Vote by Email. Can it be ratified?

[Drake Savory]

Because of a timely issue the President of our organization held a vote by email, which is not allowed by the bylaws, to meet a legal requirement that a certain expenditure is approved by the Board.  The executive committee can act for the Board between meetings as well.  So it seems to me that the action (spending the money) still needs to be Ratified.  What I'm stuck on is what exactly needs to be ratified.  Is it that action of the executive committee in spending the money since it needed approval of a larger assembly (I don't have my RONR handy but I know I read that under the motion to Ratify) and that vote was never legally taken before the money was spent or are we ratifying the vote that was taken by an invalid method because I'm not 100% sure that an invalid vote can be ratified.

[Hieu H. Huynh]

It cannot be ratified if it violates the bylaws 

[Richard Brown]

2 hours ago, Drake Savory said:

So it seems to me that the action (spending the money) still needs to be Ratified.  What I'm stuck on is what exactly needs to be ratified.

 

56 minutes ago, Hieu H. Huynh said:

It cannot be ratified if it violates the bylaws 

I think the action of the president (and any other officers) in spending the money which had not properly been authorized can be ratified as long as the expenditure is something which could have been ratified in the first place.  If it is an expenditure prohibited by the bylaws, then I agree that it cannot be ratified.

This situation seems to be covered by the third bullet point in the following quote from page 124 of RONR:

"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. 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;
    •    action taken at a special meeting with regard to business not mentioned in the call of that meeting;
    •    action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority;"   (Emphasis added).

[Nathan Zook]

Since your bylaws do not create the ability for the board to have email votes, it would seem to me that what needs to be ratified is the President's expenditure of funds.  The fact that the President polled the members of the board (or the assembly--I am uncertain which) before undertaking an action is a wise move, but I don't see that it affects the parliamentary situation.

Additionally, even if the executive committee had approved the decision at a regular meeting, it does not sound to me that you have satisfied the legal requirement that the expenditure be approved "by the board".  That would be a question of law, and I am not a lawyer, and this is not legal advice.  But if I were a member of your board, I would argue that position.  If I were speaking to counsel, I would ask what authority does the board have under the statute to delegate responsibilities, and specifically if a general or specific delegation would suffice.