Did you know that the decisions your board makes outside formal meetings are often not legally binding until they are ratified at the next properly constituted meeting?
In many jurisdictions, boards are required to conduct business in meetings where members can communicate live and in real time. Unless local legislation or your organization’s bylaws explicitly allow otherwise, decisions made between meetings, such as by email, must be formally ratified at the next board meeting to be valid.
An informal decision that is not ratified at a formal meeting can create legal and governance risks. A court or governing body may deem the decision unenforceable, which can lead to disputes, delays, or the reversal of previously approved actions. Clear, well-structured documentation, often supported by professional minute-taking services, helps ensure these decisions are properly recorded and defensible.
How Do You Ratify Decisions Made Outside a Board Meeting?
To ratify decisions made outside a meeting, boards must formally confirm those decisions at the next properly constituted meeting and document the approval in the minutes.
- Reserve informal decision-making for routine or time-sensitive items only
- Include ratification as a clear agenda item at the next board meeting
- Ensure proper notice is given, and a quorum is met according to your bylaws or local legislation
- Provide supporting materials, such as email threads or quotes, in the meeting package
- Confirm the decision through a motion or documented consensus
- Record the ratification clearly in the meeting minutes
Decisions can be ratified through a formal motion or, in smaller boards, by unanimous or general agreement. In all cases, the outcome must be clearly documented in the minutes as the official record. Many organizations rely on consistent processes, including virtual minute-taking, to ensure nothing is missed.
How to Document Ratification by Formal Motion
Boards typically ratify decisions through a formal motion passed during a meeting and recorded in the minutes.
For example, if multiple decisions were made between meetings, they can be grouped into a single motion:
On a motion made by John Smith, seconded by Jane Doe, it was resolved to ratify the email approvals of the following quotes:
- JJN Renovations – $2,599 plus tax to supply and install 10 stainless steel corner guards
- Pro-Tech Glass Windows and Doors Ltd. – $7,624.58 (tax included) to replace nine glass panels in various units
- Signature Electric – $2,320 plus tax to repair deficiencies related to thermographic scanning
Motion carried.
Alternatively, each item can be recorded under its own heading to improve clarity and searchability in the minutes:
JJN Renovations
On a motion made by John Smith, seconded by Jane Doe, it was resolved to ratify the email approval for JJN Renovations to supply and install 10 stainless steel corner guards for $2,599 plus tax. Motion carried.
Pro-Tech Glass Windows and Doors Ltd.
On a motion made by John Smith, seconded by Jane Doe, it was resolved to ratify the email approval for Pro-Tech Glass Windows and Doors Ltd. to replace nine glass panels in various units for $7,624.58 (tax included). Motion carried.
Signature Electric
On a motion made by John Smith, seconded by Jane Doe, it was resolved to ratify the email approval for Signature Electric to repair the deficiencies related to thermographic scanning for $2,320 plus tax. Motion carried.
Can Boards Ratify Decisions Without a Formal Motion?
Yes, boards can ratify decisions by consensus when all members present agree during the meeting, and the approval is clearly recorded in the minutes.
This approach is more common in smaller boards or organizations with less formal procedures. The key requirement is that the agreement is explicit and documented.
For example:
“The Board ratified the email approval for JJN Renovations to supply and install 10 stainless steel corner guards for $2,599 plus tax.”
Even in less formal environments, consistency in documentation is essential. Many boards use standardized formats and processes taught in minute-taking training courses to maintain clarity across meetings.
What Are the Legal Requirements for Ratifying Board Decisions?
The rules around ratifying decisions made outside meetings depend on your jurisdiction and governing documents.
For example, legislation in some jurisdictions requires meetings to allow participants to communicate simultaneously and instantaneously, which generally excludes email-based decisions from being considered valid meetings. In these cases, ratification at a formal meeting is required.
Boards should always review applicable legislation and their bylaws to confirm:
- Whether decisions can be made outside meetings
- How those decisions must be ratified
- What constitutes a valid meeting
When legislation and bylaws differ, legislation takes precedence. In governance-focused environments such as condo and HOA boards or local government meetings, these requirements are often more strictly defined.
Need a go-to reference for your board? Download our “How to Ratify Decisions Made Outside of Board Meetings” guide:
Looking to strengthen your internal processes? Explore Minute Taking Fundamentals for practical training:
Frequently Asked Questions
What does it mean to ratify a board decision?
Ratifying a board decision means formally approving and confirming a decision that was made outside a properly constituted meeting so that it becomes legally valid and part of the official record.
Are decisions made by email legally binding?
In many jurisdictions, decisions made by email are not legally binding unless they are later ratified at a formal meeting. Some legislation requires real-time communication for decisions to be valid, which email does not meet.
When should a board ratify decisions made outside a meeting?
Boards should ratify informal decisions at the next properly constituted meeting where a quorum is present, and proper notice has been given.
Do all board decisions need to be ratified?
Only decisions made outside formal meetings typically need ratification. Decisions made during a valid meeting with quorum and proper procedure are already binding.
How should ratified decisions be recorded in meeting minutes?
Ratified decisions should be clearly documented in the minutes, either as part of a formal motion with a mover, seconder, and outcome, or as a recorded consensus, depending on the board’s process.