Consent Motions

[Guest Dayle Peterson]

What is the proper WORDING, at a Board meeting, of submitting PREVIOUSLY APPROVED CONSENT MOTIONS?

[Dan Honemann]

On 6/19/2024 at 1:17 PM, Guest Dayle Peterson said:

What is the proper WORDING, at a Board meeting, of submitting PREVIOUSLY APPROVED CONSENT MOTIONS?

I suppose it depends upon what you mean by "PREVIOUSLY APPROVED CONSENT MOTIONS."

[Gary Novosielski]

On 6/19/2024 at 1:17 PM, Guest Dayle Peterson said:

What is the proper WORDING, at a Board meeting, of submitting PREVIOUSLY APPROVED CONSENT MOTIONS?

Yeah, I'm not sure what that means either. If something was previously approved, why is it being "submitted" anywhere?  By consent motion do you mean a motion approved on a consent calendar, or a motion adopted by unanimous consent, or something else?

[Richard Brown]

It appears I’m not the only one who doesn’t understand the question or the phrase “previously approved consent motions“.

[Rob Elsman]

My sense of it is that the motion, "I move to submit previously approved consent motions", is not in order on account that it is absurd.

[Gary Novosielski]

Well, unless and until Guest Dale Peterson returns, I guess we won't know what the proper "WORDING" is.

[Rob Elsman]

Absurd motions do not have a proper wording--that's why they're absurd.  They are just absurd, whatever the wording.

[Gary Novosielski]

I'm not prepared to label it absurd until I get answers to my previous questions, which seems unlikely now.  I can see why the presumption of absurdity carries weight, given the form of the question. Nevertheless, given a deeper understanding of what's intended, it might be possible to rebut that presumption.

It all depends on Dayle.

[Rob Elsman]

Whatever pajamas are put on this horse, no one is going to end up with a zebra.

[Gary Novosielski]

On 6/22/2024 at 12:03 PM, Rob Elsman said:

Whatever pajamas are put on this horse, no one is going to end up with a zebra.

It's beginning to look like we will be seeing neither hide nor pajama of this horse, anyway.

[Dayle Peterson]

Our Board of Directors occasionally uses “ Consent Motions” via Email votes when a Board approval is needed before the next Board meeting. 
upon unanimous approval, must they, then, become “ratified” at the next Board meeting?

[Gary Novosielski]

Well, that whole process is prohibited if the rules in RONR apply. 

So if we replace the word "Consent Motions" with "improper actions" then yes, those actions (not the motions) would have to be ratified at a proper meeting.  Or they might not be.  Which would mean those who took the actions would be on the hook for the consequences.

If, however, your bylaws allow decisions by email if all directors agree, then fine.  The decisions are valid and don't need to be ratified.  But you still should find some way to note them in the minutes, so there's a record.  

Edited June 25, 2024 at 01:11 AM by Gary Novosielski

[Atul Kapur]

On 6/24/2024 at 8:28 PM, Dayle Peterson said:

Our Board of Directors occasionally uses “ Consent Motions” via Email votes when a Board approval is needed before the next Board meeting. 

What document gives your board the authority to make decisions this way? Is it a law or your bylaws? 

[Dayle Peterson]

Our Board occasionally uses “Consent Motions” via email when time is of the essence. It’s been suggested that when one or more consent motions are listed in our next meeting agenda that the terminology be “move to RATIFY the(these) Consent Motions.  Is this correct or not correct?

I very much appreciate your wisdom. 
 

[Gary Novosielski]

Once again, this is not correct..  I refer you to my most recent response, which answers this question.  

This might be a good time to answer @Atul Kapur's question.   What rule makes these so-called  "consent" motions permissible in the first place? 

[Dan Honemann]

On 6/29/2024 at 7:06 AM, Dayle Peterson said:

Our Board occasionally uses “Consent Motions” via email when time is of the essence. It’s been suggested that when one or more consent motions are listed in our next meeting agenda that the terminology be “move to RATIFY the(these) Consent Motions.  Is this correct or not correct?

I very much appreciate your wisdom. 
 

As has already been pointed out, if your bylaws or higher-ranking rules* do not specifically authorize your board to take action by email, any action taken in this fashion is not only null and void, it is action which cannot be ratified by your board at one of its regular or properly called meetings because your board does not have the right to authorize action to be taken in this fashion (RONR, 12th ed., 10:55).  

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*Statutes frequently authorize action to be taken by the unanimous written consent of every member, and so it may behove you to see if any such statute applies to your board.

[Dayle Peterson]

Our by laws allow Consent.Motions. 

[Gary Novosielski]

On 6/30/2024 at 8:49 PM, Dayle Peterson said:

Our by laws allow Consent.Motions. 

Oferpete zake!

[Richard Brown]

On 6/30/2024 at 7:49 PM, Dayle Peterson said:

Our by laws allow Consent.Motions. 

Do the bylaws allow them by email? Usually when we think of motions on a consent calendar,  we are referring to a series of noncontroversial motions being taken up at an in person or sometimes an online meeting, often adopted by just one vote.

this is quite honestly the first I have heard of “consent motions“ by email. 

[Atul Kapur]

On 6/30/2024 at 8:49 PM, Dayle Peterson said:

Our by laws allow Consent.Motions. 

Let me try to translate. The way you are using the term "consent motions" is different than how we responders are using it. The difference is that you have told us that 

On 6/29/2024 at 7:06 AM, Dayle Peterson said:

Our Board occasionally uses “Consent Motions” via email

and, in RONR, it is not allowed to approve any motions at all via email.

So, if you could provide the exact wording of the bylaws provision that allows this, we may be able to assist with an answer for your original question.

For example, it may be that no further action is required. But we cannot know without seeing the bylaws provision that applies.