Officer Acts Outside Meeting - Ratify or New Motion?

[Guest Bdw2003]

Outside of a meeting, a group of officers drafted and sent a letter of correspondence on behalf of the organization to other organizations who then took action on it. It is normally the responsibility of the clerk to handle correspondence, although the clerk was notified by the group of their actions before they sent it. It appears the content of the letter included properly authorized actions taken by the organization; however, the organization had just not ordered the letter to be sent at all, neither by the clerk or this group. While it appears the letter would have generally been approved by the organization had it been approved to be sent in a meeting, their action in taking it upon themselves outside of a meeting has led to confusion.

What would be the recommended action at this point for it to have the organization's proper approval: 1)Ratify the actions of these individuals at the next properly held meeting; or 2) Make a motion in new business to order the clerk to write the letter anew on behalf of the organization?

Regardless, it may be prudent to notify the other organizations that took action on the previously sent letter of their decision, whether it be to confirm their support of the previously sent letter or to provide a new official letter on behalf of the organization.

 

[J. J.]

I would say, from this general description, ratification. 

[Dan Honemann]

On 1/6/2024 at 8:02 AM, Guest Bdw2003 said:

Outside of a meeting, a group of officers drafted and sent a letter of correspondence on behalf of the organization to other organizations who then took action on it. It is normally the responsibility of the clerk to handle correspondence, although the clerk was notified by the group of their actions before they sent it. It appears the content of the letter included properly authorized actions taken by the organization; however, the organization had just not ordered the letter to be sent at all, neither by the clerk or this group. While it appears the letter would have generally been approved by the organization had it been approved to be sent in a meeting, their action in taking it upon themselves outside of a meeting has led to confusion.

What would be the recommended action at this point for it to have the organization's proper approval: 1)Ratify the actions of these individuals at the next properly held meeting; or 2) Make a motion in new business to order the clerk to write the letter anew on behalf of the organization?

Regardless, it may be prudent to notify the other organizations that took action on the previously sent letter of their decision, whether it be to confirm their support of the previously sent letter or to provide a new official letter on behalf of the organization.

 

Based solely upon the facts as stated, I do not think it is entirely clear that the action taken by the officers was in excess of their authority.  If the action they took was in excess of their authority, I agree that a motion to ratify would be in order.  If it was not, then such a motion would not be in order.

If, after a careful review of the motion or motions which had been adopted, the bylaws, and applicable law (if any), doubt remains concerning the question as to whether or not the officers had the authority to do what they did, this question concerning their authority should first be answered by the organization's assembly  (e.g., by raising a point of order concerning a motion made to ratify the action).  

[Guest Bdw2003]

OP: The motion was made to have a ceremony, and many times when this is done, a letter is sent to other invited organizations. However, although it is not unusual to write and invite others, there had been no authority granted to anyone by motion at the meeting to write the letter, but officers (not the clerk whose responsibility this usually is) took this upon themselves to do.

[Josh Martin]

On 1/6/2024 at 10:59 AM, Guest Bdw2003 said:

OP: The motion was made to have a ceremony, and many times when this is done, a letter is sent to other invited organizations. However, although it is not unusual to write and invite others, there had been no authority granted to anyone by motion at the meeting to write the letter, but officers (not the clerk whose responsibility this usually is) took this upon themselves to do.

I express no view on whether or not this letter exceeded the authority of these officers, because I have no idea what the authority of these officers is, in part because I don't even know what officers you are referring to. The society will be more familiar with the rules and customs of the society on this matter, as well as the facts of the situation, and will therefore be in a better position to make such a determination than I am. I leave these judgments to the society.

It appears that you believe that this action exceeded the officers' authority, however, you also believe it would be desirable to ratify this action. If so, then you should make a motion to Ratify. If someone else disagrees and believes this was within the officers' authority, then they can raise a Point of Order, followed by an Appeal if necessary. Ultimately, the organization itself is the judge of its own rules.

Separate and apart from the question of ratification and authority, if the organization believes it would be desirable to send an additional letter from the Clerk for the sake of clarity, it is certainly free to do so.

Edited January 6, 2024 at 05:31 PM by Josh Martin

[Gary Novosielski]

On 1/6/2024 at 8:02 AM, Guest Bdw2003 said:

Regardless, it may be prudent to notify the other organizations that took action on the previously sent letter of their decision, whether it be to confirm their support of the previously sent letter or to provide a new official letter on behalf of the organization.

Unless you decide not to ratify the action and instead decide that the previously sent letter was not authorized and should be withdrawn, I see no point in notifying the recipient of anything!

[Guest Bdw2003]

OP: Regarding RONR (12th ed.) 10:54 where it mentions ratifying actions taken by officers in excess of their authority, would that imply the officer had some specific authorization to perform a particular duty as part of their responsibilities that they went beyond when executing that particular duty? Or, would it also include when that officer presumed to execute a separate duty that was not within their realm of responsibility but actually belonged to another officer? 

I am still trying to determine whether ratify would be appropriate in this circumstance or if a new motion should be made. Since the organization never provided any officer authorization to draft and send this one specific letter, I am leaning toward the safest course of action would be to adopt a motion specifically authorizing the clerk who typically has responsibility for correspondence to draft and send a new letter on the organization's behalf.

[Dan Honemann]

On 1/7/2024 at 9:01 AM, Guest Bdw2003 said:

OP: Regarding RONR (12th ed.) 10:54 where it mentions ratifying actions taken by officers in excess of their authority, would that imply the officer had some specific authorization to perform a particular duty as part of their responsibilities that they went beyond when executing that particular duty? Or, would it also include when that officer presumed to execute a separate duty that was not within their realm of responsibility but actually belonged to another officer? 

I am still trying to determine whether ratify would be appropriate in this circumstance or if a new motion should be made. Since the organization never provided any officer authorization to draft and send this one specific letter, I am leaning toward the safest course of action would be to adopt a motion specifically authorizing the clerk who typically has responsibility for correspondence to draft and send a new letter on the organization's behalf.

The limitations on use of the motion to Ratify are set forth in 10:55.

[Gary Novosielski]

On 1/7/2024 at 9:01 AM, Guest Bdw2003 said:

I am leaning toward the safest course of action would be to adopt a motion specifically authorizing the clerk who typically has responsibility for correspondence to draft and send a new letter on the organization's behalf.

The question is whether the assembly would have had the right to authorize this group of officers to write this letter, if they had wanted to.  If that's the case, then they can Ratify the actions.

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.

If you do ratify the action, then the original letter is retroactively valid, and there's no point in sending another one--unless you want to advertise to these other organizations that yours is somewhat befuddled about what it's doing.  But if you're intent on doing that, go right ahead.