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DEPARTMENTS Test Yourself Questions & Answers
&Questions Answers
The intent of this column is to provide general answers or advice (not formal, official opinions) about the questions asked. The answers are based on the most recent edition of Robert’s Rules of Order Newly Revised, unless otherwise indicated, and do not take into account such governing authorities as statutes, bylaws, adopted special rules of order, other parliamentary authorities, or earlier editions, except as specifically mentioned.
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The abbreviations used in these questions and answers are explained in National Parliamentarian Vol. 81, No. 2, Winter 2020, p. 24.
Questions should be emailed to npquestions@nap2.org.
Ratification of Executive Committee Actions
QQuESTION 14: At a recent meeting, a motion was made for members to ratify, approve, and consent to the business conducted by the executive committee from March 2019 to March 2020. The motion was seconded.
This group meets once a year, which is considered its annual meeting. The executive committee is allowed to conduct necessary business during the year pursuant to the bylaws.
Discussion arose after the motion to ratify. Some members felt ratifying action gave too much latitude to the executive committee to “spend” as they wished. Others felt that as long as the actions of the executive committee were in agreement, and fell within the approved budget, that the motion was superfluous. The motion was defeated.
It has been my experience that at the annual meeting, a motion is made to ratify the actions of the executive committee or board, even if no action has been taken. Is this practice correct?
ANSWER:
There is considerable confusion in the understanding of members on the motion to ratify and on the powers of the executive committee and of the assembly.
A motion to ratify (also called approve or confirm) is used to confirm or make valid action already taken that cannot become valid until approved by the assembly. See RONR (12th ed.) 10:54-57 for further rules and examples.
Some actions cannot be ratified. An assembly can ratify only actions of officers, committees, delegates, subordinate bodies, or staff as it would have had the right to authorize in advance. See RONR (12th ed.) 10:55.
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It is imperative to read all governing document (primarily the articles of incorporation or bylaws) provisions carefully because it is possible that different terms and powers for the board and for the executive committee are in effect. Under Robert’s Rules, the executive committee (or whatever name is established in the bylaws) has exactly the powers the governing documents give them. If the executive committee is empowered to conduct the affairs of the organization between annual meetings, then actions taken in properly called meetings with a quorum present are valid actions. Valid actions do
not require ratification.
An executive board (or board of directors) has administrative powers and specified powers. RONR (12th ed.) 56:39. There may also be a smaller executive committee. RONR (12th ed.) 56:40. Both such entities are subordinate. RONR (12th ed.) 56:41. Suggested language for bylaw provisions are given. RONR (12th ed.) 56:43. Annual reports of the board are given primarily for information but may also contain recommendations. RONR (12th ed.) 51:3(a). At board meetings, the executive committee should give a report of its activities since the last meeting. “No action need be taken on this report, which is generally intended as information only.” RONR (12th ed.) 49:20. As far as the concern of too much power being put in the hands of the executive committee, that is a matter for the members to consider when amending bylaws. Some organizations limit actions the board and/or the executive committee may take. Some organizations have more frequent meetings, thus putting the responsibility on the members to run the organization more completely. The practice of the assembly ratifying any actions (or none as you mention) undertaken by the executive committee has no basis in parliamentary practice.
President Appointing Chairmen
QQuestion 15: If the bylaws confer the power to the president to appoint
committee chairmen, do these appointments have to be approved by the other officers, the membership, or both? Specifically, our bylaws provide,
“The president shall appoint chairmen of all committees, except the
Nominations and Elections Committee.”
I have always thought that the president could exercise that power without having to get approval from the other officers or membership to have chairmen he or she wants to serve on his or her board.
What is required to appoint a committee chairman under our bylaws?
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ANSWER:
Your question is a good example of how much care should be taken in reading governing documents. Sometimes members will make assumptions of the rules in one organization based on their experience with different organizations. Some bylaws do require that approval of the board for certain appointments is required, but this requirement should be clearly stated. All portions of the bylaws must be consulted, for example, it is necessary to read with care sections on powers of the president, powers of the board, and creation of committees. From the excerpt of bylaws you quote, if there is nothing contradictory in other portions of the bylaws, the president alone may appoint the chairmen of all committees except the nominations and election committee. Under the plain language of this bylaw provision, no approval is required from any other entity. Your excerpt does not address appointment of committees, merely that of the chairman. If committee composition is not addressed, the bylaws should be amended. For further details on selection of committee chairmen and members, see RONR (12th ed.) 13:17 and 50:11. Your question concludes with reference to the president selecting chairmen for his or her board. It is not a good practice for presidents to refer to an officer, a chairman, or a board as theirs. Officers, chairmen, and boards serve the organization, not the president.
Bylaw Amendments and Term
QuESTION 16: Our association recently amended the bylaw providing that candidates for elected offices may not serve more than two consecutive terms in the same office. The bylaw amendment was adopted. Now, as the election for officers is approaching, there is a difference of opinion on who may seek office. One group maintains that anyone who served in a particular office during the two most recent terms (two consecutive terms) is, under the bylaws amendment just adopted, not eligible to be elected to the same office. The other group feels that the new bylaw amendment restriction on serving in a particular office does not affect any past service in office. This faction believes that anyone may be elected to an office regardless of previous offices or number of terms served. Which group has the correct interpretation of the newly adopted bylaw?
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ANSWER:
Unless there was a proviso stating that the newly adopted bylaws do not apply to anyone who previously held office in the organization, the group that believes that under the bylaws amendment just adopted, anyone who served in a particular office during the two most recent terms (two consecutive terms) is not eligible to be elected to the same office. The newly amended bylaws are THE bylaws of the organization and must be applied uniformly without any exception. These newly amended bylaws took effect immediately upon adoption and therefore apply to the incumbent officers. “An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion. While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: ‘…with the proviso that [or, ‘…provided, however, that’] this amendment shall not go into effect until after the close of this annual meeting.” Or, while the amendment is pending, an incidental motion can be adopted that, In the event of the amendment’s adoption, it shall not take effect until a specified time. Either method requires only a majority vote.” RONR 57:15. “Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected.” (RONR 57:16)
Alison Wallis, PRP Q&A Research Editor Ann Homer, PRP Assistant Q&A Research Editor Rachel Glanstein, PRP Parliamentary Consultant Timothy Wynn, PRP Parliamentarian
