No be counted?

What rights does a citizen have who is neither native born nor naturalized?

The questions are meaningless, because there can be no such vote, and no such citizen.

Yeah, I agree this is all meaningless.

[Sean Hunt]

I think we're driving too far into the corner. If the clubhouse is sold and the proceeds put in the club treasury, then it seems to me that the sale could be ratified regardless of the status, officer, member, neither, or both, of the person(s) who actually executed the sale, as that is an action that the assembly could have taken. Conversely, I do not think that the assembly the ratify the decision of the President-Secretary-Treasurer, who is a lifetime member and Honourary Boy Scout, to eat a donut, as the assembly had no power to cause her to eat said donut.