Ratifying Electronic Meetings

[Tomm]

Am I understanding this correctly? 10:54, item 3, that says an unauthorized electronic meeting can be ratified, but that's only if electronic meetings are first permitted by virtue of the Bylaws 10:55? 

I'm assuming the unauthorized electronic meeting referred to in 10:54 relates to one that perhaps is not properly scheduled or called, but are allowed by the bylaws?

[Rob Elsman]

What action was taken on the basis of the electronic proceedings?

[Tomm]

On 4/17/2022 at 4:31 PM, Rob Elsman said:

What action was taken on the basis of the electronic proceedings?

None. I'm just trying to verify that it's still necessary for electronic meetings to be first specified as allowable within the Bylaws and you can't ratify an electronic meeting unless they are?

[Rob Elsman]

So far, I do not understand exactly what requires ratifying.

[Tomm]

10:54 says unauthorized electronic meetings can be ratified. All I'm asking is based on 54:55 must they still first be permitted to be held by a bylaw?

[Rob Elsman]

RONR (12th ed.) does not say a meeting can be ratified.  I cannot figure out where that is coming from; the text does not suggest it.  Again, I would ask what "action" was taken that needs to be ratified.

[Atul Kapur]

On 4/17/2022 at 3:54 PM, Tomm said:

Am I understanding this correctly? 10:54, item 3, that says an unauthorized electronic meeting can be ratified, but that's only if electronic meetings are first permitted by virtue of the Bylaws 10:55? 

No. You have skipped over the opening words of 10:54 (Bullet 3).

The unauthorized meeting cannot be ratified (that applies whether the unauthorized meeting is in-person or electronic).

The motions adopted at an unauthorized meeting cannot be ratified.

10:54 (Bullet 3), says that "action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority" can be ratified, even if those actions were taken "to carry out decisions made without a valid meeting".

Say, for example, that a water pipe at the head office has started to leak. The board meets electronically (which is not authorized in the bylaws) and adopts a motion to repair the water pipe (assume that this is within the board's authority). The president hires a plumber to make the repair, and the treasurer pays the plumber's bill. 

At the next proper meeting of the board, it can adopt a motion to ratify the actions of the president and the treasurer. It cannot ratify the motions made at the electronic meeting and it cannot ratify the electronic meeting itself.

The fact that it was an electronic meeting is immaterial. The same would apply to any "decisions made without a valid meeting." So it doesn't matter if the bylaws authorize electronic meetings. The same would apply if all of the above happened at a special meeting of the board that the president called but the bylaws have no provision for special meetings of the board.

Edited April 18, 2022 at 01:44 AM by Atul Kapur

[Gary Novosielski]

On 4/17/2022 at 3:54 PM, Tomm said:

Am I understanding this correctly? 10:54, item 3, that says an unauthorized electronic meeting can be ratified, but that's only if electronic meetings are first permitted by virtue of the Bylaws 10:55? 

I'm assuming the unauthorized electronic meeting referred to in 10:54 relates to one that perhaps is not properly scheduled or called, but are allowed by the bylaws?

No, 10:54 says nothing about ratifying meetings, authorized or otherwise.

The motion to Ratify applies to ratifying actions, not meetings.

[Richard Brown]

I agree completely with Dr. Kapur and Mr. Novosielski. It is a common misconception that  illegal meetings can be ratified. That is false. What sometimes CAN be ratified are the actions of officers, agents, committees, staff, etc. which are taken pursuant to motions adopted at illegal meetings. Neither the meetings themselves nor the motions adopted at an illegal meeting can be ratified. There is a difference.

read section 10:54 again, paying particular attention to the third bullet point, very slowly and very carefully, two or three or four times, until the distinction sinks in.

Edited to add: you might also look at official interpretation 2020 – 1 on the main website. Scroll down through the official interpretations to near the very bottom. Read that interpretation very carefully, slowly, two or three times to understand just what can be ratified.  https://robertsrules.com/official-interpretations/

Edited April 19, 2022 at 06:45 AM by Richard Brown
Added last paragraph

[J. J.]

If, for some reason, the assembly needed to make the electronic meeting legitimate, it could through some action of the bylaws.