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Board Resignations

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Following some "less than proper" behavior by several members and officers of our organization, several of our elected board members (including the Chairperson) sent their resignations to the remainder of the board via email.  Now after cooling off, these board members wish to withdraw their resignations and remain on the board.  According to RRoO, it is my belief that they can do this.  Am I correct?  Does any action need to be taken?  i.e. - Do we need a motion to NOT accept the resignations?  Can our next meeting proceed with the elected Chairperson running the meeting?

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As long as the resignations have NOT been accepted yet, they may be withdrawn unilaterally by the persons who submitted them.

 

Once the resignations have been accepted, the only way to resume membership is by applying for membership the way any new member would.

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As long as the resignations have NOT been accepted yet, they may be withdrawn unilaterally by the persons who submitted them.

 

Once the resignations have been accepted, the only way to resume membership is by applying for membership the way any new member would.

I agree with Gary but urge you to check your bylaws for a provision on resignations.  I've seen bylaws which provide that a resignation is effective upon receipt by a certain officer and does not need to be accepted.

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Our bylaws have no provisions/instructions for resignations.

 

If the Vice-President states that he has accepted the resignations, but did so without the knowledge and/or consent of the remaining board, are the resignations considered as accepted?

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If the Vice-President states that he has accepted the resignations, but did so without the knowledge and/or consent of the remaining board, are the resignations considered as accepted?

 

Not unless your bylaws give your vice-president the authority to accept resignations.

 

Don't confuse receiving a resignation with accepting a resignation.

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Our bylaws have no provisions/instructions for resignations.

 

If the Vice-President states that he has accepted the resignations, but did so without the knowledge and/or consent of the remaining board, are the resignations considered as accepted?

 

If the bylaws have no provisions, then the rules in RONR say that the body that is empowered to fill the resulting vacancy is the body that can accept the resignation.  Since the bylaws do not name the VP as being able to fill vacancies, he can't accept the resignation, and therefore did not, regardless of what he thinks he did.

 

If your board is empowered to fill vacancies resulting from the resignation, then the board (by majority vote) would be the one to accept it.  If that didn't happen, then the resignations may be withdrawn.   At that point, no further action is required.  The non-resigned person simply continues to be a member as if the resignation had never happened.

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As long as the resignations have NOT been accepted yet, they may be withdrawn unilaterally by the persons who submitted them.

 

Once the resignations have been accepted, the only way to resume membership is by applying for membership the way any new member would.

 

Technically speaking, the resignations may only be withdrawn unilaterally before the question on accepting the resignation has been stated by the chair. After that point (but before they are accepted), they can only be withdrawn with the consent of the assembly.

 

It seems that all of this occurred between meetings, however, so I concur that these resignations may be unilaterally withdrawn, and no further action is necessary.

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It seems that all of this occurred between meetings, however, so I concur that these resignations may be unilaterally withdrawn, and no further action is necessary.

 

Although if an individual officer (e.g. the president) was authorized to fill mid-term vacancies, would you agree that the president could accept a resignation between meetings?

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Although if an individual officer (e.g. the president) was authorized to fill mid-term vacancies, would you agree that the president could accept a resignation between meetings?

 

Sure.

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Technically speaking, the resignations may only be withdrawn unilaterally before the question on accepting the resignation has been stated by the chair. After that point (but before they are accepted), they can only be withdrawn with the consent of the assembly.

 

It seems that all of this occurred between meetings, however, so I concur that these resignations may be unilaterally withdrawn, and no further action is necessary.

 

Yes.  During the time that the resignation is being debated, it is too late to withdraw the resignation unilaterally.  But the person resigning could request permission to withdraw it, and the assembly could grant that permission by a majority vote.  

 

Once the vote occurs on accepting the resignation (if it passes) the member would have to reapply, or an officer would have to run for office again, to be reinstated.  And if it fails, the person technically can't resign, although that's pretty uncommon, since you can't force someone to be treasurer at gunpoint.

