Some people believe the Board of Delegates is the Board of Directors of the USCF as far as Illinois not-for-profit law is concerned. There is an alternate point of view that, as currently established, the Board of Delegates is set up like a House of Delegates who acts as a convention of delegates or the deliberative assembly of the organization. Based on current practice, it can be argued, consistent with parliamentary conventions, the USCF Executive Board is indeed an Executive Board of the organized society which consists of the society's officers. This board only has such powers as is delegated by the assembly and matters placed by the bylaws exclusively under control of the board. In any event and as written in the bylaws, no action of the board can conflict with any action taken by the assembly. The assembly also can give the board instructions which it must carry out, and can countermand any action of the board if not too late. The entire issue can be easily cleared up because as, by law, the USCF must report the names of its Board of Directors in Part V of the Form 990 it submits to the IRS. It also must submit the names of its Board of Directors in the Illinois Not for Profit Annual Report (C 54.22). The simple answer to this issue could be that the name of each board member listed in these reports is the actual Board of Directors of the USCF. However, our actions need to be consistent with our governing documents thus the issue of who is the organizations actual Board of Directors is still under debate to this day.
On a related matter, the delegates’ ratification of the board’s actions is to approve or legalize the actions which then become an official act of the assembly. Since none of the actions of the board shall conflict with actions taken by the assembly, reversing the ratified action (not exclusively under control of the board per the bylaws -- except employment and other contracts) of the previous board by a newly elected board is a violation of the bylaws. The assembly does not need to pass the same motion the board previously passed in addition to ratifying the action to prevent a future board from undoing the action. The board needs to bring its actions that are in conflict with the actions of the assembly back to the assembly for reconsideration. In essence the assembly reserves the exclusive right to undo an action it has approved or ratified. Of course the board does have the ability to call a special session of the assembly if necessary for something that cannot wait until the next annual meeting.
That being said the assembly cannot ratify anything done in violation of procedural rules prescribed by national, state, or local law, or in violation of its own bylaws. If the new board acted in violation of the bylaws the assembly cannot ratify such a violation -- even if the action was ratified as one en masse. The action in violation remains null and void. The assembly must pass an appropriate and legal motion to authorize the action in question, otherwise in the case of an issue contrary to the bylaws -- change the bylaws accordingly.
Robert McConnell Productions
Your Parliamentary Resource
In January of this year, you e-mailed me two view points concerning two issues that are confronting your organization. In reviewing the information that you provided, I give the following parliamentary opinion.
First, let’s review some basic parliamentary principles. When an organization writes its bylaws, it designates duties and assigns powers to the members and its representatives, which are usually officers, a board of directors (executive board) and committees. Each has specific things to do and also each has limits to the things that it can do.
In your bylaws, the members meet once a year through a delegate system to elect officers, vote on bylaws and deal with other business which includes motions presented by the Executive Board.
Your bylaws assign certain responsibilities to the Executive Board; and then they limit its power by stating that it is “subject to the authority of the Board of Delegates, and none of its acts shall conflict with the actions taken by the Board of Delegates.” (Article VI, Section 2) The bylaws clearly place the Executive Board as a subordinate body of the Board of Delegates.
In your e-mail you state that the Executive Board adopts an action and then presents it to the Board of Delegates for ratification. What your organization is really doing is voting on a motion presented by the Executive Board, not ratifying it. Your organization is misusing the term “ratification.” On page 96 of Robert’s Rules of Order Newly Revised, the word “ratify” is defined. It means “a motion to ratify emergency action taken at a meeting when no quorum was present.” On page 119 of the same book, it states “The motion to ratify is an incidental main motion that is used to confirm or make valid an action already taken that cannot become legally valid until approved by the assembly.” A proper example of ratification would be if the Executive Board met and adopted something that needed to be done “right now” when no quorum was present. Then at the next executive board meeting, when a quorum was present, they ratified the action.
In principle and in practice in your organization, the Executive Board votes to do something, and then according to your bylaws (because it is the subordinate body), presents it to the Board of Delegates for discussion and a vote. The final decision then is with the Board of Delegates and not the Executive Board. If the Executive Board adopted something not within the range of its prescribed duties and did not present it to the Board of Delegates for a vote, then it could not be carried out. Strictly speaking this is not ratification. It is the adoption of motion presented to the assembly.
Once a motion is adopted by the Board of Delegates, including a vote taken by unanimous consent or, as you state, “en mass,” it becomes the action of the assembly and can only be changed by another act of the assembly (Board of Delegates). It can’t be reversed or rescinded by the Executive Board because that would be in conflict with the bylaws which states “none of its acts shall conflict with the actions taken by the Board of Delegates.” If the Executive Board decides at a later time that the act of the Board of Delegates was not in the best interest of the organization, then it must present a motion to rescind at the next Board of Delegates meeting. Only the Board of Delegates can rescind it because the delegates were the ones that adopted it.
The second question has to do with actions take that are in violation of bylaws. It is a basic parliamentary principle that any action taken by either the assembly or an executive board which is in violation of bylaws, or state, local or federal laws, even if it is by a unanimous vote, is null and void. In Henry Robert’s book, Parliamentary Law, page 9, he states: “Characteristics of Main Motions. A main motion, or any amendment thereto, must not be in violation of national or state laws, or in conflict with the constitution, the by-laws, or the standing rules or resolutions of the assembly. If it so conflicts and is adopted, it is null and void.” You will find similar language in the current edition of Robert’s Rules of Order Newly Revised. If this should happen it is the duty of a member to point this out to the assembly and a duty of the chair to rule the action null and void.
If the members want to do something that the bylaws prohibit, then they should amend the bylaws so that it allows such an action to take place and to be considered a legal act of the organization.
Janet McConnell, RP