Authorizing actions already taken

[Brad Johnson]

(Edited to remove parts of question based on my failure to understand that "assembly" can refer to the Board of an organization.)

I'm trying to understand ratification:

Board president takes an action that was not authorized by the board.  Policies adopted by the Board (but not bylaws) require authorization. The president acted after getting email consent from majority of board members. Board would like to retroactively authorize that action.

If the board wants, can it vote to authorize the president's action? But since it only went against policies and not the bylaws, would that be an empty motion?

 

Edited September 22, 2023 at 04:46 PM by Brad Johnson

[Josh Martin]

On 9/22/2023 at 11:16 AM, Brad Johnson said:

if the board wants, can it vote to authorize the president's action?

Yes.

"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 that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: ...

• action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized;" RONR (12th ed.) 10:54

On 9/22/2023 at 11:16 AM, Brad Johnson said:

But since it only went against policies and not the bylaws, would that be an empty motion?

I see no reason why it would be an "empty motion". The President is obliged to follow the policies, not just the bylaws. The President only has such authority as is granted by the organization's rules. As I understand the facts, nothing in the organization's rules authorizes the President to take this action on his own authority - and indeed, they specifically provide that he may not do so. This certainly seems to be a situation where ratification is necessary and appropriate.

"All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." RONR (12th ed.) 47:20

On 9/22/2023 at 11:16 AM, Brad Johnson said:

can the Board take a recorded vote to ratify the expenditures?

Yes, for the same reasoning as above.

On 9/22/2023 at 11:16 AM, Brad Johnson said:

Does it have to call a special meeting for the assembly to ratify the expenditures?

I suppose it doesn't have to. They could wait until the annual a regular meeting. But since the President is at personal risk for taking these unauthorized actions unless and until they are ratified, if I was the President, I would prefer they be ratified as soon as possible.

Alternately, taking a vote outside of a meeting is not permitted unless authorized by your bylaws, if that's where you were going with this question.

On 9/22/2023 at 11:16 AM, Brad Johnson said:

Or given the bylaws language of "Supervision and direction of the affairs of the Church shall be vested in the Board of Trustees" does that supersede 10:54?

I'm not entirely certain what you mean by this. I do not think this language prevents the board from ratifying actions taken by an officer outside of their authority, if that is your question. Since the ratification is adopted by the board, this is fully consistent with the provision which vests the board with supervision and direction of the affairs of the church.

Edited September 22, 2023 at 04:55 PM by Josh Martin

[Brad Johnson]

Thank you so much.

A lot of this was just me being confused that the word "assembly" can refer to the board (RONR (12th ed) 1:22), not just, by my misinterpretation, the local assembly of an organized society (RONR (12th ed.) 1:13).

 

Edited September 22, 2023 at 06:49 PM by Brad Johnson

[Gary Novosielski]

I'm unclear as to whether it is the board or the general membership who would be ratifying this action. 

It may be obvious, but I'll point out for completeness that in order to ratify an action, a body must possess the power to have approved of the action in advance.  If the action would have required a membership vote to authorize it in advance, then the board cannot ratify it.

[puzzling]

On 9/22/2023 at 5:48 PM, Brad Johnson said:

Thank you so much.

A lot of this was just me being confused that the word "assembly" can refer to the board (RONR (12th ed) 1:22), not just, by my misinterpretation, the local assembly of an organized society (RONR (12th ed.) 1:13).

 

I think your confusion is. That you think that

 

On 9/22/2023 at 5:16 PM, Brad Johnson said:

The president acted after getting email consent from majority of board members

Is sufficient to adopt a motion, while it is not.

An assembly can only adopt motions during proper meetings. 

While it is unlikely that the motion will fail, members that did argee with it by email may change their opinion after debate, also all other actions available to motions are allowed.

If you want solid email decision making then it should be in the bylaws, I would suggest then to surround that option with lots of limitations including higher adoption requirements.

 

[Josh Martin]

On 9/22/2023 at 7:53 PM, puzzling said:

I think your confusion is. That you think that

Is sufficient to adopt a motion, while it is not.

An assembly can only adopt motions during proper meetings. 

While it is unlikely that the motion will fail, members that did argee with it by email may change their opinion after debate, also all other actions available to motions are allowed.

If you want solid email decision making then it should be in the bylaws, I would suggest then to surround that option with lots of limitations including higher adoption requirements.

I do not think Mr. Johnson is confused at all in this regard. Mr. Johnson specifically asked whether ratification is the appropriate tool for this situation - which it is. RONR explicitly mentions a situation like this.

"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 that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: ...

• action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized;" RONR (12th ed.) 10:54

Rather, it seems that Mr. Johnson's confusion (as he himself has noted) was in believing that RONR (12th ed.) 10:54 referred exclusively to ratification by the general membership - but, in fact, it can also refer to ratification by the board, which would be the case here.

There is also no reason to believe from the facts provided that the organization does want to introduce email voting. Rather, it seems to me that the board just wishes to ratify this particular action.