Rescinding a previous adopted contract

[Dr Leonard M Young PRP]

A school board approved a motion to give its administrators two-year contracts by a vote of 4 in favor and 3 opposed.  Each of the administrators was notified of the action.  Approaching the next meeting, one of the members who originally voted in favor of the two-year contacts, now wishes to move that the action be rescinded.  RONR indicates on Page 319 that such an action may not be reconsidered, but in the section on rescind there is nothing like the same language.

It seems to me if the issues is that once a contract is approved and the others are notified, there should be no difference between the motions to reconsider and rescind.  Once the other party is notified, the offer and acceptance have been achieved and it is not thereafter in order to move that the action approving the contracts be rescinded.  

I would appreciate the thoughts of others on the forum.

Len Young

[Richard Brown]

1 hour ago, Dr Leonard M Young PRP said:

A school board approved a motion to give its administrators two-year contracts by a vote of 4 in favor and 3 opposed.  Each of the administrators was notified of the action.  Approaching the next meeting, one of the members who originally voted in favor of the two-year contacts, now wishes to move that the action be rescinded.  RONR indicates on Page 319 that such an action may not be reconsidered, but in the section on rescind there is nothing like the same language.

It seems to me if the issues is that once a contract is approved and the others are notified, there should be no difference between the motions to reconsider and rescind.  Once the other party is notified, the offer and acceptance have been achieved and it is not thereafter in order to move that the action approving the contracts be rescinded.  

I would appreciate the thoughts of others on the forum.

Len Young

Dr. Young, it seems like more information would be helpful.  I can't be sure from your post whether the Board approved a motion to offer (or require) two-year contracts in the future or if it voted to actually approve specific contracts being offered to employees.  I think the distinction is important.  If the action was approving a contract which required board approval before becoming effective, it seems this becomes more a matter of contract law than parliamentary procedure.  Unilaterally  changing (or breaching) the terms of an executed contract might well be possible from a parliamentary standpoint, but might well constitute a breach of contract from a legal standpoint.

However, if the motion was simply the adoption of a resolution that new contracts would be for two years, I see no problem at all with rescinding the motion.  The rescission of the motion would not affect contracts already entered into, in my opinion.  It would apply only prospectively.

Perhaps I'm missing something, but I don't see any reason for the rules regarding reconsideration to apply.

Edited December 21, 2019 at 08:57 PM by Richard Brown
Typographical correction

[Rob Elsman]

A motion to Rescind is not out of order on account that the time within which a motion to Reconsider must be made has expired. RONR (11th ed.), p. 307.

Only when it is impossible to undo something that was done as a result of the vote is a motion to Rescind not in order. RONR (11th ed.), p. 308.

If previous notice of the motion is not given with the call of the next meeting, the motion to Rescind will require a two-thirds vote or a vote of more than one-half the whole number of members. RONR (11th ed.), pp. 306, 307.

Edited December 21, 2019 at 09:06 PM by Rob Elsman

[Dan Honemann]

19 hours ago, Dr Leonard M Young PRP said:

A school board approved a motion to give its administrators two-year contracts by a vote of 4 in favor and 3 opposed.  Each of the administrators was notified of the action.  Approaching the next meeting, one of the members who originally voted in favor of the two-year contacts, now wishes to move that the action be rescinded.  RONR indicates on Page 319 that such an action may not be reconsidered, but in the section on rescind there is nothing like the same language.

It seems to me if the issues is that once a contract is approved and the others are notified, there should be no difference between the motions to reconsider and rescind.  Once the other party is notified, the offer and acceptance have been achieved and it is not thereafter in order to move that the action approving the contracts be rescinded.  

I would appreciate the thoughts of others on the forum.

Len Young

As indicated by Mr. Brown, there is no rule in RONR prohibiting an assembly from rescinding any unexecuted portion of a contract it has previously entered into even although such action may constitute a breach of contract. As noted in the Preface to the 10th Edition (p. xxi), this is "... in recognition of the fact that rules of parliamentary procedure are concerned with the process by which a deliberative assembly arrives at a decision, and not with the wisdom, or even the legality, of the decision itself." This exchange may be of some interest in this connection.

On the other hand, the validity of a motion to Reconsider is dependent upon the ability of the assembly to bring back for further consideration a previously adopted or rejected motion before anything has happened affecting a change in the circumstances which existed immediately before it was voted on originally. The mere making of the motion must be capable of suspending any action that depends on the result of the vote to be reconsidered. If a motion which is itself in the nature of a contract is adopted, and the other party to the contract has been notified of this fact, it is no longer possible for the assembly to reconsider this motion "in the exact position it occupied the moment before it was voted on originally."  (RONR, 11th ed., p. 324, ll. 23-27).

[J. J.]

2 hours ago, Daniel H. Honemann said:

As indicated by Mr. Brown, there is no rule in RONR prohibiting an assembly from rescinding any unexecuted portion of a contract it has previously entered into even although such action may constitute a breach of contract. As noted in the Preface to the 10th Edition (p. xxi), this is "... in recognition of the fact that rules of parliamentary procedure are concerned with the process by which a deliberative assembly arrives at a decision, and not with the wisdom, or even the legality, of the decision itself." This exchange may be of some interest in this connection.

On the other hand, the validity of a motion to Reconsider is dependent upon the ability of the assembly to bring back for further consideration a previously adopted or rejected motion before anything has happened affecting a change in the circumstances which existed immediately before it was voted on originally. The mere making of the motion must be capable of suspending any action that depends on the result of the vote to be reconsidered. If a motion which is itself in the nature of a contract is adopted, and the other party to the contract has been notified of this fact, it is no longer possible for the assembly to reconsider this motion "in the exact position it occupied the moment before it was voted on originally."  (RONR, 11th ed., p. 324, ll. 23-27).

Do I remember correctly that this was a change in the 11th edition?   Prior to that there was a procedural bar to rescinding a contract?

[Dan Honemann]

24 minutes ago, J. J. said:

Do I remember correctly that this was a change in the 11th edition?   Prior to that there was a procedural bar to rescinding a contract?

No. The change was made in the 10th Edition.