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matt5919

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My name is Matt. I am a volunteer firefighter and my orginazation utilizes a set of by-laws backed up by Roberts Rules. Our company recently had a member "call out" the board of directors on something they acted on where they did not have the authority to do so. "It should have been voted on by the membership as it conflicted with our "by-laws". This incident has opened a can of worms as the membership has now realized that the board of directors has been doing this for some time and nobody noticed that it was out of order per our by-laws. What would the proper procedure be for repremanding the board of directors yet allowing the decisions they have made in the past to still stand as they are too numerous and could cause catastrophy for our company. (example being we have training requirement for our company in which the board has been granting extensions when it is specifically stated in our by-laws that a new member has to get and maintain training in a certain time frame or their membership will be terminated. So many extensions have been granted that if we went back on them we would loose 30 percent of our membership. Is there a way to motion and vote to allow the improper actions to stand and move forward promising to correctly adhere to the by-laws and parlimentary procedure for the present on??

If so? would it be majority or 2/3 and how would I present that motion??

Thank You for any help this is the only message board of this type I could find so I hope someone sees this.....

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Our company recently had a member "call out" the board of directors on something they acted on where they did not have the authority to do so.

It should have been voted on by the membership as it conflicted with our "by-laws".

This incident has opened a can of worms as the membership has now realized that the board of directors has been doing this for some time and nobody noticed that it was out of order per our by-laws.

What would the proper procedure be for reprimanding the board of directors yet allowing the decisions they have made in the past to still stand as they are too numerous and could cause catastrophe for our company?

(Example: being we have training requirement for our company in which the board has been granting extensions when it is specifically stated in our by-laws that a new member has to get and maintain training in a certain time frame or their membership will be terminated.

So many extensions have been granted that if we went back on them we would loose 30 percent of our membership.

Is there a way to motion and vote to allow the improper actions to stand and move forward promising to correctly adhere to the by-laws and parliamentary procedure for the present on?

If so, would it be majority or 2/3 and how would I present that motion?

Thank You for any help this is the only message board of this type I could find so I hope someone sees this.....

Thank You for any help this is the only message board of this type I could find so I hope someone sees this.

I ponder why an answer must be obtained by Christmas Day + 1.

Our company recently had a member "call out" the board of directors on something they acted on where they did not have the authority to do so.

Here is one confounding variable.

Whenever there is a BOARD, then the question pops up, "Who is the superior body -- the board, or the general membership?"

According to The Book, by default, the general membership is superior to whatever board an organization may have.

But that "default" has many exceptions in the real world.

For example:

• if bylaws were to grant exclusive control over issue X to the board, then the gen. mem. can do nothing about issue X. (Here, you have a board granting exceptions. Does the board have exclusive power for the granting of such exceptions?)

• if the organization were a homeowners organization, then the typical legal arrangement is that the board is superior in all things, and the gen. mem. (the owners) are typically left with only (a.) electing its board; (b.) amending its bylaws; and NOTHING ELSE. (Here, are your members authorized to do anything beyond electing its board?)

Thus, for you, any answer would depend on whether the general membership even has the authority to ratify anything its board does. -- Or vice versa.

• If the board is inferior to the general membership, then the general membership can ratify most anything it could have done itself.

• If the board is superior to the general membership, then there is nothing the general membership could do, but only lobby hard for the board to take certain action.

Which is all a fancy way of saying, "It depends." -- It depends on what your bylaws say. The Book won't apply if your bylaws (a.) put your board higher than your general membership; (b.) put the given issue exclusively into the hands of the board, outside the reach of the general membership.

I don't think I will pursue the question of how to chastise or admonish the board, when we don't yet know if that will do any good, anyway.

An old legend which holds a lesson.

King Canute of England once ordered the ocean not to make waves. His orders were ignored by the ocean, which kept on breaking waves onto the shore.

Thus, complaining, countermanding, or negating something, where you don't have the power to do any commanding, is a folly, a wasted effort.

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My name is Matt. I am a volunteer firefighter and my orginazation utilizes a set of by-laws backed up by Roberts Rules. Our company recently had a member "call out" the board of directors on something they acted on where they did not have the authority to do so. "It should have been voted on by the membership as it conflicted with our "by-laws". This incident has opened a can of worms as the membership has now realized that the board of directors has been doing this for some time and nobody noticed that it was out of order per our by-laws. What would the proper procedure be for repremanding the board of directors yet allowing the decisions they have made in the past to still stand as they are too numerous and could cause catastrophy for our company. (example being we have training requirement for our company in which the board has been granting extensions when it is specifically stated in our by-laws that a new member has to get and maintain training in a certain time frame or their membership will be terminated. So many extensions have been granted that if we went back on them we would loose 30 percent of our membership. Is there a way to motion and vote to allow the improper actions to stand and move forward promising to correctly adhere to the by-laws and parlimentary procedure for the present on??

If so? would it be majority or 2/3 and how would I present that motion??

Thank You for any help this is the only message board of this type I could find so I hope someone sees this.....

The motion to ratify (also called confirm or approve) is an ordinary main motion, is fully debatable, and would require a majority vote, unless the action being ratified would originally have required a higher threshold.

"An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance." However, it cannot 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 does not prevent it from ratifying emergency action taken in a meeting when no quorum was present".

...

"A motion to ratify can be amended by substituting a motion of censure, and vice versa, when the action involved has been taken by an officer or other representative of the assembly." [RONR p. 119-120]

So if the action taken by the board explicitly "violated" the bylaws, it looks like you can't ratify it, and should censure the board, but if it was more in the nature of "emergency action" taken by the board merely "in excess of its instructions", then it could be appropriate to ratify it. In other words, If it would have been proper, under the bylaws, for the board to have authorized these extensions, subject to approval by the membership, then you can approve it now.

But where you might have trouble is that if you approve of the actions, it may not make sense to censure the board for doing them. While it's appropriate to substitute a censure motion for a ratify motion, it is not clear that you can do both. It raises a good question, and you should look for other answers to follow. [or precede]

At a minimum, it would be appropriate to issue a sternly-worded clarification to the board's instructions that outline the boundaries of its authority in such matters so as to avoid repetitions. How much discipline you can impose beyond that is probably a more complex question.

Hope this points you in the right direction.

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But where you might have trouble is that if you approve of the actions, it may not make sense to censure the board for doing them. While it's appropriate to substitute a censure motion for a ratify motion, it is not clear that you can do both. It raises a good question, and you should look for other answers to follow.

It is in order to both ratify and censure the same actions. One reason for this might be that the consequences for failing to ratify the action are severe (such as when expenditures of money are involved) and the assembly feels a lesser punishment would be appropriate.

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