Scope of amendment on motion to ratify

[smb]

RONR 12th ed 10:57 states that a motion to ratify is debatable and opens the entire question to debate.  It says nothing about amendment, a different standard characteristic, except that it "can be amended by substituting a motion of censure." [10:56]

Is the latter provision intended to limit the scope of permissible amendment on a motion to ratify to amendment by substitution or does "open[ing] the entire question to debate" imply that the other forms of amendment are still permitted.  Example:

A board adopts an emergency resolution when there is no quorum present.  At the next meeting the resolution is presented for ratification. Is the only option an up-down vote on ratification, or are amendments altering the content of the resolution permitted as if the resolution were being presented for the first time ? [Essentially treating the matter as amending something previously adopted.]

[Dan Honemann]

On 3/2/2022 at 1:04 PM, smb said:

RONR 12th ed 10:57 states that a motion to ratify is debatable and opens the entire question to debate.  It says nothing about amendment, a different standard characteristic, except that it "can be amended by substituting a motion of censure." [10:56]

Is the latter provision intended to limit the scope of permissible amendment on a motion to ratify to amendment by substitution or does "open[ing] the entire question to debate" imply that the other forms of amendment are still permitted.  Example:

A board adopts an emergency resolution when there is no quorum present.  At the next meeting the resolution is presented for ratification. Is the only option an up-down vote on ratification, or are amendments altering the content of the resolution permitted as if the resolution were being presented for the first time ? [Essentially treating the matter as amending something previously adopted.]

The former.  

[Atul Kapur]

Let's say that an executive board, at a regular meeting at the society's headquarters where there is not a quorum, notes that there is a leaking pipe and adopts a motion to repair the damaged pipe and have the water-stained carpet cleaned.

At the next meeting, there is a motion to ratify the motion adopted at the previous inquorate meeting. If a member wants to approve the repair but not the carpet cleaning, how would they go about trying to do that?

[Dan Honemann]

On 3/2/2022 at 3:42 PM, Atul Kapur said:

Let's say that an executive board, at a regular meeting at the society's headquarters where there is not a quorum, notes that there is a leaking pipe and adopts a motion to repair the damaged pipe and have the water-stained carpet cleaned.

At the next meeting, there is a motion to ratify the motion adopted at the previous inquorate meeting. If a member wants to approve the repair but not the carpet cleaning, how would they go about trying to do that?

I'd suggest he vote against the motion to ratify, and then move to approve the repair.

[smb]

DH: I concur -- but this is an issue that is going to be visited soon so appreciate having a second opinion.

AK: And in appropriate situations, a motion to ratify may be divisible with separate votes on each  portion. 

[J. J.]

On 3/2/2022 at 3:55 PM, Dan Honemann said:

I'd suggest he vote against the motion to ratify, and then move to approve the repair.

Why would be out of order (or would it) to strike out the carpet cleaning?  Likewise, is it in order to divide the motion? 

[Dan Honemann]

In this instance, the motion to ratify would be a motion to ratify the action taken by the board in adopting a motion to repair the damaged pipe and have the water-stained carpet cleaned. This action (singular) can be ratified or not, but it can't be divided into parts or otherwise made into something that it wasn't for purposes of ratification. 

No motion to repair the damaged pipe and have the water-stained carpet cleaned is now before the board for adoption. What is before the board is a motion to ratify the action previously taken by the board in adopting a motion to repair the damaged pipe and have the water-stained carpet cleaned. 

[smb]

 I think the following is worth adding to the discussion.

"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...."  [10:54] The underscoring is my emphasis. Among the examples given, are actions taken by a local unit that requires approval of a parent body, or action taken by a national organization that requires approval of its constituent units. [ibid.]  It could lead to chaos if a national organization adopted a bylaw amendment requiring approval of a majority of its chapters and each individual chapter had the ability to rewrite the language in the course of ratifying.   It seems self-evident that the intent of ratify is to solely to approve or reject the prior action in the form in which it was adopted. [I.e., amendments not permitted].

However, I am not certain that a motion to ratify cannot be divided.  Obviously it depends upon the motion, but if the original motion was divisible [See section 27]  arguably a body could choose to affirm only parts of it.  

Example: national board adopts amendments to Bylaws Articles I, III, and IX.  The constituent units are asked to ratify the board's action.  Can they affirm only the amendments to I and IX, but reject III?  This would appear possible if the Board amended those articles in three separate motions, and units are now asked to affirm those three separate actions.  But suppose the board adopted all of the amendments in toto with a single vote.  Is there any rationale for denying the units the ability to reject some of the amendments only because the board chose to adopt them in gross, rather than dividing the question?

