Paula

Resigned twice during Annual Meeting, now wants to rescind

24 posts in this topic

During our Annual Meeting, we were to elect three trustees to office for three open positions. A nomination from the floor was put forth for a fourth candidate to the Board position. This was unexpected and no notification of any kind had been given. However, we had changed our Bylaws because of this exact scenario some years before that got really nasty and had repercussions for years, and while we were looking it up in the Bylaws (we got rid of nominations from the floor), a current Board member - who did not like the fourth candidate - verbally resigned her position "I am resigning from the Board for personal reasons." She did this twice, in front of 36 other people, even though we had not even voted. Now, she's saying that her resignation was conditional, i.e. she only wanted to resign if the person she didn't like got voted onto the Board. However, that's not what she said during the meeting, and the impression from the congregation is that she has resigned. We wound up with "no vote" because the Nominations Committee didn't get the notifications out in time anyway, so the entire slate was not according to the Bylaws.

My question: Since she did this in front of the members - twice - is she now resigned? Can she now come back and say "Oops, I really didn't mean it"? Our Bylaws state that resignations (it doesn't specify either Board or Membership) should be in writing to the Secretary. However, Board members have previously resigned verbally with nothing in writing.

Thanks for any help in unwinding this mess, and yes, we'll ALL know the Bylaws next time and going forward.

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It is a Request to be Excused From a Duty which means, well, it's a request because a Board member resigning affect the entire body (p 291 l 14-16).  As such it is amendable, debatable and requires a majority vote.  Since the Chair apparently did not take any action on the motion to accept her resignation she can withdraw it just like any other motion can be withdrawn before the Chair places it before the assembly.

 

 

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"Fuzzy" describes your scenario, as there could be many unsaid facts in your post.

In general:

"No", merely uttering "I resign" is not sufficient, under the plain application of Robert's Rules of Order.

There must be an official acknowledgment on behalf of the organization. -- LIke a motion 'to fill the vacancy'.

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I did not have to "place it before the assembly" because it happened during the assembly of the members of the congregation. It was not a separate item. She also did it while a motion was already in place and being debated, so it was not presented as a separate vote. The congregation is of the understanding that she has resigned. It's in the Minutes that she resigned. She did not clarify that the resignation was conditional during the meeting, she rescinded after a personal phone call where I asked what she was thinking, resigning during an Annual Meeting and before any kind of vote was taken that she may not have liked. In other words, she jumped the gun, but the congregation believes there are now four openings and not three.

We're a small congregation and have not held strictly to RR. Obviously, to our detriment.

I just think it's going to be embarrassing when she shows back up on the board after having resigning in front of so many members of the congregation, and the entire Board. She certainly added to the embarrassment and the emotions of the moment, which included some F-bombs between members.

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"ARTICLE XIII:  Resignations

 

Section 1:  All resignations shall be presented in writing to the Secretary and referred by the Secretary to the Board of Trustees.

 

Section 2:  At the discretion of the Finance Committee, no resignation shall release the member’s indebtedness to the Congregation for dues, donations, supplies, charges, Building Fund, assessments, or any other financial obligation."

 

That is the full text. Looks like we don't have much of a choice if she decides to rescind, but then again nobody has ever resigned twice during an Annual Meeting.

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A resignation that has been acted upon cannot be rescinded. It's not clear to me whether this resignation has been acted upon.

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2 hours ago, Paula said:

I did not have to "place it before the assembly" because it happened during the assembly of the members of the congregation. 

There may be an underlying misunderstanding of what placing it before the assembly means.

Typically, motions and business items happen before the assembly because they are dealt with at meetings. This is not an issue of whether or not it's widely known. It's an  issue of whether the motion (or request to be excused from duty) is properly in the hands of the assembly so it may be acted upon.

