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Secretary refuses to sign resolution


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I'm puzzled , the secretary refuses to sign a resolution. Here's the story, a board member had been accused of owing a debt to the school district for overage of cell phone minutes used ,to the tune of $2300.00. The board member disputes owing the monies. To give the board  a fresh start, the board president submitted a resolution forgiving the alleged debt. Now, you may scratching your head at this point, why would the board president submit such a resolution.  The alleged debt is 11 years old. As a new board member is there any advice/suggestions on what happens next if the secretary refuses to sign a resolution ? Is it binding with only the presidents signature? 
~New Board Member Blues

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4 hours ago, KNA308 said:

Q1.) What happens next if the secretary refuses to sign a resolution?

Q2.) s it binding with only the presidents signature?

A1.) A secretary is not required to sign resolutions. No one is required to sign resolutions. Nothing bad happens when a secretary or a president fails to sign a resolution.

A2.) An adopted resolution is binding upon adoption. Signatures have nothing to do with the binding-ness of a resolution.

***

Q. What is all this obsession with signatures?

Q. What difference does it make to have anyone sign a resolution?

Q. How is that relevant to anything?

 

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15 minutes ago, Kim Goldsworthy said:

A1.) A secretary is not required to sign resolutions. No one is required to sign resolutions. Nothing bad happens when a secretary or a president fails to sign a resolution.

This is not true. RONR, p. 459, l. 12 lists one of the duties of the secretary as being "To sign certified copies of all acts of the society."

That said, the signature of the secretary (or of the president) is not what makes an act valid. What makes an act valid is that it has been adopted by the board. A signed copy exists only to serve as a guarantee on the part of the signatories that it was, in fact, adopted. So if the resolution was adopted by the board, then the debt was forgiven, otherwise, it wasn't. If it was adopted, and the member asked for a certified copy (in case the matter came up again, for instance), I would have no trouble as a board member voting in favour of a motion directing the secretary to provide a certified copy.

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RONR actually has slightly conflicting information on "authenticating" acts of the society.  Besides the reference to the Secretary that Mr. Novosielski Hunt mentioned in the post above, on page 450 it says this about the duties of the president:  "To authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the assembly."

I'm not sure what the distinction is between what the secretary signs or "authenticates" or "certifies" versus what the president authenticates by his signature.  Perhaps the president "authenticates" that something is the official act of the society and the secretary "certifies" that the copy being furnished is a true copy.  

btw, Mr. Novosielski Hunt made a minor typographical error in typing the duties of the secretary re signing certified copies.  The actual language in RONR is: "To sign all certified copies of acts of the society.".

It is worth noting that if the society is incorporated, the corporation statutes in some states may provide which officer shall authenticate documents of the corporation.

It seems to me that in the original poster's situation, it may be a dereliction of duty for the secretary to refuse to perform an administrative act of authenticating or certifying a copy of the society's records.  The secretary's signature is not evidencing agreement with the act or the document, but simply certifying that it is the official act of the society (or a true copy of an act of the society).

Edited to add:  It appears this organization might be a public body.  If so, there might be superior rules or statutes re signing, authenticating and certifying copies of the board's acts.

Edited by Richard Brown
Changed "Mr. Novosielski" to "Mr. Hunt"
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1 hour ago, Richard Brown said:

RONR actually has slightly conflicting information on "authenticating" acts of the society.  Besides the reference to the Secretary that Mr. Novosielski mentioned in the post above, on page 450 it says this about the duties of the president:  "To authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the assembly."

I'm not sure what the distinction is between what the secretary signs or "authenticates" or "certifies" versus what the president authenticates by his signature.  Perhaps the president "authenticates" that something is the official act of the society and the secretary "certifies" that the copy being furnished is a true copy.  

btw, Mr. Novosielski made a minor typographical error in typing the duties of the secretary re signing certified copies.  The actual language in RONR is: "To sign all certified copies of acts of the society.".

It is worth noting that if the society is incorporated, the corporation statutes in some states may provide which officer shall authenticate documents of the corporation.

It seems to me that in the original poster's situation, it may be a dereliction of duty for the secretary to refuse to perform an administrative act of authenticating or certifying a copy of the society's records.  The secretary's signature is not evidencing agreement with the act or the document, but simply certifying that it is the official act of the society (or a true copy of an act of the society).

Edited to add:  It appears this organization might be a public body.  If so, there might be superior rules or statutes re signing, authenticating and certifying copies of the board's acts.

Yes, we are a public body, school board members. My understanding in reading the comments is, the resolution was adopted once the vote was taken. Be it pass or fail, signatures just authenticate the action happened. In this instance the resolution was adopted with a 4-3 vote. I'm inclined to agree "it may be a dereliction of duty for the secretary to refuse to perform an administrative act of authenticating or certifying a copy of the society's records." 

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