Pres goes against BOD vote

[Guest Anita V]

What happens when a President refuses to sign a contract for services which was approved by a majority vote of the BOD?

How do you reslate officers?

Can another officer sign the contract?

[hmtcastle]

What happens when a President refuses to sign a contract for services which was approved by a majority vote of the BOD? How do you reslate officers? Can another officer sign the contract?

See FAQ #20 if you think it might be time for a new president.

Who can sign a contract is primarily a legal question, not a parliamentary one.

[Kim Goldsworthy]

What happens when a President refuses to sign a contract for services which was approved by a majority vote of the BOD?

Can another officer sign the contract?

It makes no difference who signs, as far as Robert's Rules of Order Newly Revised (RONR 10th ed.) goes.

It is the DUTY of the president to sign official documents.

But where a president neglects his duty, the duty may have to be delegated, like to a vice president, or to the secretary.

What makes an act official is ADOPTION. (Majority vote, usually.)

Any act of signing is non-parliamentary in nature, more adminstrative in nature than anything else.

How do you reslate officers?

"Re-slate"?

What does that mean?

[Gary Novosielski]

What happens when a President refuses to sign a contract for services which was approved by a majority vote of the BOD?

How do you reslate officers?

Can another officer sign the contract?

Sure. The VP is, by default, and by many bylaws, authorized to act for the president. You'll have to see (by reading the bylaws) whether that extends to administrative acts. But when a president refuses to act in accordance with the will of the assembly, he opens himself to removal from office.

The secretary could also sign the contract, and in some societies customarily does.

[hmtcastle]

Sure. The VP is, by default, and by many bylaws, authorized to act for the president.

Though that typically applies only in the absence (or incapacity) of the president. I doubt that Mr. Biden can sign a bill that Mr. Obama refuses to sign.

[Gary Novosielski]

Though that typically applies only in the absence (or incapacity) of the president. I doubt that Mr. Biden can sign a bill that Mr. Obama refuses to sign.

That's a poor analogy. The PoTUS is not bound to sign a bill that Congress has passed. The president of an ordinary society is bound to sign a contract on behalf of the society which the assembly has duly accepted.

If the president is unable or unwilling to carry out his assigned duties, it may well be proper for the VP to do so. It depends also on whether that capacity, if any, carries over into administrative acts like signing papers. That is why I included the sentence following the one you quoted, where I said, "You'll have to see (by reading the bylaws) whether that extends to administrative acts."

...which for some reason you didn't quote.

[hmtcastle]

...which for some reason you didn't quote.

Well, I think I didn't quote it because it goes without saying that bylaws can authorize anything. So, yes, the bylaws may give the vice-president the authority you describe.

You also said, I think more importantly, that, "The VP is, by default, and by many bylaws, authorized to act for the president" and I think it was that "default" position that I attempted to clarify.

As for the analogy, it was a rough one, merely intended to suggest to the original poster that, just because one officer doesn't do something, it's not necessarily true (by default, if you will) that another officer can.

I think perhaps, at least as far as RONR is concerned, that the vice-president's ability to act "as" president depends on the absence of the president, not merely his unwillingness to act. And, if I recall, there has been some discussion on this forum as to just what constitutes "absence" (e.g. out of town? incapacity?).

[Josh Martin]

Well, I think I didn't quote it because it goes without saying that bylaws can authorize anything. So, yes, the bylaws may give the vice-president the authority you describe.

You also said, I think more importantly, that, "The VP is, by default, and by many bylaws, authorized to act for the president" and I think it was that "default" position that I attempted to clarify.

As for the analogy, it was a rough one, merely intended to suggest to the original poster that, just because one officer doesn't do something, it's not necessarily true (by default, if you will) that another officer can.

I think perhaps, at least as far as RONR is concerned, that the vice-president's ability to act "as" president depends on the absence of the president, not merely his unwillingness to act. And, if I recall, there has been some discussion on this forum as to just what constitutes "absence" (e.g. out of town? incapacity?).

If the President is authorized by the Bylaws to sign contracts, there's no way around that unless the Bylaws provide an "out."

If the President just has the duty to sign acts of the society per RONR, the Vice President, in my opinion, could perform this duty if the President was unwilling to. This seems comparable to previous discussions about whether the Vice President could call a meeting to order if the President refused to do so.

Either way, the President is just asking to be removed from office.