Loophole with motion to ratify?

[Reuben L. Lillie]

I'm concerned that RONR 11 has a potentially dangerous loophole with respect to ratifying action taken at a special meeting.

From p. 93:

"If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124-25) by the organization at a regular meeting (or at another special meeting properly called for that purpose)."

By stipulating "a" regular meeting rather than "the next regular meeting at the latest" (or at least specifying that ratification should take place at subsequent special meeting called specifically for that purpose if not as a special order of business at the next regular meeting at the latest, allowing for it to be postponed definitely but disallowing it to be laid on the table such that ratification could ever fall to the ground), what is to keep a majority at a special meeting from abusing the rights of absentees? That actions "must" be ratified seems insufficient, creating an indefinite timeline. Is there no statute of limitations on the motion to ratify (as opposed to the motion to censure)? Or can an organization go on acting as though business conducted outside the scope of a special meeting is valid so long as it is 'eventually' ratified?

I'm concerned that organizations which fail to ratify such actions in a timely manner may have several invalidated (i.e., not-yet-validated) actions indefinitely. Avoidance seems permissible by the current language of RONR. And such prolonged neglect seems to violate the rights of absentees.

[Josh Martin]

13 minutes ago, Reuben L. Lillie said:

I'm concerned that RONR 11 has a potentially dangerous loophole with respect to ratifying action taken at a special meeting.

From p. 93:

"If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124-25) by the organization at a regular meeting (or at another special meeting properly called for that purpose)."

By stipulating "a" regular meeting rather than "the next regular meeting at the latest" (or at least specifying that ratification should take place at subsequent special meeting called specifically for that purpose if not as a special order of business at the next regular meeting at the latest, allowing for it to be postponed definitely but disallowing it to be laid on the table such that ratification could ever fall to the ground), what is to keep a majority at a special meeting from abusing the rights of absentees? That actions "must" be ratified seems insufficient, creating an indefinite timeline. Is there no statute of limitations on the motion to ratify (as opposed to the motion to censure)? Or can an organization go on acting as though business conducted outside the scope of a special meeting is valid so long as it is 'eventually' ratified?

I'm concerned that organizations which fail to ratify such actions in a timely manner may have several invalidated (i.e., not-yet-validated) actions indefinitely. Avoidance seems permissible by the current language of RONR. And such prolonged neglect seems to violate the rights of absentees.

There is no “statute of limitations” on the motion to Ratify, but avoidance is a foolish strategy, since unless and until the actions are ratified, those who carry out those actions could be subject to disciplinary action. As the text notes, the action must be ratified to become valid. Therefore, the action is not valid until it is ratified.

[Atul Kapur]

24 minutes ago, Reuben L. Lillie said:

Or can an organization go on acting as though business conducted outside the scope of a special meeting is valid so long as it is 'eventually' ratified?

Where are you getting the idea that the organization can go on (or even start) acting as though it's valid before it's ratified?

The citation you quote from page 93 is clear that, "to become valid" it has to be ratified. It is not valid until then.

[Reuben L. Lillie]

3 minutes ago, Josh Martin said:

There is no “statute of limitations” on the motion to Ratify, but avoidance is a foolish strategy, since unless and until the actions are ratified, those who carry out those actions could be subject to disciplinary action. As the text notes, the action must be ratified to become valid. Therefore, the action is not valid until it is ratified.

Of course. My question was more rhetorical than inquiry. Sorry if I was unclear on that. My chief concern is for organizations which either (a) misunderstand the motion to ratify as compulsory or else (b) those members who abuse special meetings to conduct business in the absence of certain members under the pretence that it is somehow "valid until censured" (a de facto ratification, or ratification by silent acquiescence or ignorance) rather than being more forthright and judicious about needing to ratify it formally.

[Reuben L. Lillie]

2 minutes ago, Atul Kapur said:

Where are you getting the idea that the organization can go on (or even start) acting as though it's valid before it's ratified?

The citation you quote from page 93 is clear that, "to become valid" it has to be ratified. It is not valid until then.

