Outstanding decisions for amalgamated board

[Guest J Arnold]

Hello,

If 3 boards are amalgamated and prior to the amalgamation 1 board made a motion committing that board to a future action, are they still responsible?

Janis

[Rob Elsman]

Boards do not make motions.

[Josh Martin]

52 minutes ago, Guest J Arnold said:

If 3 boards are amalgamated and prior to the amalgamation 1 board made a motion committing that board to a future action, are they still responsible?

I strongly expect that this will ultimately end up being a legal question, especially if the organization is incorporated and/or if any of the previous organizations were incorporated, and potentially also depending on the nature of the motion.

To the extent that it is a parliamentary matter, I think it would be helpful to know the following:

1) What is the nature of this "amalgamation?" Is this in the nature of a "merger" or a "consolidation?"

"Distinction Between Merger and Consolidation. In cases where two existing societies wish to combine, there are two possible procedures, which are legally distinct:

• In the case of a merger, one of the two organizations continues, while the other loses its independent identity and ceases to exist, since it is merged—that is, absorbed—into the former.

• In the case of a consolidation, two or more organizations each discontinue their independent existence, and a new entity is formed that includes the memberships of the consolidating organizations, continues their work, and assumes their assets and liabilities." RONR (12th ed.) 55:1

2) If it was a merger, was it the board which continued to exist which adopted the motion, or was it one of the other two boards?

3) What was the nature of the motion?

4) Is there anything in the organization's rules or in the motions adopted governing the merger or consolidation addressing this matter?

5) Does the board want to still be responsible for the motion?

2 minutes ago, Rob Elsman said:

Boards do not make motions.

Yes, I expect the OP meant that one of the three boards adopted a motion, which presumably was made by one of the board's members.

Edited March 3, 2021 at 07:44 PM by Josh Martin

[Guest J Arnold]

Thanks so much Josh (as always - well thought out and useful answer)

It is the case of two or more school boards (non-profits) being mandated by government to amalgamate.  Board ABC is considering a decision to commit to restructuring 2 schools NEXT year but the possible amalgamation will be forced upon them likely, this fall.  Board ABC is wondering if they will still have to stand by the commitment to restructure.  Based on your reply quoting RONR (12th ed.) 55:1   it appears they will have to honor that.

They are seeking a legal opinion as well (as you suggested) but the above reference is very useful.  Much appreciated.

[Josh Martin]

2 hours ago, Guest J Arnold said:

Thanks so much Josh (as always - well thought out and useful answer)

It is the case of two or more school boards (non-profits) being mandated by government to amalgamate.  Board ABC is considering a decision to commit to restructuring 2 schools NEXT year but the possible amalgamation will be forced upon them likely, this fall.  Board ABC is wondering if they will still have to stand by the commitment to restructure.  Based on your reply quoting RONR (12th ed.) 55:1   it appears they will have to honor that.

They are seeking a legal opinion as well (as you suggested) but the above reference is very useful.  Much appreciated.

Given the additional information, I now am even more certain that this will ultimately be a legal question.

"If one or more of the organizations involved in a merger or a consolidation are incorporated, an attorney should be consulted to draw up the proper papers and advise as to all steps necessary to fulfill the legal requirements." RONR (12th ed.) 55:2

[Richard Brown]

1 minute ago, Josh Martin said:

Given the additional information, I now am even more certain that this will ultimately be a legal question.

I agree, Josh. I think this is more of a legal question then a parliamentary one. It is really outside the scope of this forum.