Form / wording to ratify an executive decision

[Guest PPF]

I am a new President of an unincorporated volunteer association. Our constitution allows for Executive meetings to be called in between general meetings. Any decisions made at these Executive meetings must be reach by a simple majority and ratified at the next general meeting. I have read RONR re ratification but would like advice on the form / example of tabling this at the meeting.

Since the decision has been validly made, does the motion for ratification related to adopting that decision? After it is seconded, does it need to be voted on to reach another majority in the general meeting, given a valid vote has already occurred?

What is the form of this motion? "I move that the decision made at the executive meeting on [date] to [action] be adopted"?

[Dan Honemann]

On 8/19/2024 at 8:01 AM, Guest PPF said:

I am a new President of an unincorporated volunteer association. Our constitution allows for Executive meetings to be called in between general meetings. Any decisions made at these Executive meetings must be reach by a simple majority and ratified at the next general meeting.

This is a rather unusual bylaw provision so it would be helpful if you would quote it verbatim. Please do not paraphrase.

 

On 8/19/2024 at 8:01 AM, Guest PPF said:

I have read RONR re ratification but would like advice on the form / example of tabling this at the meeting.

"Tabling" is the wrong word to use here.  I will assume you seek advice concerning the wording of a motion to ratify executive board action.

 

On 8/19/2024 at 8:01 AM, Guest PPF said:

Since the decision has been validly made, does the motion for ratification related to adopting that decision? After it is seconded, does it need to be voted on to reach another majority in the general meeting, given a valid vote has already occurred?

Assuming ratification is required, the motion at the general meeting should be something such as "I move to ratify the action taken by the executive board on August 1, 2024, in approving the purchase of 50 copies of the current edition of Robert's Rules of Order Newly Revised."  This motion requires a second and a majority vote for its adoption.

On 8/19/2024 at 8:01 AM, Guest PPF said:

What is the form of this motion? "I move that the decision made at the executive meeting on [date] to [action] be adopted"?

Yes, this is good if you strike "adopted" and insert "ratified".

But again, much depends upon the exact wording of your relevant bylaw provision or provisions.

[Gary Novosielski]

It appears that RONR's rules on the motion to Ratify are superseded by specialized rules in your constitution/bylaws. 

I assume that by Executive you are referring to an Executive Board.  In most associations, the board has the power to make decisions for the association between general meetings of the Membership, but there's no requirement to ratify these.  

(Frankly this seems like an unworkable provision.  What happens if the membership fails to ratify?  The board in that situation is no better off than if it had acted improperly and outside of its authority—in practice, it has no actual authority.  And since none of the decisions made are final until the general meeting ratifies them, any time advantage to meeting between general meetings is an illusion.  But since I am not a member of the association, my free advice is worth every penny. )

Your constitution says what it says, and you need to follow it at least until you can make repairs.  The form of motion you noted is fine, except that I would strike adopted and instead insert ratified.

Edited to add:

Oops, I see I should have typed faster.  @Dan Honemann beat me to the draw. 🙂

 

Edited August 19, 2024 at 01:17 PM by Gary Novosielski

[Guest Guest PPF]

Thank you all, your advice is very helpful. Below is the verbatim section of the constitution in relation to Executive meetings:

5.1               Meetings of the Executive

 a.                  The Executive may meet separately from the General meeting as required during its term of office to exercise its functions. Decisions taken at meetings of the Executive shall be tabled at the next General Meeting for ratification or reporting purposes.

b.                  A special meeting of the Executive shall be convened by the President or in his/her absence, the Secretary, upon the request of a simple majority of Members of the Executive. Such request shall clearly state the reason why such special meeting is being convened and the nature of the business to be transacted thereat.

c.                  At every Executive Meeting a simple majority of the Members of the Executive shall constitute a quorum.

d.                  The Executive may meet together, subject to the Constitution, and regulate its proceedings as it thinks fit, provided that questions arising at any meeting of the Executive shall be decided by consensus or a majority of votes and in the case of an equality of votes on any question at any meeting of the Executive the motion lapses so that the status quo is maintained.

e.                  If a physical meeting of the Executive is not possible or practical, then decisions (including expense approvals up to $1,000) may be made by electronic means (including email) provided that such decisions are approved in writing (including email) by at least two Executives. Decisions made in this manner are to be ratified or reported (as applicable) at the next General Meeting in accordance with clause 5.7 a.
 

