Procedure for Ratifying - 2 questions

[Guest DesertFlower]

Help!!! An HOA board in Arizona passed motions at a meeting that was improperly noticed.  To set matters right, the board is placing ratification of these motions on the agenda for the next regular board meeting.  Questions:  (1) Can the board ratify all the motions in one blanket move, or must each motion to be ratified be introduced individually?  (2) Does the agenda for the regular meeting at which the motions are to be ratified need to name each motion individually, or may the agenda simply say "Ratification of Motions from May 22 Meeting?"  I am digging through RONR ed. 12, but time is short and I would appreciate help (including RONR citations) if anyone can give it.  Thank you!

[Rob Elsman]

I am having difficulty understanding why a small board would have a need to deal with the ratifications in a "blanket" way. Almost certainly, the board is going to go through its entire order of business in one meeting of a few hours, so what is the concern about handling each item separately? I don't get it.

[Guest DesertFlower]

Thank you for your reply, Rob Elsman.  The motions that passed were contentious, and I believe the board would like to quickly push through ratification of all of them in a single resolution to minimize debate (or avoid it altogether).  Since a motion to ratify is an incidental main motion, it is debatable and so I don't think they can avoid debate altogether.  RONR 10:25 tells me that, if they try to run a series of resolutions through in one motion, any resolution in the series must be taken up and voted on separately at the demand of a single member (as long as it is a series of independent resolutions vs. resolutions relating to a single subject).  So I think there is a way to demand that the resolutions be considered individually.  But I can't find guidance in RONR about whether the regular meeting agenda at which the ratification will be proposed should list the individual items to be ratified or simply say " Ratify Motions from May 22 Meeting."  I hope this makes sense.  Thank you again.

[Atul Kapur]

Since they are a group of separate, independent motions and any of them could be pulled out for separate debate and vote, it appears to be the most transparent thing would be to list them all individually. Otherwise you risk being attacked as trying to hide something.

[Rob Elsman]

In a small board, it is more common to let the deliberative process play out naturally. So far, I see no reason why that should not be the case, here. Better decision-making comes from the give and take of debate. I recommend the board gives it a try.

[Guest DesertFlower]

Thank you, Atul Kapur and Rob Elsman. Yes, it is a small and rather dictatorial board (I am a homeowner, not a board member). As far as you know, does RONR advise whether the items to be proposed for ratification should be (must be?) listed individually in the agenda, or is it sufficient for the agenda to say "Ratify Resolutions Adopted st May 22, 2023 Board Meeting" and then the items are introduced one by one at the meeting?

[Josh Martin]

On 6/8/2023 at 7:50 PM, Guest DesertFlower said:

(1) Can the board ratify all the motions in one blanket move, or must each motion to be ratified be introduced individually?

It would be permissible to ratify all motions adopted at the previous meeting in a single motion, but only if no member objects. Since I assume that not all motions at the meeting were on related subjects, a single member may move to Divide the Question and request that one or more matters be considered separately.

On 6/8/2023 at 7:50 PM, Guest DesertFlower said:

(2) Does the agenda for the regular meeting at which the motions are to be ratified need to name each motion individually, or may the agenda simply say "Ratification of Motions from May 22 Meeting?"

RONR does not require that this be listed on the agenda at all and, for that matter, does not require the board to use an agenda at all. Rather, the standard order of business in RONR is sufficient for most meetings.

If the organization's rules require that this matter be listed on the agenda or the board wishes to do so, it would seem to me that "Ratification of Motions from May 22 Meeting" is sufficient for the agenda.

[Dan Honemann]

On 6/8/2023 at 7:50 PM, Guest DesertFlower said:

Help!!! An HOA board in Arizona passed motions at a meeting that was improperly noticed. 

What, exactly, do you mean by this. 

[Gary Novosielski]

Is defective notice a violation of a "procedural rule" within the meaning of 10:55?  Note that the absence of a quorum is the only exception to this rule.  I would also note that Ratify applies to "actions" and not necessarily "motions", which presumes that this distinction may, in some situations, be significant.

