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I've looked for this topic to be discussed but have not found it, so if I have started this in error, please redirect me.

I've found it curious that RONR offers that the motion to substitute "censure" for "ratify" is in order.  A motion to censure does not seem germane to the motion to ratify.

The motion to ratify has to do with the actions taken by an individual or a group that does not have the power to take such an action as discussed in RONR pp. 124-125.  It is the action that requires ratification, or defeat ratification.  If the act has already been carried out, I don't see how amending the motion to ratify deals with the action already taken.  We already know that we cannot reconsider, rescind, or amend something previously adopted that cannot be undone.  Again, we are dealing with the action taken by impoperly adopting a motion or acting without approval of the body that has the power to approve.

Censure, on the other hand, has to do with dealing with the person or persons, and in the RONR example censure would apply to those who have taken such action(s) - it has no effect on the action taken whatsoever.  If the motion to censure is substituted and adopted, the assembly/board has not yet dealt with the unauthorized action, it has only censured the person or body that took the action.  What happens if no vote to authorize the action is ever taken?  Is consent implied because no one ever proposed the motion to ratify so it could be voted down?  I seems, then, that a motion to censure, while maybe desired, is in order if the motion to ratify were defeated, but should not be a substitute for the motion to ratify.  

Also, after reading the other discussions on "ratify", I am of the opinion that the motion to ratify an action should be an up or down vote; it's hard to see how an assembly can amend something that has already taken place.  I look forward the discussion on this.  As a presiding officer, I have had not had to deal with the motion to ratify except by consent.

 

 

Glen

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The reason is because they are both motions that capture the assembly's reaction to a particular action taken. A censure is simple, it is the assembly formally expressing its disapproval. A ratification is the opposite. It is the assembly formally expressing its approval.

In this sense, the effect of the motion to ratify to give effect to the action can be seen as incidental. Even if that weren't specifically called out, any action to punish those who took that action would be, inherently, contrary to the motion approving of those actions. Thus ratify gains its effect of cementing the prior action.

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4 hours ago, Glen Hall said:

 I am of the opinion that the motion to ratify an action should be an up or down vote;

it's hard to see how an assembly can amend something that has already taken place.

Perhaps an example will show that AMEND is a necessary tool for ratification.

SCENARIO

A quorum-less meeting has taken the following actions in January:

1.) Approved the December minutes.

2.) Commended the vice president for her Christmas refreshments.

3.) Adopted a resolution in favor of cancelling the July meeting due the holiday.

Meeting eventually adjourns.

Come February, the meeting convenes, and this time there is a quorum.

A motion is made to ratify the actions of the January meeting, namely, Items #1, #2, #3.

The motion is seconded.

A motion is made to amend the motion, namely by striking out Item #3.

The amendment is seconded.

The amendment is adopted.

The main motion, now amended, reads, "To ratify ... #1, #2".

The main motion is adopted.

"Voila!"

Bottom line:

One need not ratify 100% of all past actions.

Under one umbrella enacting motion listing all actions which could be ratified, the assembly is free to cherry-pick the actions and either DIVIDE THE QUESTION or AMEND THE MAIN MOTION, so as to isolate the questionable action.

 

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I thank you for your example.  It may be my inexperience with the motion that drives the following question:  what happens to item #3?  RONR p. 347 says that any business transacted ... in the absence of a quorum is null and void, and the principle is also iterated on p. 124.  Is the indirect action of not ratifying #3 reflected in the minutes of the February meeting, sufficient to nullify the action?  What would the February minutes look like with regard to #3, or would there be any wording pointing out that #3 was not ratified?

Continuing...

RONR p. 124 states that the motion to ratify ...is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly(emphasis addied)  Cases where this procedure of ratification is applicable include: ...action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority.

With your indulgence I seek clarification on a more complex example. What would be done if a committee or officer acted beyond its or his/her scope of powers or duties?  

a) The board would have a motion to ratify which, on vote, is defeated.  What is the status of the actions of the committee or officer have already taken place?  RONR says the actions are not valid until ratified.  What points this out, the February minutes, or (correction of, if necessry) the January minutes that reflect that the actions were taken without a quorum and are not valid?  If it involves money or a contract, are additional motions required to recover costs to the organization from the committee or officer?

