Question about legal and ethical considerations for a president

[Guest J. Ledbetter]

Hello, I have a question about legal and ethical considerations for a president in a group that adheres to Robert's Rules. An old version of Robert's Rules stated the following:

Although the president is given the power to sign legal documents and represent the society,  he or she should never bind the society to contracts that the members have not agreed to by a vote; nor should the president speak to an issue without the permission of the society.  By taking such actions without the society's permission, the president invites the members to begin proceedings for removal from office.

Does the latest version maintain those expectations? If not, would it be advisable for an association to add such language to its bylaws if there have been problems with a president speaking without board and/or general membership knowledge, permission, or supporting action?

Thanks. Trying to help our group clean up some things.

[Rob Elsman]

There has been a concerted effort to remove references to purely legal matters from the latest editions of Robert's Rules Newly Revised.  The powers of the president of an ordinary society to sign contracts is a good example.  What powers a president might have to sign a contract is a matter for attorneys familiar with the civil law in a particular jurisdiction.

Similarly, the president's speaking to an issue outside of a business meeting is not a matter of parliamentary law.  Like any other member,  the president could be disciplined for bringing an ordinary society into bad odor in a way that causes the society serious harm or the loss of an important opportunity.

[Guest J. Ledbetter]

On 11/10/2021 at 12:12 PM, Rob Elsman said:

There has been a concerted effort to remove references to purely legal matters from the latest editions of Robert's Rules Newly Revised.  The powers of the president of an ordinary society to sign contracts is a good example.  What powers a president might have to sign a contract is a matter for attorneys familiar with the civil law in a particular jurisdiction.

Similarly, the president's speaking to an issue outside of a business meeting is not a matter of parliamentary law.  Like any other member,  the president could be disciplined for bringing an ordinary society into bad odor in a way that causes the society serious harm or the loss of an important opportunity.

Thank you, Rob, for your time and insights. To your mind, would anything preclude a group from formalizing language in its bylaws to help avoid a situation where any officer or board member speaks as if they're representing the society outside of a business meeting on something the board and/or general membership have not sanctioned?

[Joshua Katz]

On 11/10/2021 at 3:00 PM, Guest J. Ledbetter said:

To your mind, would anything preclude a group from formalizing language in its bylaws to help avoid a situation where any officer or board member speaks as if they're representing the society outside of a business meeting on something the board and/or general membership have not sanctioned?

Nothing in RONR would.

[Guest J. Ledbetter]

On 11/10/2021 at 2:11 PM, Joshua Katz said:

Nothing in RONR would.

Thank you. 

[Rob Elsman]

I recommend not adding such language to the bylaws, since such language could be construed as precluding other things not mentioned.  The society, by means of a trial, can best exercise its judgment in the light of the evidence submitted.

[Guest J. Ledbetter]

On 11/10/2021 at 2:29 PM, Rob Elsman said:

I recommend not adding such language to the bylaws, since such language could be construed as precluding other things not mentioned.  The society, by means of a trial, can best exercise its judgment in the light of the evidence submitted.

Thanks again. 

[Richard Brown]

On 11/10/2021 at 12:12 PM, Rob Elsman said:

What powers a president might have to sign a contract is a matter for attorneys familiar with the civil law in a particular jurisdiction.

That is true, but the authority of the president to sign contracts is also properly a subject for inclusion in the bylaws.  Any administrative duties of the president outside of his duties as presiding officer should be addressed in the bylaws. See Section 47:20 of RONR (12th ed.).