Ratification process for newbies

[ranitamia]

I am a volunteer for a membership organization serving as Chair. The executive committee (volunteer board of membership organization) is discussing making a modification to the bylaws. I am trying to understand what this process looks like in light of this snapshot from our bylaws:

"Amendments to the Bylaws shall be by action of the Executive Committee, subject to ratification at the next annual membership meeting."

This is what I understand the process to look like:

1) Discussion at next Executive Committee meeting where group agrees with bylaw change

2) Executive Committee member makes a motion, second.

3) Fast forward to membership meeting in March.....quorum is identified. Chair puts the "motion" (?) to the membership and asks for a vote. (How do I word this for the membership? Is this a motion, resolution, recommendation? Do I  need a member to make a motion, second, debate then vote?

I certainly enjoy volunteering but this is confusing me! Please help and THANK YOU for your time.

[Joshua Katz]

It confuses me too.  Unfortunately, the task here is understanding your bylaws, not RONR, which is a task only you can do.  (We might suggest amending the bylaws, except...)  My personal opinion is that, apparently, the EC can amend the bylaws, with the change taking effect immediately, but that this act must be affirmatively ratified at the next annual membership meeting, otherwise the bylaws change back.  The ratification (I'm on more solid ground here) would be a motion, and thus must be made by someone and so on.  

[Dan Honemann]

55 minutes ago, Joshua Katz said:

It confuses me too.  Unfortunately, the task here is understanding your bylaws, not RONR, which is a task only you can do.  (We might suggest amending the bylaws, except...)  My personal opinion is that, apparently, the EC can amend the bylaws, with the change taking effect immediately, but that this act must be affirmatively ratified at the next annual membership meeting, otherwise the bylaws change back.  The ratification (I'm on more solid ground here) would be a motion, and thus must be made by someone and so on.  

The necessity for ratification is to "confirm or make valid an action already taken that cannot become valid until approved by the assembly" (RONR, 11th ed., p. 124). 

[Guest Who's Coming to Dinner]

2 hours ago, ranitamia said:

3) Fast forward to membership meeting in March.....quorum is identified. Chair puts the "motion" (?) to the membership and asks for a vote. (How do I word this for the membership? Is this a motion, resolution, recommendation? Do I  need a member to make a motion, second, debate then vote?

Without a motion before the meeting, there is nothing to consider and vote upon. A resolution is merely a motion in written form, often elaborated. When the amendment comes up in the order of business, a member (presumably but not necessarily from the Executive Committee) should move that it be ratified. I don't think a second will be necessary if one or more Executive Committee members are also general members, since that means more than one member already wishes to consider the motion.

[ranitamia]

Thank you for this information. I appreciate your time  in answering.

[Joshua Katz]

2 hours ago, Daniel H. Honemann said:

The necessity for ratification is to "confirm or make valid an action already taken that cannot become valid until approved by the assembly" (RONR, 11th ed., p. 124). 

Agreed, but is it unreasonable to think that this bylaw is misusing the word?  It says that "[a]mendments ... shall be by action of the Executive Committee."  What can that mean if the changes are invalid until the next annual meeting?

[Richard Brown]

43 minutes ago, Joshua Katz said:

Agreed, but is it unreasonable to think that this bylaw is misusing the word?  It says that "[a]mendments ... shall be by action of the Executive Committee."  What can that mean if the changes are invalid until the next annual meeting?

As you suggested in your first post, this is ultimately a question of the organization interpreting its own bylaws. You can't take just the first part of the operative sentence and ignore the rest.  The complete sentence is:  " Amendments to the Bylaws shall be by action of the Executive Committee, subject to ratification at the next annual membership meeting."  (Emphasis added).  I think it is unreasonable to interpret that sentence as meaning a bylaw amendment goes into effect immediately upon "action" by the Executive Committee but will stand as rescinded if the general membership fails to ratify the amendment at the annual meeting.  I think the only rational interpretation is that an amendment, once "acted upon" by the executive committee, still does not become effective unless and until ratified by the membership at the next annual membership meeting.  I see it as a two-step process for adoption and that nothing is actually adopted until ratified by the general membership at the next annual membership meeting. 

I also noted that the applicable bylaw provision does not mention "adoption" by the executive committee:  It uses the term "by action of the Executive Committee".  Perhaps that is to insure that everyone knows the executive committee isn't officially "adopting" anything but,, perhaps, simply recommending ratification/adoption by the general membership.

It is a poorly worded and confusing bylaw provision and in the end must be interpreted by the organization itself. My own opinion is that nothing becomes validly adopted unless and until approved by the membership at the next annual meeting.  I think the "action" of the Executive Committee is more of a recommendation than an actual "adoption" of the bylaw amendment.

[Joshua Katz]

7 minutes ago, Richard Brown said:

It is a poorly worded and confusing bylaw provision and in the end must be interpreted by the organization itself. My own opinion is that nothing becomes validly adopted unless and until approved by the membership at the next annual meeting.  I think the "action" of the Executive Committee is more of a recommendation than an actual "adoption" of the bylaw amendment.

Well, I certainly agree with the first sentence.  The last sentence, though, seems to illustrate my point - some word, somewhere, has to not mean what it should mean, for this whole thing to work.  Either action means recommendation, or ratification means non-disapproval (or something like that).  It's my impression that people are more likely to misuse ratification than action, although I'll grant many people don't really seem to understand what RONR means by action, either, based on, say, many minutes.  

In the end, though, what you or I think it means is, as you point out, irrelevant.  The point is that the OP will not find language in RONR to say "do it this way," and that the organization will need to interpret its own bylaws.  On that we agree.

[Gary Novosielski]

In my view, the requirement for ratification by the membership means that it cannot become effective unless and until ratified.

It seems to me that the action of the Executive committee to approve the proposed amendment would be to make ratification a general order for the subsequent annual meeting.

My question would be whether the membership has the ability to amend the language, or whether it is simply an up/down vote, debatable but not amendable.  I am leaning toward the latter interpretation. While debate may go into the merits of the proposal, the motion actually before the membership is that the action of the Executive Committee be ratified.   While that language may certainly be amended, for example to strike ratified and insert censured,  I don't see a way to amend the EC's proposal.