'b) The board moves to substitute the motion to censure for the motion to ratify and adopts the motion to censure.  Do the minutes of the February meeting that make note of this prove sufficient to make known that the actions of the committee or officer are null and void?  Again, is any further action needed to recover any costs from the committee members or officer?

c)  In order to avoid reputational damage to the organization, it ratifies the actions taken.  In order to express its dissatisfaction, however with the committee or officer, the board proposes a motion to censure.  Is this a legitimate way of proceeding?

Thank you for time in helping me to understand this motion more clearly.

Glen

Please excuse the punctuation on "b)".  Every time I type "b)" without the quotes, i get B) ...

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4 hours ago, Sean Hunt said:

The reason is because they are both motions that capture the assembly's reaction to a particular action taken. A censure is simple, it is the assembly formally expressing its disapproval. A ratification is the opposite. It is the assembly formally expressing its approval.

In this sense, the effect of the motion to ratify to give effect to the action can be seen as incidental. Even if that weren't specifically called out, any action to punish those who took that action would be, inherently, contrary to the motion approving of those actions. Thus ratify gains its effect of cementing the prior action.

After reading both your responses and the text in RONR, my understanding is that the actions are null and void UNLESS RATIFIED.  My argument would be, therefore, that the motion to ratify is required ONLY if the assembly or board desires to make the actions valid.  No action lets them remain invalid.  I will accept, reluctantly, that censure is a germane substitute, however.  The ratification is less a sense of approval as it is actually making the actions valid.  Censure is the sense of disapproval.  And while I accept what you and RONR say - that censure is a valid substitute- previous understanding of the rules of amending would lead me as a presiding officer to rule that the motion to ratify would need to be defeated, and that the motion to censure would be a separate motion.

Thank you for your time in discussing this with me.

Glen

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49 minutes ago, Hieu H. Huynh said:

Not approving something is not the same as expressing disapproval of it (see RONR 11th ed., p. 105, ll. 16-20).

Except that I don't think that this applies in this case; maybe you can help.  This section you reference is talking about framing a motion, and the use of negative motions, or their misuse, and I agree with your conclusion with the pages cited.

But is what you are saying is with reference to censure, or to ratify?  

With regard to the action taken in the examples earlier given, the actions were taken improperly and therefore, according to RONR, they are invalid.  Is what you are telling me here is that a motion adopted that is invalid because of the circumstances under which it was adopted (no quorum, beyond authority of committee, etc.) has some status other than invalid if a motion to ratify is not offered or amended?  I'm sorry, but you answer may be too brief for me to understand your point.

Thank you for your response,

Glen

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28 minutes ago, Daniel H. Honemann said:

How about picking out one example, give a reasonable amount of detail, and we can deal with it.

A committee enters into a contract but does so without board approval which is required; the committee has taken action beyond its authority.

Work has commenced as a result of the contract.

The board not happy with the committee exceeding its authority.  

What are its choices of action?  What other motions are required, if any?  What are the consequences to the committee members with each action?  What will the board's minutes reflect?  Will committee minutes need to be corrected, or will a report of the board's action need to be made in some way in the committee's minutes?

a.  Move to Ratify the action of the committee and vote yes to adopt ratify.

b.  Move to Ratify the action of the committee and vote no to defeat ratify.

c.  Move to Ratify the action of the committee and substitute the motion to censure the members of the committee and vote yest to adopt censure.

d.  Move to Ratify the action of the committee and amend the motion by adding a second clause to censure the members of the committee and vote yes to the amended motion.

Please verify or correct my remarks of my understanding of each action.

a.  No further action needed unless the board wishes to express its negative opinion of the committee's action.  If no further action taken by board, then board minutes will reflect the adopted motion to ratify.  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action?

b.  The board's defeating the motion to ratify means that the action taken by the committee is null and void with regards to the organization, and the committee members are personally responsible for satisfying the contract; the organization has no obligation to perform unless the contract binds the organization (this becomes a legal matter beyond the scope of this forum).  The board's minutes will reflect the motion to ratify was made and defeated.  Are any further motions needed to complete the board's disposition of matter?  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action? 

c.  The affirmative vote to censure results in the same actions and questions as "b." above.

d.  In my mind, this is the most complete action if the organization wishes to avoid reputational and financial risk, and does not wish to enter into any legal action(s) to void the contract or recover money from the committee members.  The board's minutes will reflect both the ratification and the censure.  What changes, if any, will need to be made to the committee's minutes?  Will any of the committee's documents need to reflect the board's action?