Sure. I'm talking about organizations or members who falsely presume such actions to be valid or else who neglect to ratify (and therefore validate) actions in a timely manner.

[Guest Zev]

The word itself could conceivably have been avoided altogether by stating that motions adopted without quorums or not mentioned in the call of a special meeting were simply null and void and needed to be re-introduced at a future meeting once having met any notice requirements. However, the word ratify and its variants occurs twenty-five times in this book, and I am somewhat doubtful that the authors are burning to re-write all these sections. But, you never know.

[Josh Martin]

1 hour ago, Reuben L. Lillie said:

Sure. I'm talking about organizations or members who falsely presume such actions to be valid or else who neglect to ratify (and therefore validate) actions in a timely manner.

I’m not entirely clear on how placing a “statute of limitations” on the motion to Ratify helps with either of these things. It would seem to me that, if any clarification in this matter is desirable, it is in clarifying the fact that the actions are not valid unless and until they are ratified, and/or clarifying the potentially dire consequences in the event that actions are taken which are not later ratified. I would think the latter of these, in particular, would drastically cut down on the problems you mention.

Edited March 12, 2019 at 10:08 PM by Josh Martin

[Atul Kapur]

1 hour ago, Reuben L. Lillie said:

Sure. I'm talking about organizations or members who falsely presume such actions to be valid or else who neglect to ratify (and therefore validate) actions in a timely manner.

I think that the solution is for any member (eg: you) to move, at the first opportunity, a motion to Ratify or to Censure the action taken. That forces the assembly to bring closure to the invalid action.

[Reuben L. Lillie]

13 minutes ago, Josh Martin said:

I’m not entirely clear on how placing a “statute of limitations” on the motion to Ratify helps with either of these things. It would seem to me that, if any clarification in this matter is desirable, it is in clarifying the fact that the actions are not valid unless and until they are ratified, and/or clarifying the potentially dire consequences in the event that actions are taken which are not later ratified. I would think the latter of these, in particular, would drastically cut down on the problems you mention.

Almost. Again, I'm not advocating for imposing a "statute of limitations." I was merely using the phrase rhetorically and for illustrative purposes. If you find it distracting, then please ignore it. Sorry for any confusion on that point.

Clarifying the consequences as you suggest doesn't quite accomplish what I believe needs to happen either.

What I'm advocating for is being more explicit about best practice in keeping with the rest of RONR, namely, that the motion to ratify should be made a special order of business at the next regular meeting at the latest (if not at another special meeting properly called for that purpose). I'm further advocating that the motions to postpone either indefinitely or definitely and the motion to lay on the table not be applicable to the motion to ratify, at least insofar as a motion to ratify should not be allowed to fall to the ground. That is, the motion to ratify could still be postponed definitely or laid on the table, but not in such a way that ratification could fall to the ground. The motion to reconsider doesn't make sense either for the same reason that the motion to amend doesn't--the opposite of the motion to ratify is the motion to censure (although the motion to censure has other applications).

Business should not be allowed to go unratified. The possibility for abuse or neglect exists with the current language, and RONR should account for it.

[Reuben L. Lillie]

17 minutes ago, Atul Kapur said:

I think that the solution is for any member (eg: you) to move, at the first opportunity, a motion to Ratify or to Censure the action taken. That forces the assembly to bring closure to the invalid action.

It's a nice idea, but it leaves too much to chance (that the motion would be raised). RONR should be more explicit in recommending that ratification be made the order of business for another special meeting called for that purpose or else "the next regular meeting at the latest" (not just "a" meeting at some less defined point in the future of the organization).

[Josh Martin]

57 minutes ago, Reuben L. Lillie said:

Almost. Again, I'm not advocating for imposing a "statute of limitations." I was merely using the phrase rhetorically and for illustrative purposes. If you find it distracting, then please ignore it. Sorry for any confusion on that point.

Clarifying the consequences as you suggest doesn't quite accomplish what I believe needs to happen either.