[Josh Martin]

On 8/19/2024 at 4:14 PM, Guest Guest PPF said:

Thank you all, your advice is very helpful. Below is the verbatim section of the constitution in relation to Executive meetings:

5.1               Meetings of the Executive

 a.                  The Executive may meet separately from the General meeting as required during its term of office to exercise its functions. Decisions taken at meetings of the Executive shall be tabled at the next General Meeting for ratification or reporting purposes.

b.                  A special meeting of the Executive shall be convened by the President or in his/her absence, the Secretary, upon the request of a simple majority of Members of the Executive. Such request shall clearly state the reason why such special meeting is being convened and the nature of the business to be transacted thereat.

c.                  At every Executive Meeting a simple majority of the Members of the Executive shall constitute a quorum.

d.                  The Executive may meet together, subject to the Constitution, and regulate its proceedings as it thinks fit, provided that questions arising at any meeting of the Executive shall be decided by consensus or a majority of votes and in the case of an equality of votes on any question at any meeting of the Executive the motion lapses so that the status quo is maintained.

e.                  If a physical meeting of the Executive is not possible or practical, then decisions (including expense approvals up to $1,000) may be made by electronic means (including email) provided that such decisions are approved in writing (including email) by at least two Executives. Decisions made in this manner are to be ratified or reported (as applicable) at the next General Meeting in accordance with clause 5.7 a.
 

So there appear to be a number of problems with your organization's constitution, which appears very poorly written, and your organization would benefit from a thorough review of its rules.

• For starters, I have no idea how ratification is supposed to work, since the rules simply note that all decisions need to be ratified, and provide no further details. I suspect your organization used the word "ratified" without really thinking through the implications of that word choice.
• As Mr. Novosielski has noted, "Executive" is an adjective, not a noun, so there is a missing word here. "The Executive" is not sufficient. I understand the bylaws are presumably referring to the Executive Board, but it would be helpful for this to be explicitly stated.
• As an added example of how this becomes confusing, the word "Executive" is used inconsistently throughout 5.1, sometimes referring to the entire group, and sometimes referring to individual members of the group.
• The phrase "simple majority" is unnecessary. Just "majority" is fine.
• Your organization appears to be using the word "tabled" in the British sense of the word. In British usage, to "table" an item means to place it before the assembly for consideration. Conversely, in American usage, to "table" an item means to set it aside.
• The sentence "d.  The Executive may meet together, subject to the Constitution, and regulate its proceedings as it thinks fit, provided that questions arising at any meeting of the Executive shall be decided by consensus or a majority of votes and in the case of an equality of votes on any question at any meeting of the Executive the motion lapses so that the status quo is maintained." is a garbled mess, and it's not clear to me this sentence adds anything meaningful.

Unless and until your bylaws are amended, I would follow the advice Mr. Honemann provided in his initial post, but I would amend the bylaws as soon as possible to remove this unusual requirement that all decisions made by the Executive Board must be ratified by the full membership.

Edited August 19, 2024 at 09:51 PM by Josh Martin

[Richard Brown]

I agree with my colleagues that many of these bylaw provisions are very strange, hard to understand and lead to problems, especially the provisions regarding ratifying decisions of the executive board.  I agree that these bylaws could benefit from some significant updating, perhaps a complete revision.

[Joshua Katz]

On 8/19/2024 at 2:48 PM, Josh Martin said:

• For starters, I have no idea how ratification is supposed to work, since the rules simply note that all decisions need to be ratified, and provide no further details. I suspect your organization used the word "ratified" without really thinking through the implications of that word choice.
•  

Do they say that?

On 8/19/2024 at 2:14 PM, Guest Guest PPF said:

 a.                  The Executive may meet separately from the General meeting as required during its term of office to exercise its functions. Decisions taken at meetings of the Executive shall be tabled at the next General Meeting for ratification or reporting purposes.

