Reconsider

[LSCHelper]

Can a vote to accept a bid proposal at a previous board of directors meeting be reconsidered at a later board meeting?

In other words, new information became available and the board would like to "undo" the previous vote.

Jerry L.

[Guest Who's Coming to Dinner]

Yes, by a motion to rescind, as long as no action has been taken which cannot be undone.

[Richard Brown]

LSCHelper, pay close attention to the last part of Dinner Guest's post:  "As long as no action has been taken which cannot be undone."  If you have already notified the other party that you have accepted the bid proposal, you could have legal problems if you try to "undo" it.  That is a legal question that is outside the scope of this forum.

[Kim Goldsworthy]

The board may choose to re-negotiate the specific action items of the original proposal.

I am thinking of things like (a.) adding or subtracting from the list of projects or tasks; (b.) adjusting the cost of one or two sub-items; (c.) moving up/down the priorities or the timelines.

The other party (the one who originally submitted the proposal) may or may not be open to re-negotiation. -- The board might be in a corner, if the other party is not open to negotiating.

But that does not mean that the board cannot try. -- The board may offer tantalizing carrots as incentives to the other party, as bonuses, as premiums, etc.

Nothing wrong with that.

[Dan Honemann]

12 hours ago, Richard Brown said:

LSCHelper, pay close attention to the last part of Dinner Guest's post:  "As long as no action has been taken which cannot be undone."  If you have already notified the other party that you have accepted the bid proposal, you could have legal problems if you try to "undo" it.  That is a legal question that is outside the scope of this forum.

But simply notifying the other party that his proposal has been accepted, even if it creates a binding contract, does not mean that a motion to rescind or amend the acceptance of the proposal will be out of order (although a motion to Reconsider will be out of order). As a matter of parliamentary law, a contract which has been entered into can be rescinded or amended so long as, and to the extent that, it has not already been fully carried out.

As noted, such rescission or amendment may have adverse legal consequences, since it may constitute a breach of contract, but that is a separate and distinct question of law to be dealt with by a lawyer, not a parliamentarian.

 

Edited March 28, 2017 at 10:45 AM by Daniel H. Honemann

[Shmuel Gerber]

On 3/28/2017 at 6:37 AM, Daniel H. Honemann said:

But simply notifying the other party that his proposal has been accepted, even if it creates a binding contract, does not mean that a motion to rescind or amend the acceptance of the proposal will be out of order (although a motion to Reconsider will be out of order). As a matter of parliamentary law, a contract which has been entered into can be rescinded or amended so long as, and to the extent that, it has not already been fully carried out.

As noted, such rescission or amendment may have adverse legal consequences, since it may constitute a breach of contract, but that is a separate and distinct question of law to be dealt with by a lawyer, not a parliamentarian.

 

I'm not sure what you mean by this: "As a matter of parliamentary law, a contract which has been entered into can be rescinded or amended so long as, and to the extent that, it has not already been fully carried out."

This language is very similar to how we speak about the motion to rescind or amend something previously adopted, but I thought you had opined in the past that once a contract has been entered into, the motion to enter into it (in this case, the motion to accept the bid) has been fully carried out.

[George Mervosh]

Or is the act of entering into it, separate and distinct from rescinding the parts of it which have not been fully carried out?

[Richard Brown]

I tend to agree with Mr. Gerber. This is the lawyer in me coming out, but I am of the opinion that once a motion to approve the contract has been adopted and the contract has been signed or the other party has been notified that the  offer/bid has been accepted, the motion to approve or accept the bid or contract has been fully carried out and cannot be rescinded.

A motion could perhaps be adopted to terminate the contract, but I believe it is too late to rescind it once it has been accepted and the other party has been notified.

[Dan Honemann]

5 hours ago, Shmuel Gerber said:

I'm not sure what you mean by this: "As a matter of parliamentary law, a contract which has been entered into can be rescinded or amended so long as, and to the extent that, it has not already been fully carried out."

This language is very similar to how we speak about the motion to rescind or amend something previously adopted, but I thought you had opined in the past that once a contract has been entered into, the motion to enter into it (in this case, the motion to accept the bid) has been fully carried out.

 

I have said in the past that a motion which authorizes the signing of a contract cannot be rescinded after the contract has been signed. In such a case, a motion to rescind or amend the executed contract is not a motion to Rescind or Amend Something Previously Adopted. However, if the adoption of a motion in and of itself creates a contract, there certainly can be a motion to rescind, or attempt to modify in some fashion, the contract which has been entered into as a result of the adoption of that motion. Such a motion may be rescinded or amended so long as the contract which it creates has not been fully carried out.

An association can decide to violate a contract just as you or I may decide to do so. The rules of parliamentary procedure are concerned with how a deliberative assembly arrives at a decision, and not with the wisdom (or even the legality) of the decision itself.