Is there a time limit on ratification?

[Tomm]

Our organization had an incident in 2021 where a Director was removed from the board. The call of the special meeting, held in executive session, did not specify the business that would be addressed, which was a violation of the organizations bylaws. 

It's my understanding that based on 39:5 that meeting was null and void.

When questioned, at the time, the chair of that meeting stated that the issue of the Directors removal was discussed with legal council, and confirmation was received that proper procedure was followed.

It's my believe that a licensed corporate legal council would have advised the chair that the business that was transacted at that meeting must now be ratified to become official. I have no idea who or what "legal council" made that decision? 

Directors can serve two, three year terms, 6 years total. That dismissed Director was re-elected at the very next election, so she has now served one full three year term, but only 6 months of her first term before being removed.

As far as I know, that meeting was never ratified, and the Director who was, in my mind, incorrectly prevented from serving her full first year term should be allowed to serve an additional 2 years, 6 months.  

I understand that several years have gone by since that original ruling and most of those Directors at the time are long gone.

Questions:

Can a different board still ratify a decision made 3 years ago?

Since the business was never ratified, and the meeting null and void, can, with permission of the board, be allowed to serve out her remaining 2 years, 6 months?

 

[Richard Brown]

On 7/8/2024 at 4:42 PM, Tomm said:

Can a different board still ratify a decision made 3 years ago?

Yes. 
 

On 7/8/2024 at 4:42 PM, Tomm said:

Since the business was never ratified, and the meeting null and void, can, with permission of the board, be allowed to serve out her remaining 2 years, 6 months?

 

That is a harder question to answer, and I’m not sure of the answer. However, I do not think it was the meeting that was null and void, but rather the action which was taken without the required previous notice.  Based on what we have been told, that action was the vote to remove the Director.

Alhough I believe the vote to remove the Director can still be ratified, I think it is perhaps a moot point and might be better left alone now

I would also point out that since the Director who was removed served less than half her term, unless your bylaws have unusual wording, she is still eligible to serve another full term regardless of whether her removal was invalid. I think the better course of action might be to raise a point of order that her removal was invalid, and then hope that the chair (or the assembly on appeal) will rule that the removal was in fact invalid and that the Director is eligible to serve another full term. I do not believe that just “putting her back in office“ for another two years and six months is feasible.  Among other problems, I would imagine there are no vacant spots on the board for her to take. Her removal should have been challenged back at the time it happened rather than waiting three years.  If her term had not expired, and if it had not been filled by someone else, it might have been possible to reinstate her, but I di not think that is possible or feasible now.

Finally, ratifying, her removal will not, in my opinion, accomplish what you want to do. It will confirm that her removal was proper. It seems to me the point you are trying to make is that her removal was improper. Even assuming that it was improper, it requires someone making a Point of Order and a ruling of the chair or of the assembly on appeal to actually rule or declare that the removal was null and void. It doesn’t “just happen“ because you think it was null and void.

 

 

Edited July 8, 2024 at 11:24 PM by Richard Brown
Edited 3rd paragraph of second answer for clarification

[Rob Elsman]

I am not well enough versed on the facts involved, but I am fairly certain that the body has the necessary parliamentary procedures at hand to proceed toward the proper answer.

[Richard Brown]

On 7/8/2024 at 6:23 PM, Rob Elsman said:

I am not well enough versed on the facts involved, but I am fairly certain that the body has the necessary parliamentary procedures at hand to proceed toward the proper answer.

Based on the history of Tomm’s questions I would not be so sure of that.

[Rob Elsman]

A good starting point might be a good review of the entries in the index under "Ratify".

[Richard Brown]

On 7/8/2024 at 6:31 PM, Rob Elsman said:

A good starting point might be a good review of the entries in the index under "Ratify".

So are you saying that people with parliamentary questions should not come here and ask us a question but instead they should simply search the forum? Really?

How about trying to answer his questions rather than telling him, in essence, “I’m sure you and your organization have the means to find the answer to this question“?
 

Answering parliamentary questions is, in fact, the reason the forum exists.

[Rob Elsman]

Is there something wrong with reviewing the subject, "Ratify"? Is the subject off limits? He has the book. So, what's wrong with using it?

[Tomm]

On 7/8/2024 at 4:18 PM, Richard Brown said:

I do not believe that just “putting her back in office“ for another two years and six months is feasible.  Among other problems, I would imagine there are no vacant spots on the board for her to take.

Actually, the Articles of Incorporation states: "Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors."  (Our Board has 9 Directors)

Some argue that since she was "elected" (as stated in the Articles) to those two terms she cannot serve again even though she never served for the full 6 years.