[J. J.]

On 3/2/2022 at 7:16 PM, Dan Honemann said:

In this instance, the motion to ratify would be a motion to ratify the action taken by the board in adopting a motion to repair the damaged pipe and have the water-stained carpet cleaned. This action (singular) can be ratified or not, but it can't be divided into parts or otherwise made into something that it wasn't for purposes of ratification. 

No motion to repair the damaged pipe and have the water-stained carpet cleaned is now before the board for adoption. What is before the board is a motion to ratify the action previously taken by the board in adopting a motion to repair the damaged pipe and have the water-stained carpet cleaned. 

The board took two different actions, however, one to repair the pipe and one to clean the carpet.  Even if presented initially as one motion, it could be divided. 

T26 indicates that a motion to ratify is amendable. 

[Weldon Merritt]

On 3/2/2022 at 8:58 PM, J. J. said:

T26 indicates that a motion to ratify is amendable. 

The question, however, is the scope of amendment. Mr. Honemann, if I am understanding correctly, seems to believe that the only permissible amendment is to substitute a motion of censure. But it seems more convincing to me that if the motion being ratified is one that could have been divided, the motion to ratify also should be divisible in the same way. So in that regard, I am in agreement with J.J. If the assembly believes that repair of the pipe was appropriate but cleaning the carpet was not, why should they not be able to ratify the motion only insofar as it authorized repair of the pipe?

[smb]

Well, looks like several of us are on the same page -- and for what its worth Demeter, Riddick, and the AIP Standard Code all agree that a motion to ratify can be amended.

Most helpful is Riddick, who clarifies that amendment is limited to "only as to which part of the action is to be ratified." [1985 ed., p. 161] Essentially akin to the division we have been discussing.  

[J. J.]

I would not say scope of amendment, but germaineness.  

[Guest Zev]

On 3/2/2022 at 4:16 PM, Dan Honemann said:

No motion to repair the damaged pipe and have the water-stained carpet cleaned is now before the board for adoption. What is before the board is a motion to ratify the action previously taken by the board in adopting a motion to repair the damaged pipe and have the water-stained carpet cleaned. 

There is a certain logic ring to this and I sympathize and like it. However, the board put themselves at risk by authorizing the payment without a quorum. If they now divide the question and ratify one expense but not the other, if does not appear that the board is in a worse position had the entire motion been rejected. Isn't there a saying that "half a loaf is better than none"? Besides, the board could report to the assembly the facts and beg them to authorize the second half payment and thereby throw themselves at the mercy of the assembly's judgment. It seems that by doing that they have displayed transparency and have done all they could under the circumstances.

[Guest Zev]

Another thing. I assumed the organization had a higher-ranking assembly, however this may not the case. My apology.

[Dan Honemann]

On 3/2/2022 at 9:17 PM, smb said:

Example: national board adopts amendments to Bylaws Articles I, III, and IX.  The constituent units are asked to ratify the board's action.  Can they affirm only the amendments to I and IX, but reject III?  This would appear possible if the Board amended those articles in three separate motions, and units are now asked to affirm those three separate actions.  But suppose the board adopted all of the amendments in toto with a single vote.  Is there any rationale for denying the units the ability to reject some of the amendments only because the board chose to adopt them in gross, rather than dividing the question?

Here you introduce an entirely different question from the one you originally asked.  The answer to this question is going to depend upon exactly what the bylaws say concerning their amendment.

[Dan Honemann]

On 3/3/2022 at 12:05 AM, Weldon Merritt said:

The question, however, is the scope of amendment. Mr. Honemann, if I am understanding correctly, seems to believe that the only permissible amendment is to substitute a motion of censure. But it seems more convincing to me that if the motion being ratified is one that could have been divided, the motion to ratify also should be divisible in the same way. So in that regard, I am in agreement with J.J. If the assembly believes that repair of the pipe was appropriate but cleaning the carpet was not, why should they not be able to ratify the motion only insofar as it authorized repair of the pipe?

I dislike repeating myself. but I say again that the motion now before the assembly is a motion to ratify the action improperly taken taken by the board in adopting, in the absence of a quorum, a motion to repair the damaged pipe and have the water-stained carpet cleaned.  This motion that was improperly adopted by the board is not itself before the assembly.  The only motion now before the assembly is a motion to ratify the board's action in adopting what it adopted. The question as to whether or not the motion it adopted would or would not have been divisible when it was pending before the board for adoption is entirely irrelevant. 

