Electronic Meetings and Ratification

[RONR93]

As it relates to Covid-19, if the general assembly is meeting electronically when the bylaws do not authorize it, is it still necessary for the actions taken to be ratified once that same body is able to return to meeting in person?  This is assuming that all other proper steps were taken to call the meeting, a quorum is present and the electronic meeting is conducted in accordance with RONR guidelines.  Technically, this would not meet the requirements for ratification as described in RONR p. 124.  What steps, if any need to be taken regarding business transacted?

[Richard Brown]

59 minutes ago, SanJohn said:

As it relates to Covid-19, if the general assembly is meeting electronically when the bylaws do not authorize it, is it still necessary for the actions taken to be ratified once that same body is able to return to meeting in person?  This is assuming that all other proper steps were taken to call the meeting, a quorum is present and the electronic meeting is conducted in accordance with RONR guidelines.  Technically, this would not meet the requirements for ratification as described in RONR p. 124.  What steps, if any need to be taken regarding business transacted?

What type meeting was this?  Was it a regular monthly or quarterly meeting?  An annual meeting?

It might help if you can give us an idea of the types of business that was conducted.  Were elections conducted?  Was a motion adopted authorizing someone to spend money?

Technically, per the rules in RONR, the actions taken at an illegal meeting, such as an electronic meeting not authorized in the bylaws, cannot be ratified.  However, certain things, such as the actions of  officers taken pursuant to actions taken at the meeting, can be ratified.  For example, if the assembly authorized the treasurer to buy a new computer for $1,,000, that motion cannot be ratified.  However, if the treasurer goes ahead and buys the computer for $1,000 (or for any amount), the actions of the treasurer in spending the organization's money to buy the computer can be ratified.

It's a fine line and can be confusing.  Give us an idea of what was done and what you might want to ratify and maybe we can help you find a way to do it.

[Josh Martin]

9 hours ago, SanJohn said:

As it relates to Covid-19, if the general assembly is meeting electronically when the bylaws do not authorize it, is it still necessary for the actions taken to be ratified once that same body is able to return to meeting in person?

Essentially yes, however, technically, it is the actions taken by the society's boards, officers, staff, committees, etc. pursuant to those decisions which must be ratified.

See Official Interpretation 2020-1.

9 hours ago, SanJohn said:

This is assuming that all other proper steps were taken to call the meeting, a quorum is present and the electronic meeting is conducted in accordance with RONR guidelines. 

None of that actually matters. A meeting is either valid or it isn't. It can't be "sort of" valid. In other words, the rule is the same whether or not we make this assumption. So this makes no difference as to whether the actions can be ratified. (It might make a difference, however, in the assembly's decision on whether to ratify the actions, but that's up to the assembly.)

9 hours ago, SanJohn said:

Technically, this would not meet the requirements for ratification as described in RONR p. 124.

You are correct, but the motion to ratify can be used to ratify "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority" (RONR, 11th ed., pg. 124). Most actions taken by an assembly are not self-executing. The generally need to actually be carried out by someone else. So while the assembly cannot ratify the decisions made at the invalid electronic meeting, it can ratify the subsequent actions taken to carry out those decisions.

9 hours ago, SanJohn said:

What steps, if any need to be taken regarding business transacted?

Generally, adopt a motion ratifying the actions taken by officers, committees, boards, staff, etc. made to carry out those decisions. If there are particular items taken at these meetings which only the assembly itself can do (such as elections or amendments to the bylaws), then the proper course of action may be to simply start over and take those actions again.

Edited June 17, 2020 at 02:26 PM by Josh Martin