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Changing Contract Signing Privileges


Guest Allison Del
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we have a large project that is going on - with grant money - and for reasons that no one understands the president is delaying the project ( for more than 9 months now ) and we have to spend the grant money before july 1 with more approved budget items to go. ( out of 9 items that were approved by board and the funding source 1 has been completed ) The board has a meeting Monday night and would like to make a motion that for this project only the Vice President can sign contracts after board approval. Here is what the Bi Laws states now The President, with the Treasurer, shall execute all contracts and obligations authorized by the Board.

At he last election some board members asked him to step down because of this and other things but he asked if he could stay on until the completion of the project they allowed this as long as he let the project continue and he still has been delaying on signing off on the Drawings and Contractors Contract to start work. 

So the question is can the Board ask that the VIce President and Treasurer Sign Contracts - for this project only - ? 

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1 hour ago, Guest Allison Del said:

we have a large project that is going on - with grant money - and for reasons that no one understands the president is delaying the project ( for more than 9 months now ) and we have to spend the grant money before july 1 with more approved budget items to go. ( out of 9 items that were approved by board and the funding source 1 has been completed ) The board has a meeting Monday night and would like to make a motion that for this project only the Vice President can sign contracts after board approval. Here is what the Bi Laws states now The President, with the Treasurer, shall execute all contracts and obligations authorized by the Board.

At he last election some board members asked him to step down because of this and other things but he asked if he could stay on until the completion of the project they allowed this as long as he let the project continue and he still has been delaying on signing off on the Drawings and Contractors Contract to start work. 

So the question is can the Board ask that the VIce President and Treasurer Sign Contracts - for this project only - ? 

Based solely on this quote, the answer would seem to be a clear “no,” as the bylaws clearly provide that the “President, with the Treasurer, shall execute all contracts.” You have to follow your bylaws. There might be another provision elsewhere in the bylaws which will save you. The Vice President’s duties, for instance, may include a clause which authorizes the Vice President to carry out the President’s duties in certain circumstances.

On the other hand, it may be that your only option is to remove the President from office (or persuade him to resign and accept his resignation), in which event the Vice President will become the President, solving your problem.

Edited by Josh Martin
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I agree that your only options might be to remove the president or amend the bylaws to provide that the vice-president or someone authorized by the board can sign contracts.  However, I think the issue of whether the Board can authorize the vice president and treasurer to sign contracts for this particular project is a legal question that is beyond the scope of this forum.   I think it is important to pay attention to the precise wording of the relevant bylaw provision.  It seems to me to say, rather clearly, that it is the board that must AUTHORIZE contracts.  So, it  seems to me that the president's signature may not be  is not necessary in order for a contract to be authorized.  The next question is whether the president's signature is actually required in order to have a binding contract.  That is a legal question, not a parliamentary one.  I also think the relevant bylaw provision could be read to mean that the president SHOULD sign all contracts, but that his signature isn't necessarily required in order for the organization to enter into an enforceable contract.   So, this issue is also, in my opinion, a question of bylaws interpretation, something else that we on this forum cannot do for you.  Only the members of your organization (and the courts) can interpret its bylaws. 

Edited by Richard Brown
made wording change as indicated by strikethrough and underline
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I wonder whether there is another possibility.  If the bylaws contain language that the vice president performs the duties of president in the absence or inability of the president to act, and if the assembly adopted a motion explicitly directing the president to sign this contract within n days, and the president failed to do so, could the VP then sign instead.

This is a question, not an answer.

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2 hours ago, Gary Novosielski said:

I wonder whether there is another possibility.  If the bylaws contain language that the vice president performs the duties of president in the absence or inability of the president to act, and if the assembly adopted a motion explicitly directing the president to sign this contract within n days, and the president failed to do so, could the VP then sign instead.

This is a question, not an answer.

I think there is some question as to whether “inability” and “unwillingness” are the same thing. Ultimately, this would seem to be a question of bylaws interpretation.

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On 12/3/2017 at 7:26 AM, Guest Allison Del said:

we have a large project that is going on - with grant money - and for reasons that no one understands the president is delaying the project

Has anyone asked the President why they are delaying?

I would move to direct the President to execute the contract within 7 days (or other suitable and specific timeframe) and [presuming the motion passes] if they do not them bring them up on charges.

Edited by SaintCad
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