[Dan Honemann]

On 3/3/2022 at 12:49 AM, smb said:

Well, looks like several of us are on the same page -- and for what its worth Demeter, Riddick, and the AIP Standard Code all agree that a motion to ratify can be amended.

Most helpful is Riddick, who clarifies that amendment is limited to "only as to which part of the action is to be ratified." [1985 ed., p. 161] Essentially akin to the division we have been discussing.  

This forum is not the place to discuss what may or may not be said in other parliamentary authorities, or the extent to which they may or may not agree with what is said in RONR.

 

[Weldon Merritt]

On 3/3/2022 at 6:18 AM, Dan Honemann said:

The only motion now before the assembly is a motion to ratify the board's action in adopting what it adopted. The question as to whether or not the motion it adopted would or would not have been divisible when it was pending before the board for adoption is entirely irrelevant. 

I'm still not convinced. If the board originally had adopted two separate motions, one to repair the pipe and one to clean the carpet, the assembly certainly could have chosen to ratify one but not the other. But if the board adopted a single motion authorizing both actions, the assembly is limited to ratifying both or refusing to ratify either? I'm sorry, but that seems to elevate form over substance, and simply does not make sense to me. 

[Dan Honemann]

On 3/3/2022 at 10:58 AM, Weldon Merritt said:

I'm still not convinced. If the board originally had adopted two separate motions, one to repair the pipe and one to clean the carpet, the assembly certainly could have chosen to ratify one but not the other. But if the board adopted a single motion authorizing both actions, the assembly is limited to ratifying both or refusing to ratify either? I'm sorry, but that seems to elevate form over substance, and simply does not make sense to me. 

But I don't think we can ignore the fact that it is the "action improperly taken" by the board that is sought to be ratified, and this "action" was the impermissible adoption of a substantive main motion in the absence of a quorum. 

I also don't understand why you regard this as so unfortunate. If the motion to ratify is rejected, a motion or motions can be made to adopt whatever the assembly wishes to adopt.  This, then, is the assembly's action, and does not constitute approval of the action taken by the members present at the inquorate meeting.  Furthermore, if any action was taken by officers or staff members to carry out any part or all of the motion invalidly adopted by the members at the inquorate meeting, such action or actions can be ratified if the assembly wishes to do so.

[smb]

I recognize the purpose of this forum  -- and that what other authorities have to say about a subject are recognized as 'persuasive' only where RONR is "silent" (2:18). But we may have uncovered an ambiguous provision in RONR and I figured that what other authorities whose work is clearly derivative of ROR might be useful to the discussion.  Before I further incur the Wrath of Dan for presuming an ambiguity, please permit me to explain.  

The motion to ratify is an incidental main motion. RONR expressly states that main motions can be amended. [10:8.6].  It makes no distinction between original main motions and incidental main motions.  Page T26 also states expressly that a motion to ratify can be amended. And we know that, at the very least, "a motion to ratify can be amended by substituting a motion of censure..." (10:55)  What is unclear to me, and what started this post, is whether substituting a motion of censure is the ONLY form of amendment permitted.  RONR is, if not silent on that issue, at least unclear.  Mr. Honemann also states that a motion to ratify is indivisible.  But "When a question is indivisible and a member is opposed to a portion of it, he can seek the desired result by moving to strike out the part to which is is opposed." (27:9)  

At 10:57, RONR states that "Since the motion to ratify (or to censure) is a main motion, it is debatable and opens the entire question to debate. [My emphasis.]  If the only function of ratify is to permit an up/down vote on the action taken without the ability to divide or amend to strike, what is the entire question opened to debate?  Does entire question refer only to the question of 'ratify or not' or does it also refer to the substance of the original action?  And why would it refer to the latter if we can't do anything to change it?

Suppose at a contentious but inquorate meeting, an assembly adopts three motions.  At the next meeting, three separate motions to ratify can be introduced.  Or, instead a motion can be made "to ratify the actions taken at the inquorate meeting."  Since the latter form refers to 'actions' in the plural, does the motion to ratify actually consist of separate parts that now can be divided per 27:1? Or Is the motion to ratify indivisible because "the only motion now before the assembly is a motion to ratify the board's action in adopting what it adopted."

