Actions by an Organization in Violation of its Bylaws Cannot Be Ratified

By Keokani Kipona Marciel, Professional Registered Parliamentarian (PRP)

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Can actions taken by an organization in violation of its bylaws be ratified? Parliamentary law is clear on this matter, as codified by the following parliamentary authorities.

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​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.

—Robert, H. M., III, Honemann, D. H., Balch, T. J., Seabold, D. E., & Gerber, S. (2011). Robert's rules of order newly revised (11th ed.). Boston, MA: Da Capo Press.

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​A legislative body can ratify only such actions of its officers, committees or delegates as it had the right to authorize in advance. It cannot ratify or make valid anything done in violation of the constitution.

—Mason, P. (2010). Mason's manual of legislative procedure (2010 ed., § 443-2, p. 294). Denver, CO: National Conference of State Legislatures.

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No action can be ratified that is not within the authority of the bylaws.

—Riddick, F. M. & Butcher M. H. (1985). Riddick's rules of procedure: A modern guide to faster and more efficient meetings (p. 164). New York, NY: Charles Scribner's Sons.

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No unconstitutional or illegal act or motion can be ratified.

—Demeter, G. (1969). Demeter's manual of parliamentary law and procedure: For the legal conduct of business in all deliberative assemblies (blue book ed., p. 168). Boston, MA: Little, Brown and Company.

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​An assembly cannot ratify an action that it could not itself have legally taken.

​—Robert, H. M. (2001). Parliamentary law (p. 441). New York, NY: Irvington Publishers. (Original work published 1923)

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Examples

​If the bylaws only provide for admission of new members during regular meetings, such action cannot be taken during a special meeting, then subsequently ratified at the next regular meeting. Why? Provisions in the bylaws are like the fence around a yard, or the borders of a country. If the bylaws only provide for admission of members at regular meetings, to do so at any other type of meeting would be out of bounds. Another reason might be that it would result in a violation of the rights of members who are able to fit regular meetings into their schedule, but not necessarily special meetings occurring on dates between regular meetings. If the membership desires the ability to admit new members during special meetings also, the bylaws could be amended to permit  such action.

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If the bylaws require elections to be by ballot, such action cannot be taken by a different voting method (e.g., voice vote), then subsequently ratified by a ballot vote. Otherwise, it would defeat the purpose of the ballot vote to begin with. The virtue of a ballot vote is that it is a secret vote. People are more likely to express their true choice on a question when casting their vote anonymously. In other words, when they do not have to disclose their choice to the assembly, as would be the case in a voice vote, rising vote, show of hands, or roll call vote.

Ballot voting is beneficial during an election, where relationships could be strained if the candidates could see who voted for them or did not vote for them. Those who do not win the election may be discouraged from being a candidate in the future, due to embarrassment from knowing which individuals did not vote for them. The secret ballot also helps prevent a person from voting against their true preference due to peer pressure resulting from having to reveal how they voted.

The principle of secret voting by ballot can be as advantageous for a controversial question as it can be for an election.

If the bylaws require an election to be by ballot, but there is only one candidate for an office, the secrecy and logistics of balloting become unnecessary. However, a voice vote cannot be taken in lieu of a ballot vote unless this exception is provided for in the bylaws, which is the recommended practice.


If the bylaws of an association can only be amended by a convention of delegates, the board cannot amend the bylaws between conventions, then have the action ratified at the next convention. Otherwise, this would violate the right of the majority to rule. Specifically, the majority of convention delegates who adopted the bylaw provisions amended illegally by the board between conventions. Additionally, it would violate the rights of absent members. Specifically, the rights of convention delegates who are necessarily absent from board meetings between conventions.

In such a case, if the membership wishes to allow the bylaws to be amended between conventions, the convention of delegates could amend the association bylaws to allow for special conventions in case of emergency between the regular conventions. Alternatively, the bylaws could be amended to delegate authority to the board for amending the bylaws between conventions if necessary.

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Ka Papa Hana Hoʻomalu | Parliamentary Procedure 101

Democratic Organizational Procedure

In Contemporary Lāhui Hawaiʻi

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