Guest navpilot Posted May 3, 2014 at 08:34 PM Report Share Posted May 3, 2014 at 08:34 PM A non-profit association, governed by RROO, adopted a consent agenda policy. At a board meeting, a contract agreement was listed in the consent agenda per the President. That same item was also included in the same agenda under new business. In the meeting, the President explained the consent agenda rules and read the list of the items on the consent agenda. He asked if anyone wanted any items removed from the consent agenda and there was none. The board passed the consent agenda. When the item came up once again further into the meeting, the President reported the item was covered and passed in the consent agenda and the meeting moved on without disagreement. After the meeting, the contract was signed and both parties received notification of the approved and signed contract. A month later after a new President had moved up into the position, that consent agenda contract item was called into question. It was reported that some of the board felt the item was put into the consent agenda inappropriately and 'slipped in' improperly. It was later uncovered that the majority of the board did not read the contract, nor any of the 'board package', which was sent a week in advance of the actual meeting. The board now has had discussion on what to do with this situation. They have spoken with lawyers and other non-profit executives on the issue. They are not happy with the contract and would like to either amend it or renegotiate it. What can they do. If the contract is signed, does the contractor need to renegotiate the contract? What would the findings or outcome according to RROO be on this situation? Link to comment Share on other sites More sharing options...
Sean Hunt Posted May 3, 2014 at 09:00 PM Report Share Posted May 3, 2014 at 09:00 PM Robert's Rules can offer no guidance on this situation. All of the complications are legal. Link to comment Share on other sites More sharing options...
J. J. Posted May 4, 2014 at 06:59 AM Report Share Posted May 4, 2014 at 06:59 AM A non-profit association, governed by RROO, adopted a consent agenda policy. At a board meeting, a contract agreement was listed in the consent agenda per the President. That same item was also included in the same agenda under new business. In the meeting, the President explained the consent agenda rules and read the list of the items on the consent agenda. He asked if anyone wanted any items removed from the consent agenda and there was none. The board passed the consent agenda. When the item came up once again further into the meeting, the President reported the item was covered and passed in the consent agenda and the meeting moved on without disagreement. After the meeting, the contract was signed and both parties received notification of the approved and signed contract. A month later after a new President had moved up into the position, that consent agenda contract item was called into question. It was reported that some of the board felt the item was put into the consent agenda inappropriately and 'slipped in' improperly. It was later uncovered that the majority of the board did not read the contract, nor any of the 'board package', which was sent a week in advance of the actual meeting. The motion to approve the contract was on the consent agenda, correct? If people are going to vote for something without reading it, then the problem is with them, not with the president. The board now has had discussion on what to do with this situation. They have spoken with lawyers and other non-profit executives on the issue. They are not happy with the contract and would like to either amend it or renegotiate it. What can they do. If the contract is signed, does the contractor need to renegotiate the contract? What would the findings or outcome according to RROO be on this situation? There is no prohibition in RONR against rescinding the approval of a contract. There may (and probably are) legal requirements and the other party (at the attorney for the other party) might take a dim view of that, but it would not violate a rule. Link to comment Share on other sites More sharing options...
Thomas Ralph Posted May 4, 2014 at 12:25 PM Report Share Posted May 4, 2014 at 12:25 PM There is no prohibition in RONR against rescinding the approval of a contract. There may (and probably are) legal requirements and the other party (at the attorney for the other party) might take a dim view of that, but it would not violate a rule.Would you not say that moving to rescind a motion to approve a contract is out of order under p. 308 ll. 20-23 after the contract has been signed, in that something has been done (the contract has been signed) which it is impossible to undo?(I agree with the remainder of the post stating that if the members did not wish to agree the contract, they should not have agreed to its placement on any consent calendar.) Link to comment Share on other sites More sharing options...
Transpower Posted May 4, 2014 at 01:33 PM Report Share Posted May 4, 2014 at 01:33 PM The members may amend or rescind that which hasn't been done yet. Also, at the original meeting, someone could have moved to reconsider that item--but no one did. Link to comment Share on other sites More sharing options...
J. J. Posted May 4, 2014 at 08:05 PM Report Share Posted May 4, 2014 at 08:05 PM Would you not say that moving to rescind a motion to approve a contract is out of order under p. 308 ll. 20-23 after the contract has been signed, in that something has been done (the contract has been signed) which it is impossible to undo?(I agree with the remainder of the post stating that if the members did not wish to agree the contract, they should not have agreed to its placement on any consent calendar.) I that, until the terms are completed, it is not undone. If you sign a contract to pay $1000 for a widget, the contract is not completed until I get the money and you get the widget. Link to comment Share on other sites More sharing options...
Rev Ed Posted May 4, 2014 at 08:34 PM Report Share Posted May 4, 2014 at 08:34 PM The contract could be undone, per RONR, through a motion to Amend or Rescind Something Previously Adopted. Of course, anything that has already implemented through the contract cannot be undone. There may also be legal issues under Contracts Law, so check with a lawyer before doing anything. And people wonder why I am not wild about a consent calendar. Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 4, 2014 at 08:57 PM Report Share Posted May 4, 2014 at 08:57 PM The contract could be undone, per RONR, through a motion to Amend or Rescind Something Previously Adopted. 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. Link to comment Share on other sites More sharing options...
J. J. Posted May 4, 2014 at 09:15 PM Report Share Posted May 4, 2014 at 09:15 PM 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. Could there be a motion and, if so, how would it be phrased? "That the society no longer honor the contract?" I am not disagreeing with you, but I am curious. Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 4, 2014 at 09:35 PM Report Share Posted May 4, 2014 at 09:35 PM Could there be a motion and, if so, how would it be phrased? "That the society no longer honor the contract?" I am not disagreeing with you, but I am curious. Yes, there certainly can be a motion to rescind, or attempt to modify in some fashion, a contract which the association has entered into, but the appropriate wording of such a motion depends upon the precise facts. A motion "That the society no longer honor the contract" will probably be a bit too simplistic. Link to comment Share on other sites More sharing options...
J. J. Posted May 4, 2014 at 11:28 PM Report Share Posted May 4, 2014 at 11:28 PM Yes, there certainly can be a motion to rescind, or attempt to modify in some fashion, a contract which the association has entered into, but the appropriate wording of such a motion depends upon the precise facts. A motion "That the society no longer honor the contract" will probably be a bit too simplistic. I was thinking about the situation where the society wants to (unilaterally) end the contract. Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 4, 2014 at 11:33 PM Report Share Posted May 4, 2014 at 11:33 PM I was thinking about the situation where the society wants to (unilaterally) end the contract. Yes, that's what I thought you were thinking about, and why I answered as I did. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 5, 2014 at 02:54 PM Report Share Posted May 5, 2014 at 02:54 PM From a purely parliamentary viewpoint, the motion to agree to the contract appears to have been properly decided. Members were given the opportunity to read the contract, the opportunity to have it removed from the consent calendar, and the opportunity to raise a point of order when it was ruled out of order under new business. They have no grounds for saying that it was improperly adopted since no objections were raised in a timely manner. They can vote to do pretty much whatever they want now, but if they actually violate the contract, they may have to suffer any civil or criminal penalties that result. And legal advice is beyond the scope of this forum. Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 5, 2014 at 06:54 PM Report Share Posted May 5, 2014 at 06:54 PM They can vote to do pretty much whatever they want now, but if they actually violate the contract, they may have to suffer any civil or criminal penalties that result. And legal advice is beyond the scope of this forum. This is exactly correct. An organization 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. Link to comment Share on other sites More sharing options...
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