Change of Board Meeting Day

[TVS]

in January 2016 our Temple sets the  BOT meeting dates for the entire year which was voted and approved.   In month of July due to several events taking place at the Temple on the pre approved meeting date, the Temple secretary (also a board member)  called for the meeting one day prior to the  BOT approved day.

 Majority of the trustees attended the meeting and the meeting was called to order.  Several Key issues were addressed and voted upon.

 Now few trustees are raising issues stating that the meeting day was changed without the approval of the Board, therefore any decisions made in this meeting are  Null and Void.  Please explain if they are correct.

[Dan Honemann]

18 minutes ago, trmarwaha said:

in January 2016 our Temple sets the  BOT meeting dates for the entire year which was voted and approved.   In month of July due to several events taking place at the Temple on the pre approved meeting date, the Temple secretary (also a board member)  called for the meeting one day prior to the  BOT approved day.

 Majority of the trustees attended the meeting and the meeting was called to order.  Several Key issues were addressed and voted upon.

 Now few trustees are raising issues stating that the meeting day was changed without the approval of the Board, therefore any decisions made in this meeting are  Null and Void.  Please explain if they are correct.

It seems to me that there is no getting around the fact that the meeting was not a regular or properly called meeting.

My suggestion would be that, at the next regular meeting of your board (or at a special meeting called for this purpose), a point of order be raised concerning the validity of the actions taken at this meeting, and if this point of order is determined to be well taken, move once again the adoption of all of the main motions declared to have been adopted at the improperly called meeting.

[Kim Goldsworthy]

>> ...  the Temple secretary (also a board member)  called for the meeting one day prior to the  BOT approved day.

Q. Is it the case that your bylaws do not authorize your secretary to call "special meetings" (i.e., meetings in-between the fixed regular meeting dates)?

If your secretary has no such authorization, then the special meeting of your Board of Trustees (BOT) was indeed improper.

***

But at a later meeting of the BOT, you can have the BOT ratify (that is the technical term in Robert's Rules of Order) any or all actions taken in the improper special meeting.

So, yes, the actions are probably "null and void" -- but not to worry, as the body who executed the null-and-void actions is the proper body to ratify those actions.

Bottom line: An extra step. Big deal. No harm done. -- Assuming the BOT has the majority vote supporting the ratification of all those actions.

[Dan Honemann]

2 minutes ago, Kim Goldsworthy said:

>> ...  the Temple secretary (also a board member)  called for the meeting one day prior to the  BOT approved day.

Q. Is it the case that your bylaws do not authorize your secretary to call "special meetings" (i.e., meetings in-between the fixed regular meeting dates)?

If your secretary has no such authorization, then the special meeting of your Board of Trustees (BOT) was indeed improper.

***

But at a later meeting of the BOT, you can have the BOT ratify (that is the technical term in Robert's Rules of Order) any or all actions taken in the improper special meeting.

So, yes, the actions are probably "null and void" -- but not to worry, as the body who executed the null-and-void actions is the proper body to ratify those actions.

Bottom line: An extra step. Big deal. No harm done. -- Assuming the BOT has the majority vote supporting the ratification of all those actions.

Actions taken at a meeting which is not a regular or properly called meeting cannot be ratified.

[Kim Goldsworthy]

(RONR, excerpt, page 124-125 under "ratify"]

>> 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.

***

As DHH posted:

>> Actions taken at a meeting which is not a regular or properly called meeting 

>> cannot be ratified.

***

That is a subtle difference which I do not agree with.

I do not see support for that assertion within pages 124-125 (under "ratify"). -- The text gives no indication that "a given action becomes un-ratifiable when executed outside of a meeting.

***

I assert:

   • IF the Board could have authorized X in a regular meeting,

   • THEN the Board can ratify X in a regular meeting.

***

To repeat the RONR quote:

>> An assembly can ratify only such actions of its [subordinates] as it would have had the right to authorize in advance.

Therefore:

   • IF the Board could authorize-in-advance a given Motion M,

   • THEN the Board can ratify Motion M.

***

Thus my conclusion:

   • IF actions taken by "... officers, committees ..." can be ratified, even though action X occurred outside a meeting,

   • THEN actions taken by a subset of individual Trustees can be ratified by the Board, even though action X occurred outside of a meeting.

***

Whether it be

(a.) a treasurer who changes bank accounts without proper BOT authorization; or

(b.) a subset of Trustees gathering on a weekend party, agreeing to resolutions, which will have to be properly approved later;

-- there is no difference in the ratification principle of RONR.

The ratification process can look at the actions, and either (a.) bless the undertaking or (b.) condemn the undertaking.

Perhaps the BOT, in a regular meeting, will censure the subset of Trustees for their inappropriate action.

Quote

[RONR, page 125]

A motion to ratify can be amended by substituting a motion of censure, and vice versa,

when the action involved has been taken by an officer or other representative of the assembly.

 

 

[Richard Brown]

Hmmm. I have been under the impression that almost anything can be ratified if it is something that the assembly could have done if it had gone about it properly. Kim's position makes sense to me. Dan's position seems to conflict with the second paragraph of FAQ number 19. I would post a link, but I'm on my cell phone and don't know how to do it with my phone.

I hope we can explore this further.

[Dan Honemann]

12 hours ago, Richard Brown said:

Hmmm. I have been under the impression that almost anything can be ratified if it is something that the assembly could have done if it had gone about it properly. Kim's position makes sense to me. Dan's position seems to conflict with the second paragraph of FAQ number 19. I would post a link, but I'm on my cell phone and don't know how to do it with my phone.

I hope we can explore this further.

You're welcome to try to pick out the relevant parts of this thread if you would like.