 

It seems to me that some are ratified, and others are just reported. I have no idea how you'd tell which is which, though.

[Richard Brown]

On 8/19/2024 at 7:26 PM, Joshua Katz said:

Do they say that?

It seems to me that some are ratified, and others are just reported. I have no idea how you'd tell which is which, though.

You actually make a very good point. A close reading of that provision indicates it can be interpreted to mean that executive committee decisions shall be put on the agenda at the next meeting for the purpose of being either reported or ratified. That can be read to mean that it is only necessary to report the executive board decisions, but no actual need to ratify them. That is an ambiguity that really should be cleared up. 

[Joshua Katz]

On 8/19/2024 at 5:45 PM, Richard Brown said:

You actually make a very good point. A close reading of that provision indicates it can be interpreted to mean that executive committee decisions shall be put on the agenda at the next meeting for the purpose of being either reported or ratified. That can be read to mean that it is only necessary to report the executive board decisions, but no actual need to ratify them. That is an ambiguity that really should be cleared up. 

You also make a very good point, that rather than reading these as referring to different situations, it may mean the body has a choice. I agree the ambiguity should be amended away, but I'd add that the best way to do so would be by striking all this. It makes no sense to have a board if it can't actually make binding decisions between meetings of the superior body, and there's no need for the bylaws to specify that such things get reported, and also no need to be "tabled" (I'll assume this is something like "on the agenda") to be reported.

[Gary Novosielski]

On 8/19/2024 at 5:14 PM, Guest Guest PPF said:

a.                  The Executive may meet separately from the General meeting as required during its term of office to exercise its functions. Decisions taken at meetings of the Executive shall be tabled at the next General Meeting for ratification or reporting purposes.

Here's another twist:  An executive board always meets separately from the general assembly because it is a distinct body.  This rule sounds a lot like the Executive board usually meets with (and, dollars-to-donuts, runs) the general assembly meeting.  Another mess in the making?

[Richard Brown]

On 8/19/2024 at 4:48 PM, Josh Martin said:

Your organization appears to be using the word "tabled" in the British sense of the word. In British usage, to "table" an item means to place it before the assembly for consideration. Conversely, in American usage, to "table" an item means to set it aside.

 

On 8/19/2024 at 4:14 PM, Guest Guest PPF said:

Decisions taken at meetings of the Executive shall be tabled at the next General Meeting for ratification or reporting purposes.

 

On 8/19/2024 at 7:26 PM, Joshua Katz said:

It seems to me that some are ratified, and others are just reported. I have no idea how you'd tell which is which, though.

After thinking about this some more and digesting the observations made by Josh Martin and Joshua Katz, I believe that we have likely been interpreting these bylaws improperly all along. It does appear to me that the word “tabled“ is being used in the British parliamentary sense, not in the American parliamentary sense. 

It also appears obvious now that motions  adopted by the executive committee shall be reported at the next general membership meeting, and that such actions may simply be reported and entered in the minutes or, if the membership deems it  advisable, may ratify the actions taken by the executive committee, but is not obligated to do so. I do not think that notification ratification is necessary in order for executive committee decisions to be valid and binding. 

Nonetheless, it’s still appears these bylaws need work and can use lots of clarifications!
 

Edited August 20, 2024 at 04:13 PM by Richard Brown
Correction in the next to last paragraph as indicated by strike through and underlining

[Josh Martin]

On 8/20/2024 at 9:01 AM, Richard Brown said:

It also appears obvious now that motions  adopted by the executive committee shall be reported at the next general membership meeting, and that such actions may simply be reported and entered in the minutes or, if the membership deems it  advisable, may ratify the actions taken by the executive committee, but is not obligated to do so. I do not think that notification ratification is necessary in order for executive committee decisions to be valid and binding. 

Assuming this is in fact correct, the organization should certainly remove the language relating to ratification from its bylaws.

[Richard Brown]

On 8/21/2024 at 8:20 AM, Josh Martin said:

Assuming this is in fact correct, the organization should certainly remove the language relating to ratification from its bylaws.

I agree! That language is causing considerable confusion and uncertainty, and probably creating needless work.