What I'm advocating for is being more explicit about best practice in keeping with the rest of RONR, namely, that the motion to ratify should be made a special order of business at the next regular meeting at the latest (if not at another special meeting properly called for that purpose). I'm further advocating that the motions to postpone either indefinitely or definitely and the motion to lay on the table not be applicable to the motion to ratify, at least insofar as a motion to ratify should not be allowed to fall to the ground. That is, the motion to ratify could still be postponed definitely or laid on the table, but not in such a way that ratification could fall to the ground. The motion to reconsider doesn't make sense either for the same reason that the motion to amend doesn't--the opposite of the motion to ratify is the motion to censure (although the motion to censure has other applications).

Business should not be allowed to go unratified. The possibility for abuse or neglect exists with the current language, and RONR should account for it.

I don’t understand this concern or why it is felt that this is a best practice. It appears that the concern is that there is a mistaken belief that actions which are not valid unless ratified are either presumed to be valid or are in a sort of limbo until the assembly either ratifies or censures them. The appropriate course of action would seem to be to correct this belief (and ideally to prevent members from taking such actions in the first place, unless absolutely necessary). The solution you propose, it seems to me, would actually add to the confusion regarding the status of an action which has not yet been ratified.

47 minutes ago, Reuben L. Lillie said:

It's a nice idea, but it leaves too much to chance (that the motion would be raised). RONR should be more explicit in recommending that ratification be made the order of business for another special meeting called for that purpose or else "the next regular meeting at the latest" (not just "a" meeting at some less defined point in the future of the organization).

I really think the consequences part I mentioned earlier would be more effective.

RONR notes in the section on quorum that if members take action without a quorum, they do do at their own risk. My suggestion would be to include this warning in all cases where ratification is mentioned, and to more fully explain is meant by “risk.” If this was made clear to members, I expect that the very persons who took the action would seek to have their actions ratified as soon as possible.

Edited March 12, 2019 at 11:30 PM by Josh Martin

[Guest Zev]

Perhaps part of the problem is that ratification is being used in two cases: (1) motions that have no effect until ratified and can sit out there until the end of the world; or (2) an officer, a committee, or someone else that actually performed an act that needs either ratification, corrective measure, or censure because of the nature of what they did that left unattended may produce some situation or harm.

[Reuben L. Lillie]

Procedurally, it makes no sense to leave ratification open ended. Communicating risk is important, but it is insufficient. If ratification is required, then it should be spelled out in procedure. Otherwise, the loophole remains. Although unratified action may remain "invalid," it often remains acted upon nonetheless.

[Guest Zev]

45 minutes ago, Reuben L. Lillie said:

Procedurally, it makes no sense to leave ratification open ended.

I have no problem with this because the assembly is fully aware of what the situation is.

46 minutes ago, Reuben L. Lillie said:

Communicating risk is important, but it is insufficient.

I have no idea what the risk is because I do not know what the text of the unratified motion is.

47 minutes ago, Reuben L. Lillie said:

If ratification is required, then it should be spelled out in procedure.

It is already spelled out on pages 124 and 125. What else is there to do?

49 minutes ago, Reuben L. Lillie said:

Otherwise, the loophole remains.

The consensus here is that there is no loophole.

50 minutes ago, Reuben L. Lillie said:

Although unratified action may remain "invalid," it often remains acted upon nonetheless.

It is dead as a doornail. I disagree that it has been "acted upon" in the parliamentary sense. The unratified motion has no effect because the current rule states that a quorum present is necessary. Nothing in the world prevents you or anyone else from moving to ratify or even acting as if the unratified motion did not exist and move it again. A motion that is invalid due to a lack of quorum, a motion that was made and then withdrawn, or a motion that was imagined in someone's head and never made are all the same, they have no effect.

The motion to Ratify did not exist until 1915 and if it disappeared in 2020 then I strongly suspect that its demise would not be mourned by many. At least not by me.