 

Resignations from membership are sometimes rejected if the person still owes dues, so technically they remain a member until the dues are paid, and the resignation is then accepted..  And the dues, presumably, would continue to add up in the meantime.

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Resignations from membership are sometimes rejected if the person still owes dues . . . 

 

Or, perhaps more likely, if the society wants to pursue disciplinary action.

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According to our bylaws, the President is allowed to fill vacancies, but only WITH board approval.  He/she cannot fill any board or committee chair vacancies without board approval.

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According to our bylaws, the President is allowed to fill vacancies, but only WITH board approval.  He/she cannot fill any board or committee chair vacancies without board approval.

Is this the same person as the original poster?

Generally speaking, my interpretation of such a rule would be that it would be the board, not the President, which has the power to accept resignations, but it will ultimately be up to the organization to interpret its own bylaws.

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According to our bylaws, the President is allowed to fill vacancies, but only WITH board approval.  He/she cannot fill any board or committee chair vacancies without board approval.

 

Generally speaking, my interpretation of such a rule would be that it would be the board, not the President, which has the power to accept resignations, but it will ultimately be up to the organization to interpret its own bylaws.

 

Wouldn't this be analogous to the U.S. President appointing cabinet members with the advice and consent of Congress? In which case the President can accept a cabinet member's resignation.

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Wouldn't you consider this analogous to the U.S. President appointing cabinet members with the advice and consent of Congress? In which case the President can accept a cabinet member's resignation.

No, I would not generally consider it to be analogous to the U.S. President appointing cabinet members with the advice and consent of the U.S. Senate. Barring anything in the bylaws which provides otherwise, I would consider it to be more analogous to the system of "nominations by the chair" in RONR.

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I would consider it to be more analogous to the system of "nominations by the chair" in RONR.

 

But doesn't "nominations by the chair" suggest that additional nominations could be made by someone else? Which is not the case when the president has the sole authority to fill vacancies (with or without the board's approval).

 

After all, the alleged rule gives the president the authority to fill vacancies. He, like all members, already has the ability to make nominations.

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But doesn't "nominations by the chair" suggest that additional nominations could be made by someone else?

 

No.

 

So if the bylaws give the president the authority to fill vacancies but require the board's approval, it's treated as if the board is actually filling the vacancy (by "electing" the president's nominee) and, therefore, it's the board that has the authority to accept (or reject) the resignation?

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So if the bylaws give the president the authority to fill vacancies but require the board's approval, it's treated as if the board is actually filling the vacancy (by "electing" the president's nominee) and, therefore, it's the board that has the authority to accept (or reject) the resignation?

 

Maybe we are talking about different things.

 

I am saying that the system, referred to by Josh, of "nominations by the chair" (RONR, 11th ed., pp. 494-95) does not permit additional nominations to be made by anyone else.

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So if the bylaws give the president the authority to fill vacancies but require the board's approval, it's treated as if the board is actually filling the vacancy (by "electing" the president's nominee) and, therefore, it's the board that has the authority to accept (or reject) the resignation?

 

I, too, am interested in an answer to Edgar's question above.  I understand Josh's reasoning that the board, which must confirm or approve an appointment, is the actual "appointing authority" and the only body with power to accept a resignation.  But, I see equally persuasive arguments that it is actually the President who is making the appointment and who therefore has the power to accept a resignation.  The Board is only approving (or not approving) the president's appointment.   The board does not have the power to name a replacement to fill a vacancy.

 

My own inclination is that it is the president who is making the appointment and that he has the power to accept resignations.

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I am saying that the system, referred to by Josh, of "nominations by the chair" (RONR, 11th ed., pp. 494-95) does not permit additional nominations to be made by anyone else.

 

Thanks.

 

I guess I'm suggesting that P.M.'s scenario is not an instance of a "nomination by the chair".

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