Official Interpretation 2020-1

[George Mervosh]

Would holding a bylaw mandated election of officers at a meeting as described in the OI qualify as "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority."?

[Dan Honemann]

11 minutes ago, George Mervosh said:

Would holding a bylaw mandated election of officers at a meeting as described in the OI qualify as "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority."?

No, I don't think so.

[Josh Martin]

1 hour ago, Daniel H. Honemann said:

No, I don't think so.

What if, instead of holding a meeting electronically, the organization schedules an in-person meeting for the home of a trusted member, and only that member shows up? Perhaps the member then takes advice from other members as to how to vote. Since this is then not an improper electronic meeting, but rather a properly held (albeit inquorate) meeting, could the assembly later ratify the actions taken at that meeting - including elections of officers?

Edited May 6, 2020 at 02:30 PM by Josh Martin

[George Mervosh]

2 hours ago, Daniel H. Honemann said:

No, I don't think so.

Typically, let's say for an online meeting of a convention of delegates, delegates actually do have the authority to conduct an election. The OI also mentions - "This includes the ability to ratify action to carry out decisions made at an electronic meeting of a body for which such meetings are not authorized."    So they can't elect officers and ratify that action later?

 

 

[Dan Honemann]

1 hour ago, Josh Martin said:

What if, instead of holding a meeting electronically, the organization schedules an in-person meeting for the home of a trusted member, and only that member shows up? Perhaps the member then takes advice from other members as to how to vote. Since this is then not an improper electronic meeting, but rather a properly held (albeit inquorate) meeting, could the assembly later ratify the actions taken at that meeting - including elections of officers?

As a general rule, action taken at a regular or properly called meeting at which no quorum was present can be ratified. What point are you trying to make?

 

[J. J.]

I would assume that that an assembly could approve and make legitimate some action taken by groups of members in the past, provided that the approval is done complying  with any of the requirements needed to take the action is the first place.  In other words, if the assembly would be required to conduct some vote by ballot, it could not approve that action, except by ballot.

I am wondering it there would a substantive difference between the motion "that ______ action be approved" and "that _____ action be ratified?"

[Dan Honemann]

21 minutes ago, George Mervosh said:

Typically, let's say for an online meeting of a convention of delegates, delegates actually do have the authority to conduct an election. The OI also mentions - "This includes the ability to ratify action to carry out decisions made at an electronic meeting of a body for which such meetings are not authorized."    So they can't elect officers and ratify that action later?

No.

[Josh Martin]

9 minutes ago, Daniel H. Honemann said:

As a general rule, action taken at a regular or properly called meeting at which no quorum was present can be ratified. What point are you trying to make?

Not trying to make a point. Just looking for an alternative option. I appreciate the answer.

[Richard Brown]

4 hours ago, George Mervosh said:

Would holding a bylaw mandated election of officers at a meeting as described in the OI qualify as "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority."?

 

3 hours ago, Daniel H. Honemann said:

No, I don't think so.

 

53 minutes ago, George Mervosh said:

Typically, let's say for an online meeting of a convention of delegates, delegates actually do have the authority to conduct an election. The OI also mentions - "This includes the ability to ratify action to carry out decisions made at an electronic meeting of a body for which such meetings are not authorized."    So they can't elect officers and ratify that action later?

 

 

29 minutes ago, Daniel H. Honemann said:

No.

Based on the rules in RONR on page 124 regarding ratification (specifically what actions may and may not be ratified) and based on my reading of OI 2020-1, I agree with Mr. Honemann's answers to Mr. Mervosh's questions.  The election of officers seems to me to be an action of the assembly itself, not  of its officers or employees or a committee, and therefore may not be ratified. To the best of my knowledge, RONR has never permitted an assembly to ratify its own actions taken at an illegal meeting (or, more specifically, a meeting not properly called and noticed).  Although I would prefer that the rule and the interpretation be otherwise, I agree with Mr. Honemann's responses to the questions based on the rules and OI as actually written.

However, I'm not at all sure what, if anything, OI 2020-1 changes regarding the rules on ratification as we understood them prior  to this official interpretation. I'm hoping someone can enlighten me. 

[Dan Honemann]

1 hour ago, Richard Brown said:

However, I'm not at all sure what, if anything, OI 2020-1 changes regarding the rules on ratification as we understood them prior  to this official interpretation. I'm hoping someone can enlighten me. 

Nothing in OI 2020-1 changes the rules on ratification as you understood them prior to this official interpretation if you properly understood the rules on ratification prior to this official interpretation. 

[Richard Brown]

27 minutes ago, Daniel H. Honemann said:

Nothing in OI 2020-1 changes the rules on ratification as you understood them prior to this official interpretation if you properly understood the rules on ratification prior to this official interpretation. 

I think I've got that. . . .  

[Weldon Merritt]

1 hour ago, Richard Brown said:

To the best of my knowledge, RONR has never permitted an assembly to ratify its own actions taken at an illegal meeting (or, more specifically, a meeting not properly called and noticed).  Although I would prefer that the rule and the interpretation be otherwise, I agree with Mr. Honemann's responses to the questions based on the rules and OI as actually written.

I also agree with Mr. Honemann's responses (generally a good thing to do). And while I have sometimes wondered why an assembly shouldn't be able to ratify its own actions, I think I have a good rationale. Most motions adoipted by an assembly require action be taken by some officer or other agent in order for the motion to be carried out. (For example, purchase of an item.) But for those that are "self-executing" (such as election of ofifcers), the assembly can simply take the action directly at the next properly called and quorate meeting. Thus, no need for ratification.

I have no idea whether that is the authors' rationale, and maybe some of the regulars here can find  flaws in my thinking. But it seems to me that this could be one reason for the way the rule is written.

[Dan Honemann]

32 minutes ago, Weldon Merritt said:

I also agree with Mr. Honemann's responses (generally a good thing to do).

Generally?  Give me an example of when it wasn't a good thing to do. On second thought, forget it.  🙂

[Joshua Katz]

5 hours ago, Daniel H. Honemann said:

Nothing in OI 2020-1 changes the rules on ratification as you understood them prior to this official interpretation if you properly understood the rules on ratification prior to this official interpretation. 

That is a big if, in my case.