[Reuben L. Lillie]

I understand what you're saying. I'm not looking for a polemic. My qualms are not merely theoretical. The contents of pages 124 and 125 are not the primary issue. Page 93 is. It doesn't matter how long the motion has existed, it's in the current language. We who are privy to parliamentary procedure can insist that actions are invalid until ratified. But since there is nothing insisting that ratification be dealt with in a timely manner, only at "a" regular meeting, then there is also little to prevent it from becoming an afterthought in practice. Members are susceptible to the abuse of special meetings to take time-sensitive action outside the call of the meeting such that otherwise invalid (i.e., unratified) actions are only left to be ratified, censured, or worse ignored well after such actions may be carried out after the fact, at "a" regular meeting rather than as a special order of business at the next regular meeting at the latest. RONR is so particular about so many things that are much more innocuous, but not this? All I'm asking is for consistency. It is a loophole. And I've discussed it at length with a district director and state president of NAP.

Edited March 18, 2019 at 08:50 PM by Reuben L. Lillie

[Dan Honemann]

43 minutes ago, Reuben L. Lillie said:

 It is a loophole. And I've discussed it at length with a district director and state president of NAP.

Fine. Let's let it go at that.  🙂

[Shmuel Gerber]

20 minutes ago, Daniel H. Honemann said:

1 hour ago, Reuben L. Lillie said:

 It is a loophole. And I've discussed it at length with a district director and state president of NAP.

Fine. Let's let it go at that.  🙂

Or Mr. Lillie can revert to using the 10th edition of RONR, which states, "The personal approval of a proposed action obtained separately by telephone or individual interview, even from every member of a board, is not the approval of the board, since the members were not present in one room where they could mutually debate the matter. If action on such a basis is necessary in an emergency, it must be ratified at the next regular board meeting in order to become an official act of the board."

[Guest Zev]

40 minutes ago, Reuben L. Lillie said:

The contents of pages 124 and 125 are not the primary issue. Page 93 is.

The text on page 93 does not suggest anything that is contrary to pages 124-125, all it suggests is that the assembly has options on how to deal with the issue.

40 minutes ago, Reuben L. Lillie said:

It doesn't matter how long the motion has existed, it's in the current language.

Absolutely not! The motion does not exist.  Ratify is just a fancy word for "we are moving the same text as a motion moved in a previous meeting and deciding whether to adopt it or not." I have tried to determine what property or feature a motion to Ratify has that a regular main motion has and cannot find any difference between the two.

44 minutes ago, Reuben L. Lillie said:

We who are privy to parliamentary procedure can insist that actions are invalid until ratified.

I my view making something invalid or determining that something never existed may be two different things. A motion that was adopted without a quorum being present did not invalidate something but the action it proposed did not take place.

47 minutes ago, Reuben L. Lillie said:

But since there is nothing insisting that ratification be dealt with in a timely manner, only at "a" regular meeting, then there is also little to prevent it from becoming an afterthought in practice.

I fail to see what is wrong with this. If a motion died because it failed the quorum requirement then it seem reasonable that the assembly has no particular reason to be compelled into taking any action whatsoever. You yourself admits that this is the case.

52 minutes ago, Reuben L. Lillie said:

Members are susceptible to the abuse of special meetings to take time-sensitive action outside the call of the meeting such that otherwise invalid (i.e., unratified) actions are only left to be ratified, censured, or worse ignored well after such actions may be carried out after the fact, at "a" regular meeting rather than as a special order of business at the next regular meeting at the latest.

How can members be abused if no motion has been adopted? If some issue is time-sensitive and has failed due to the lack of quorum then it seems reasonable that notice of another special meeting is needed before damage takes place and a special effort made to alert the absent members of the consequences of inaction. If the consequences are dire in the extreme and the members that are present cannot live with inaction then they may do something. In this case, however, they do so at their own personal risk.

1 hour ago, Reuben L. Lillie said:

RONR is so particular about so many things that are much more innocuous, but not this?

RONR said that the motion has no effect and that the solution can be dealt with in several different way at the discretion of the assembly. How much more generous can a dude get?

1 hour ago, Reuben L. Lillie said:

All I'm asking is for consistency.

I do not see any inconsistency in any of this. The previous answers do not lead me to another conclusion.

1 hour ago, Reuben L. Lillie said:

 It is a loophole.

