Ratification as a substitute for special meeting notice

[Guest HOA Director]

Quote

My board regularly holds special meetings without the required notice, approves action, then ratifies it at a scheduled meeting, despite my objection. There is no true emergency, but there's also no clear definition of the word "emergency".  Is this proper? Should the ratification be conditioned on a unanimous vote?

 

[Josh Martin]

Is the word "emergency" in your bylaws? If not, I am not certain why you are hung up on whether there is a "true emergency" or the definition of this word. The rules regarding taking action at a special meeting without proper notice, and subsequent ratification of these actions at a later meeting, are the same regardless of whether or not those actions were taken due to an emergency. The existence of an "emergency" may affect members' decisions of whether to take such actions (and whether to ratify them), but this is not a parliamentary issue. If your bylaws have rules governing emergencies, then it is up to your organization to interpret its own bylaws.

So far as RONR is concerned, your organization is free to ratify motions adopted at special meetings held without the required notice, whether or not those actions were taken due to an emergency. Ratification is not conditioned on a unanimous vote. A majority vote is sufficient, unless the original action would have required a higher vote, in which event the motion to Ratify requires the same vote. Whether or not the actions were taken due to an emergency has no bearing on the vote required to ratify the actions.

I would note, however, that it is extremely unwise to habitually conduct business in this manner. When actions are taken at a special meeting which has not had sufficient notice, these are actions of the individuals, not of the society, unless and until they are ratified. The reason that we frequently caution societies to use this sparingly (such as in an emergency) is not because their ability to ratify these actions is limited to emergencies, but because there is great risk to the members if the actions are not ratified. If the actions are not ratified, the members who took the actions are personally responsible for them. So everything is well and good if the assembly keeps ratifying them every time, but it's a pretty big gamble the board is taking each time it does this.

Edited April 1, 2020 at 05:46 PM by Josh Martin

[George Mervosh]

Josh, a question on your second paragraph.  I thought it was mentioned here some time ago that motions adopted at a meeting that is not a regular or properly called meeting cannot be ratified, but "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."  (p. 125).

Am I making a distinction without a difference, or do I have this all wrong (again)?

[Dan Honemann]

My own view of it is that action taken at a special meeting with regard to business not mentioned in the call of that meeting can be ratified only if the meeting was a meeting that was properly called.

But, of course, I'm known to have weird views on this subject.

 

[J. J.]

2 hours ago, George Mervosh said:

Josh, a question on your second paragraph.  I thought it was mentioned here some time ago that motions adopted at a meeting that is not a regular or properly called meeting cannot be ratified, but "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."  (p. 125).

Am I making a distinction without a difference, or do I have this all wrong (again)?

I agree with Josh on this.

Ratification, in my view, can approve some action taken outside of a meeting and could approve action taken an improperly called meeting.  Ratification can be used to "make valid an action already taken that cannot become valid until approved by the assembly (p.  124,  ll. 25-28)."   In terms of the wording on p. 125, I am wondering if a subgroup within the assembly would be effectively a "subordinate body," since its actions must be approved by the assembly a properly called and quorate meeting.

I would note that in some cases where the action could not be ratified a properly called and quorate meeting.   If the action required previous notice, such notice would be required in order to ratify.

Edited April 1, 2020 at 08:44 PM by J. J.

[Josh Martin]

21 hours ago, George Mervosh said:

Josh, a question on your second paragraph.  I thought it was mentioned here some time ago that motions adopted at a meeting that is not a regular or properly called meeting cannot be ratified, but "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."  (p. 125).

Am I making a distinction without a difference, or do I have this all wrong (again)?

No, you have it right, I forgot about this discussion.

So technically the assembly would only be able to make motions to Ratify any actions taken by boards, officers, etc. pursuant to the decisions at the improper special meeting, and other motions would need to be adopted as original main motions.