Is it really a correct reading of RONR that if the body wants to ratify 1 and 3 only, but not 2 its only solution is to defeat the motion to ratify, then introduce 1 and 3 as renewed motions fully open to further amendment? How does that help an organization "function efficiently"?  [p. 42] Would it make any difference to our analysis if, at the inquorate meeting, the three motions were adopted in toto with a single vote?  Or is it still indivisible because "whether or not the motion [the inquorate assembly] adopted would or would not have been divisible when it was pending before the board for adoption is entirely irrelevant." 

Bottom Line:  it is clear that a motion to ratify is amendable -- the only question is whether the ONLY amendment permitted is to substitute a motion of censure or whether it may also be amended to strike out a portion the body does not want to ratify.   RONR is ambiguous on this point and I concur that we should not be elevating form over substance.

Hey, what if the body wants to ratify 1 and 3, but censure the President because it only adopted 2 because he withheld critical information? STOP.  DON'T ANSWER THAT. I GOT CARRIED AWAY.

[J. J.]

On 3/3/2022 at 11:51 AM, Dan Honemann said:

But I don't think we can ignore the fact that it is the "action improperly taken" by the board that is sought to be ratified, and this "action" was the impermissible adoption of a substantive main motion in the absence of a quorum. 

I also don't understand why you regard this as so unfortunate. If the motion to ratify is rejected, a motion or motions can be made to adopt whatever the assembly wishes to adopt.  This, then, is the assembly's action, and does not constitute approval of the action taken by the members present at the inquorate meeting.  Furthermore, if any action was taken by officers or staff members to carry out any part or all of the motion invalidly adopted by the members at the inquorate meeting, such action or actions can be ratified if the assembly wishes to do so.

The actions were to repair the pipe and clean the carpet.  They were taken by means of one main motion, but they are separate actions. 

You are also getting close, at least, to a violation of 38:3 if you suggest that a motion to ratify can be voted down and a main motion authorizing the same thing can be adopted during the same session. 

[Weldon Merritt]

On 3/3/2022 at 9:51 AM, Dan Honemann said:

I also don't understand why you regard this as so unfortunate. If the motion to ratify is rejected, a motion or motions can be made to adopt whatever the assembly wishes to adopt. 

Yes, I recognize that there may be alternate ways to accomplish the desired result. But it still seems to me that this elevates form over substance. I also recognize that in some instances, the specific form of an action does matter. I'm just not convinced that this is one of those instances. And it seems that I am not alone in my skepticism.

[Gary Novosielski]

On 3/3/2022 at 1:23 PM, J. J. said:

The actions were to repair the pipe and clean the carpet.  They were taken by means of one main motion, but they are separate actions. 

You are also getting close, at least, to a violation of 38:3 if you suggest that a motion to ratify can be voted down and a main motion authorizing the same thing can be adopted during the same session. 

Well, there is a distinction between

• ratifying a motion adopted in the absence of a quorum and
• ratifying an action taken based upon that motion.

It seems to me that the standard descriptive characteristic on amendment does mean that the substitution of a motion to censure is the only amendment allowed.  Otherwise it would just say that it may be amended.  The fact that a motion of censure can be substituted is mentioned elsewhere, so it's not necessary to specify it in the S.D.C., unless the intent was to limit its application.

I would also note (to whoever mentioned it) that opening the entire question to debate is not the same as opening it to amendment.

[Guest Zev]

Why is a motion to ratify even required? Just move the motion to fix the broken pipe, or the carpet, let the inquorate motion die and be done with it. However, if someone jumps in front of you and moves a ratification you then need to urge the assembly to Postpone Indefinitely in the strongest terms possible, an in that event you will move a motion to deal with only the desired part. In this fashion we stay clear of the possibility of 38:3.

[J. J.]

On 3/10/2022 at 8:33 PM, Gary Novosielski said:

Well, there is a distinction between

• ratifying a motion adopted in the absence of a quorum and
• ratifying an action taken based upon that motion.

It seems to me that the standard descriptive characteristic on amendment does mean that the substitution of a motion to censure is the only amendment allowed.  Otherwise it would just say that it may be amended.  The fact that a motion of censure can be substituted is mentioned elsewhere, so it's not necessary to specify it in the S.D.C., unless the intent was to limit its application.

I would also note (to whoever mentioned it) that opening the entire question to debate is not the same as opening it to amendment.

Well, following on Zev's point, what if the motion to ratify is to "ratify the board's action to repair the pipe."  Do you rule that out of order because it does not ratify a motion? 

Further, the description at 10:54 indicates that ratify is used approve "an action," not a motion. 

Further "censure" in not limited, either as a main motion or as an amendment to Ratify (12:20).  The use of censure in regard to Ratify is an example, not a limitation.