I'm looking for it but I cannot find it.

1 hour ago, Reuben L. Lillie said:

And I've discussed it at length with a district director and state president of NAP.

If someone in this organization has performed an act to which they had no previous authorization to perform and now some corrective action is needed, then calling the motion ratify, or by any other name, makes no difference whatsoever. Get into that meeting and offer your views on how to fix it.

[Josh Martin]

2 hours ago, Guest Zev said:

It is dead as a doornail. I disagree that it has been "acted upon" in the parliamentary sense. The unratified motion has no effect because the current rule states that a quorum present is necessary. Nothing in the world prevents you or anyone else from moving to ratify or even acting as if the unratified motion did not exist and move it again. A motion that is invalid due to a lack of quorum, a motion that was made and then withdrawn, or a motion that was imagined in someone's head and never made are all the same, they have no effect.

The motion to Ratify did not exist until 1915 and if it disappeared in 2020 then I strongly suspect that its demise would not be mourned by many. At least not by me.

Mr. Lillie’s principal concern appears to be the ratification of any actions taken by officers pursuant to such motions, either because the officers are apparently unaware that the actions need to be ratified (notwithstanding that RONR says they have to be ratified) or believe that the actions are of such importance that they are willing to take the risks associated and hope their actions will be ratified.

3 hours ago, Reuben L. Lillie said:

Procedurally, it makes no sense to leave ratification open ended. Communicating risk is important, but it is insufficient. If ratification is required, then it should be spelled out in procedure. Otherwise, the loophole remains. Although unratified action may remain "invalid," it often remains acted upon nonetheless.

Yes, of course they often remain acted upon nonetheless. If they weren’t so important that they should be acted on immediately, there is no reason to adopt the motion without a quorum or without proper notice in the first place. It can wait until the assembly has a quorum, or until the next regular meeting, or until a special meeting where the item is included in the call. The entire purpose of the motion to ratify is to permit the assembly to ratify these actions if it wishes to do so.

I am not personally clear on why it is felt that communicating risk is insufficient. Unless and until the actions are ratified, the persons who took the actions assume direct personal responsibility for them. This would include, for instance, the expenditures of any funds associated with the action. It seems to me that if this risk was more thoroughly communicated, members and officers who took these actions would be highly motivated to ensure that they were ratified as soon as possible, and more importantly, would avoid taking such actions in the first place unless absolutely necessary. I personally think this would be far more persuasive to most people than saying “You have to ratify them at the next meeting, rather than at any meeting. Because the book says so.”

1 hour ago, Reuben L. Lillie said:

I understand what you're saying. I'm not looking for a polemic. My qualms are not merely theoretical. The contents of pages 124 and 125 are not the primary issue. Page 93 is. It doesn't matter how long the motion has existed, it's in the current language. We who are privy to parliamentary procedure can insist that actions are invalid until ratified. But since there is nothing insisting that ratification be dealt with in a timely manner, only at "a" regular meeting, then there is also little to prevent it from becoming an afterthought in practice. Members are susceptible to the abuse of special meetings to take time-sensitive action outside the call of the meeting such that otherwise invalid (i.e., unratified) actions are only left to be ratified, censured, or worse ignored well after such actions may be carried out after the fact, at "a" regular meeting rather than as a special order of business at the next regular meeting at the latest. RONR is so particular about so many things that are much more innocuous, but not this? All I'm asking is for consistency. It is a loophole. And I've discussed it at length with a district director and state president of NAP.

Members are free to address these problems at any time by introducing motions on the actions in question. If the assembly continues to ignore the actions despite their attention being brought to the actions, that is the fault of the assembly, not of anything in RONR, and I am frankly doubtful that any changes to RONR would improve the situation.

Edited March 18, 2019 at 10:20 PM by Josh Martin

[Atul Kapur]

2 hours ago, Reuben L. Lillie said:

And I've discussed it at length with a district director and state president of NAP.

 

1 hour ago, Daniel H. Honemann said:

Fine. Let's let it go at that.  🙂

I was going to ask if they were the ones who referred him to this forum.