One more thing.  It has occurred to me the motion to ratify is amendable only to the extent that amendments can be made to affect future actions, that any amendments that are made that would be in conflict with actions already taken (such as entering into a contract as indicated in the example) would be out of order, correct?

Thanks, again, for your help in my growth in understanding the implications of this motion.

Glen

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I'm sorry.  The board's rules state that only the board can enter into contracts, not a subordinate body.  The committee, being a subordinate body, enters into a contract with a commercial entity to have that commercial entity perform services for the organization.  By entering into the contract it has acted in excess of its authority.  This is one of the actions that require ratification in order to be valid (RONR p. 124).  

(Of course it's always clearer to the writer than to those reading what the intended scenario is supposed to be.  Thank you for your patience.  I hope I have made this more clear.)

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The committee meets separately from the board and took the action at a properly-called committee meeting where there was a quorum of the committee present.  It is a standing committee made up of non-board members, but members of the organization.  It had a project it wanted to do and found a vendor to do it.  It then entered into an agreement/contract to have the services performed.  It mistakenly thought it had the authority to do so.  Contracts are signed by the president or the CEO; this one was signed by the committee chair after the committee voted to proceed with the work using the vendor approved by vote; the action was carried out by the chair of the committee..

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Okay, this additional information helps, but please bear with me a bit longer.

You refer to three entities, a committee, a board, and an organization. The committee appears to be a standing committee of the organization itself, and not a committee of the board.

As you know, a board cannot delegate any of its authority unless the organization's governing documents authorize it to do so (pp. 484-485), and cannot ratify any action taken by a committee that it could not have authorized the committee to take (p. 125, ll. 6-8). Are we to assume that the board was, in fact, somehow authorized to authorize the action taken by the committee, but simply had not done so, even although, as you say, the "board's rules state that only the board can enter into contracts"?

 

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If we are to assume that the board was, in fact, authorized by the organization to authorize the action taken by the committee in the organization's behalf, I would respond to each of your items a. through d. as follows:

a. If the board adopts a motion to ratify the action taken by the committee, then the board, acting in behalf of the association, has validated the action taken by the committee. The board's minutes will reflect its adoption of the motion to ratify. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to.

b. If the board rejects a motion to ratify the action taken by the committee, the organization may or may not be legally bound by the terms of the contract, but this question and the question of personal responsibility of committee members are purely legal matters, and not questions of parliamentary law.  The board's minutes will reflect that the motion to ratify was made and defeated. Nothing further need be done to reflect that the committee's action has not been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to.

c. If a motion is made to ratify the action taken by the committee, a motion to censure the members of the committee is substituted for it, and the motion to censure is adopted, the organization may or may not be legally bound by the terms of the contract, but this question and the question of personal responsibility of committee members are purely legal matters, and not questions of parliamentary law.  The board's minutes will reflect that the motion to censure was adopted. Nothing further need be done to reflect that the committee's action has not been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to.

d. If a motion to ratify the action taken by the committee is amended by adding a clause to censure the members of the committee, and the motion as so amended is adopted, the board's minutes will reflect the adoption of the motion as so amended. Nothing further need be done to reflect that the committee's action has been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to.

I'm afraid I do not understand what you mean when you say that a motion to ratify is amendable only to the extent that amendments can be made to affect future actions, and that any amendments that are made that would be in conflict with actions already taken (such as entering into a contract as indicated in the example) would be out of order, which leads me to believe that I still have not come to grips with whatever it is that is at the heart of your question.

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Thank you for your most thorough reply. 

And I apologize for not being able to make my comment / question on amending the motion to ratify more clear. It may be that my own puzzlement prevents my asking the question more clearly. 

I greatly appreciate your attempts to help. Your answers have helped a great deal. 

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