When organizations, boards, or committees make decisions, those decisions often require formal approval through a process known as ratification. A motion to ratify is a procedural step that confirms or validates actions already taken, ensuring they are officially recognized and entered into the record. Understanding how to draft and present a motion to ratify is important for maintaining proper governance, transparency, and compliance with organizational rules or legal standards. This topic explores the purpose, structure, and usage of a motion to ratify, including practical examples and key considerations.
Understanding the Purpose of a Motion to Ratify
A motion to ratify is used when a group or individual has taken an action without prior authorization, and that action now requires formal approval by the organization or board. Ratification essentially means that the group agrees with what was done and accepts it as binding. This is often used in scenarios where
- Emergency actions were taken without prior approval.
- Decisions were made by a committee that needs full board approval.
- There was an oversight in obtaining authorization before an action.
Ratification ensures these actions become officially sanctioned, allowing the organization to move forward without legal or procedural conflicts.
Key Elements of a Motion to Ratify
A proper motion to ratify should be clear, concise, and include all necessary information for members to make an informed decision. Here are the essential parts
- Reference to the action takenSpecify what was done and when.
- Reason for the ratificationExplain why approval is now being sought after the fact.
- Supportive documentsInclude any background materials, such as meeting notes or financial statements, that help justify the action.
Being transparent and thorough with documentation promotes trust and facilitates smoother decision-making.
When to Use a Motion to Ratify
Ratification should not be used to cover up inappropriate behavior or intentional violations of procedure. Instead, it is appropriate in the following scenarios
- Spending of funds in an emergency situation.
- Entering into contracts before board approval was obtained.
- Personnel decisions that were made without proper votes.
- Public announcements or statements issued in time-sensitive situations.
Using a motion to ratify in these situations allows the organization to align its official record with the actions already taken.
How to Present a Motion to Ratify
During a meeting, a member of the board or committee will present the motion to ratify. The format generally follows this structure
I move that the board ratify the action taken by [name or role] on [date], authorizing [description of action], due to [reason for the action].
Example
I move that the committee ratify the expenditure of $3,000 by the Treasurer on May 10th, 2025, for emergency office repairs following the water leak.
The motion then requires a second, discussion, and a formal vote. If the vote passes, the action is entered into the record as authorized.
Motion to Ratify Example Format
Here’s a practical example of how a written motion to ratify might look in meeting minutes or a document
Sample Motion to Ratify
Motion Ratification of Emergency Contract ApprovalWhereas, on July 5th, 2025, the Executive Director authorized a service contract with GreenTech Cleaning in the amount of $4,500 to address a biohazard spill at the main office;Whereas, the nature of the emergency required immediate action to protect health and safety;Be it resolved, that the board hereby ratifies the execution of the contract with GreenTech Cleaning dated July 5th, 2025, and the associated expenditure of $4,500, recognizing the necessity of the immediate response.Moved by Jane PetersonSeconded by Michael WongMotion carried by unanimous vote.
This format gives the motion context, a justification, and clear approval language.
Legal and Organizational Implications
Ratifying a past action does not eliminate responsibility. It only makes the action officially recognized by the governing body. If the original action violated laws, bylaws, or policies, ratification might not shield the individual or organization from consequences. That’s why it is critical to
- Review bylaws and governing documents before presenting the motion.
- Consult legal counsel in complex or high-risk matters.
- Ensure ratification does not violate public trust or financial controls.
Proper ratification helps maintain the integrity of the organization while correcting procedural oversights.
Best Practices When Using a Motion to Ratify
To ensure a smooth ratification process, follow these best practices
- Document the action in detail, including dates, costs, people involved, and justification.
- Communicate openly with board or committee members prior to the meeting.
- Avoid habitual use of ratification for actions that should be pre-approved.
- Train staff and officers about proper authorization channels.
Frequent use of post-facto approval may signal issues in governance or communication and should be evaluated carefully.
What Happens if the Motion Fails?
If a motion to ratify fails, the action is not recognized officially, and the individual who acted without approval could be held responsible. Consequences might include
- Requirement to reverse or undo the action if possible.
- Financial accountability for unauthorized expenses.
- Internal disciplinary procedures or further investigation.
Therefore, it’s crucial to assess the risks and communicate proactively before moving forward with any action that may need ratification later.
Using a motion to ratify is a valuable tool for organizations to legitimize necessary actions that occurred outside normal approval channels. When used appropriately, it supports operational continuity and maintains order within governance structures. However, it should be applied with caution and transparency. A well-documented motion, clear justification, and thorough discussion ensure that the board or committee retains oversight and fulfills its responsibilities while recognizing practical realities.