10:55
An assembly can ratify only such actions of its officers, committees, delegates, subordinate bodies, or staff as it would have had the right to authorize in advance. It cannot make valid a voice-vote election when the bylaws require elections to be by ballot; nor can it ratify anything done in violation of procedural rules prescribed by national, state, or local law, or in violation of its own bylaws, except that provision for a quorum in the bylaws does not prevent it from ratifying action taken at a meeting when no quorum was present.

[Weldon Merritt]

On 6/9/2023 at 8:23 AM, Gary Novosielski said:

I would also note that Ratify applies to "actions" and not necessarily "motions", which presumes that this distinction may, in some situations, be significant.

I'm not so sure there is any distinction. Can you give an example of a "motion" that would not be an "action"?

[Gary Novosielski]

On 6/9/2023 at 10:39 AM, Weldon Merritt said:

I'm not so sure there is any distinction. Can you give an example of a "motion" that would not be an "action"?

I cannot.  But we assume that the distinction is there for a reason.  I could, if pressed, give an example of an action that is not a motion.  Perhaps that is the point of the distinction.

[Guest DesertFlower]

Thank you, Josh Martin and Gary Novosielski & others.  When you say a single member may move to Divide the Question, I assume you mean a member of the board may move to Divide the Question, not a member homeowner.  Since this is a (regular) meeting of the board and not of the membership, member homeowners may not make motions. Correct?

The May 22 meeting in question was a special meeting (not regular meeting) of the board (not the full membership).  Our bylaws, the Arizona Condominium Act and RONR require that meeting notice for a special meeting include date, time, place and the business to be addressed.  The business to be addressed was omitted from the notice.  

[Weldon Merritt]

On 6/9/2023 at 8:43 AM, Gary Novosielski said:

I cannot.  But we assume that the distinction is there for a reason.  I could, if pressed, give an example of an action that is not a motion.  Perhaps that is the point of the distinction.

As I said, I am not sop sure there is a distinction, so far as an assembly is concerned. Certainly, officer, agents, etc. can take actions that are not option. But the assembly? I'm not so sure. And even if an assembly could take an action that is not a motion, I have a hard time envisioning the opposite, a motion that is not an action.

[Rob Elsman]

I think the original poster is speaking in colloquial terms.  What he means is that the adoptions of the motions were invalid, apparently because a required notice of the board meeting was not properly sent to all the property owners.  @Dan Honemann is asking about the nature of this seemingly invalidating lack of proper notice.

Ratify is probably not the correct term to use, but I get what the original poster is trying to say.

[Dan Honemann]

On 6/9/2023 at 10:57 AM, Guest DesertFlower said:

Thank you, Josh Martin and Gary Novosielski & others.  When you say a single member may move to Divide the Question, I assume you mean a member of the board may move to Divide the Question, not a member homeowner.  Since this is a (regular) meeting of the board and not of the membership, member homeowners may not make motions. Correct?

Correct.

 

On 6/9/2023 at 10:57 AM, Guest DesertFlower said:

The May 22 meeting in question was a special meeting (not regular meeting) of the board (not the full membership).  Our bylaws, the Arizona Condominium Act and RONR require that meeting notice for a special meeting include date, time, place and the business to be addressed.  The business to be addressed was omitted from the notice.  

RONR provides, in 10:54, that action taken at a special meeting with regard to business not mentioned in the call of that meeting is action which can be ratified, so you are on firm ground there.

 

[Guest DesertFlower]

Thanks, everyone, for the help.  Much appreciated!

[puzzling]

On 6/9/2023 at 3:39 PM, Weldon Merritt said:

I'm not so sure there is any distinction. Can you give an example of a "motion" that would not be an "action"?

Puzzling about this,  posdibly a motion that has no ongoing effect.

If during the gathering a motion was  made to (for example) go into a committee of the whole.  That motion is, at the next regular meeting,  not an action and cannot (and does not have  to ) be ratified

[Weldon Merritt]

On 6/14/2023 at 3:24 AM, puzzling said:

If during the gathering a motion was  made to (for example) go into a committee of the whole.  That motion is, at the next regular meeting,  not an action and cannot (and does not have  to ) be ratified

I think that such a motion would still be an action that was taken at the meeting where it occurred. I can't imagine whey the assembly would take such an action at an inquorate meeting, but if they did, I agree that there would be no need to ratify that action, because action of a COTW are not action of the assembly. But any actions taken by the assembly based on recommendations of the COTW would be ratifiable.