It's not that there are no vacant spots to fill, it just that there would be one less candidate required to fill the position in the upcoming election in December.

[Rob Elsman]

So, from a strictly procedural viewpoint, what happens now? What is "some" doing with their argument?

[Tomm]

On 7/8/2024 at 5:22 PM, Rob Elsman said:

So, from a strictly procedural viewpoint, what happens now? What is "some" doing with their argument?

I would like to make a plea to this current board, after presenting the fact that the meeting that dismissed her was null and void, to allow the Director to continue to serve and there's no need for her to be termed out or to look for candidates to fill that particular position. 

[Rob Elsman]

So, are you a member of this board?

[Rob Elsman]

Is the board the electing authority?

 

[Tomm]

On 7/8/2024 at 5:30 PM, Rob Elsman said:

So, are you a member of this board?

No.

On 7/8/2024 at 5:32 PM, Rob Elsman said:

Is the board the electing authority?

Yes.

[Rob Elsman]

Thank you.

Since you are not a member of the board, you are an invitee and guest if you are allowed to attend the meeting of the board at all. Unless you are invited by the board to speak, you are confined to the role of a quiet spectator. You do not plea. You do not make any disturbance at all.

[Tomm]

On 7/8/2024 at 5:54 PM, Rob Elsman said:

Since you are not a member of the board, you are an invitee and guest if you are allowed to attend the meeting of the board at all. Unless you are invited by the board to speak, you are confined to the role of a quiet spectator. You do not plea. You do not make any disturbance at all.

Yes, I do have other options.

Thanks

[Gary Novosielski]

Tomm, since she only served six months of the first term, that term does not count at all, in calculating term limits. 

Anything less than half a term does not count, and anything more than half a term counts as one full term. 

So there appears to be no issue that needs to be ratified.

 

Edited July 9, 2024 at 03:19 PM by Gary Novosielski
Spelling

[Tomm]

On 7/9/2024 at 8:19 AM, Gary Novosielski said:

Anything less than half a term does not count, and anything more than half a term counts as one full term. 

Is there a RONR citation on that or is that just based on the U.S. Constitution's presidential term limits?  

[Richard Brown]

On 7/8/2024 at 7:54 PM, Rob Elsman said:

Thank you.

Since you are not a member of the board, you are an invitee and guest if you are allowed to attend the meeting of the board at all. Unless you are invited by the board to speak, you are confined to the role of a quiet spectator. You do not plea. You do not make any disturbance at all.

It is (probably) true that you are present as a guest of the board and have no right to speak unless the board or the rules grant you that right, but you do have the right to contact or approach board members outside of the meeting to discuss your concerns and to "lobby" for your position.  I imagine you already know that.

[Atul Kapur]

On 7/9/2024 at 12:15 PM, Tomm said:

Is there a RONR citation on that or is that just based on the U.S. Constitution's presidential term limits?  

See 56:31. Note that the wording used in that paragraph is not exactly the same as in your bylaws as quoted.

[Tomm]

On 7/9/2024 at 12:37 PM, Atul Kapur said:

See 56:31. Note that the wording used in that paragraph is not exactly the same as in your bylaws as quoted.

Just curious but, how should that citation be viewed since it's really only a recommendation on what should appear in the bylaws?

Is it a citation that can be used to define what a term in office really is, or just a suggestion that holds no parliamentary authority?

[Gary Novosielski]

Look at 47:4 for a definite rule.

[Atul Kapur]

On 7/9/2024 at 4:48 PM, Tomm said:

Just curious but, how should that citation be viewed since it's really only a recommendation on what should appear in the bylaws?

It is more than that. The part that says "For purposes of determining eligibility to continue in office under such a provision" tells you that the portion that follows is how you interpret such a provision if you have one (as your organization does).

The last part of that sentence tells you how to interpret it: "an officer who has served more than half a term is considered to have served a full term in that office"

On 7/9/2024 at 5:53 PM, Gary Novosielski said:

Look at 47:4 for a definite rule.

The reason that I didn't cite that paragraph is that it specifies that it applies, "In filling vacancies for unexpired terms." So 47:4 applies to the person who filled the subsequent 2½ years of the unexpired term of the person who was dismissed. If someone was argumentative (and many of Tomm's posts suggest there are such people in his organization), then they could argue whether this applied to the dismissed director. No such issue arises with 56:31.

[Richard Brown]

@Tomm I agree with Dr. Kapur and Mr. Novosielski that the provisions in RONR that a person who has served more than half a term in an office is considered to have served a full term is not a suggestion but is a rule.