n. confirmation of an action which was not pre-approved and may not have been authorized
At the December 12, 2012 library board meeting, President/Attorney Linda Romano asked the board to adopt a resolution ratifying any past actions of the board where there might not have been a resolution.
When Trustee Wiatr asked exactly what actions were being ratified, Ms. Romano "blew him off" and continued on with the vote. Here is the excerpt from that meeting:
Trustee Wiatr voted no and Trustee Cortright abstained...the motion was carried by the eight (8) that always vote together as if they already knew something that the rest of the board didn't.
Just what was Ms. Romano trying to do? What actions were taken by her; other NHPL board officers; or other NHPL trustees that now need to be ratified?
According to Robert's Rule of Order followed by the library according to the library bylaws:
Art. VI. Some Main and Unclassified Motions.
This is a main motion and is used when it is desired to confirm or make valid some action which requires the approval of the assembly to make it valid. The assembly may ratify only such actions of its officers or committees, or delegates, as it had the right to authorize in advance. It cannot make valid a viva voce election when the by-laws require it to be by ballot, nor can it ratify anything done in violation of the laws of the state, or of its own constitution or by-laws, except that it may ratify emergency action taken at a meeting when no quorum was present, even though the quorum is provided for in a by-law. A motion to ratify may be amended by substituting a motion of censure, and vice versa, when the action has been taken by an officer or other representative of the assembly. It is debatable and opens the entire question to debate.We underlined key phrases in the above excerpt from Robert's Rules. If Ms. Romano was hoping to ratify any actions taken by the Rechartering Committee, she should be careful. Those meetings were held in violation of the Open Meetings Law so anything that was done in those meetings can be challenged...board ratification or not! Copies of emails we have obtained show exactly who was at those meetings; along with when and where they were being held.
Ms. Romano said that ratification is a customary practice. It may very well be in some circumstances, but you cannot make something o.k. that wasn't o.k. to begin with and it is our understanding that you have to detail what action is being ratified...you can't just ratify everything "wholesale".
As Trustee Wiatr pointed out, Ms. Romano is an attorney.
According to the NYS Education Dept. Statement on the Governance Role of a Trustee or Board Member:
What duties do trustees and board members have to fulfill?Why would eight (8) members of a library board vote in the affirmative for a resolution with absolutely no explanation or understanding of what they are voting on [at least no explanation that was given in public]?
Duty of Care
A trustee or board member must act in good faith and exercise the degree of diligence, care, and skill that an ordinary prudent individual would use under similar circumstances in a like position. To conform with this standard, trustees and board members should:
Regularly attend and participate in board meetings and committee meetings where applicable;
Read, review, and inquire about materials that involve the institution, especially board minutes, annual reports, other reports, plans, policies, and any literature that involves the institution;
Have a fiduciary responsibility for the assets, finances, and investments of the institution and exercise due diligence, care, and caution as if handling one’s own personal finances; and
Use one’s own judgment in analyzing matters that have an impact on the institution