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Paula, an item, such as a motion (or in this case, the board member's verbal resignation... a request to be excused from a duty) is placed before the assembly by the chair STATING that it is before the assembly just as the chair does when stating any other motion.  A motion, even one that has been seconded, is not "before the assembly" until the chair repeats the motion to the assembly after it has been seconded (or the assembly proceeds to debate it or vote on it even without the chair having stated it).  In this case, the proper procedure would have been for the chair to have to placed the matter of the resignation before the assembly.  That could be done with a statement as simple  as, "Is there any objection to accepting the member's resignation?"  "Hearing none, the resignation is accepted".  Or, the chair could have asked, "Is there a motion to accept the member's resignation?" 

As Mr. Huyhn pointed out, it is not clear to me whether the resignation has been acted upon by placing it before the assembly.  Once it is before the assembly, it cannot be unilaterally withdrawn.   It is not clear to me that anything was done or said to place the resignation before the assembly or that the assembly did anything to indicate that it had "accepted" the resignation.  It does appear from your bylaws that a resignation must be accepted and is not effective "when received" as some bylaws provide.

If the assembly had proceeded to fill  four vacancies, rather than three, that would have created a pretty strong indication that the assembly did in fact believe that the member had resigned and that the position was vacant. The election of someone to fill the position is tantamount to accepting the resignation.

It is ultimately up to your organization to determine for itself whether this officer's verbal resignation has taken effect.  That can be done by a ruling of the chair at the next meeting and then an appeal from the ruling of the chair if two people (a mover and a second) desire to do so.

Bottom line:  I think the assembly (the board) could have accepted the officer's resignation on the spot, but it did not do so and the matter was never even placed before it for action.  Therefore, it is my own personal opinion, from what I have read, that the officer may withdraw the resignation... but the decision isn't mine to make. :) 

Edited to add:  You might read "How a Motion is Brought Before the Assembly" on pages 32-42 of RONR for more information on placing a matter before the assembly.  Or, read "How a Motion Gets Before a Group" on pages 20-23 of RONR in Brief.

Edited by Richard Brown
Added last paragraph

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6 hours ago, Paula said:

S1.) I did not have to "place it before the assembly" because it happened during the assembly of the members of the congregation. It was not a separate item.

S2.) She also did it while a motion was already in place and being debated, so it was not presented as a separate vote.

S3.) The congregation is of the understanding that she has resigned.

S4.) It's in the Minutes that she resigned.

S5.) She did not clarify that the resignation was conditional during the meeting, ...

S6.) ... she rescinded after a personal phone call where I asked what she was thinking, resigning during an Annual Meeting and before any kind of vote was taken that she may not have liked.

S7.) In other words, she jumped the gun, but the congregation believes there are now four openings and not three.

 

Statements S7, S5, S4, S3, are arguments supporting your position.

Statements S1, S2, S6, are arguments supporting the officer's position.

You have ambiguities.

That is why a VOTE on a MOTION to ACCEPT a resignation is required. -- To avoid the inevitable "He Said, She Said" back-and-forth arguments.

***

Robert's Rules of Order, if taken as the standard by which to judge, would imply that, since no acknowledgment by vote exists, then the minutes are in error, and therefore, the resignation has never been accepted.

And, vice-versa, you may take S3, S4, S5, S7, and present a very good argument (!) that the officer is considered "resigned".

 

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I don't understand the need for all this elaboration. Paula's bylaws clearly require resignations to be submitted to the secretary in writing. The bylaws supersede RONR and Paula's opinion about resigning X times in front of the meeting.

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So in this case, a resignation cannot be acted upon unless it is submitted to the secretary in writing?

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3 hours ago, Guest Who's Coming to Dinner said:

I don't understand the need for all this elaboration.

Paula's bylaws clearly require resignations to be submitted to the secretary in writing.

The bylaws supersede RONR

and Paula's opinion about resigning X times in front of the meeting.

Do they?
 

Quote

 

>> Our Bylaws state that resignations

>> (it doesn't specify either Board or Membership)

>> should be in writing

>> to the Secretary.

>> However, Board members have previously resigned verbally

>> with nothing in writing.

 

"Should"?

The difference of "should" vs. "shall" may make a big difference.

***

"Previously"?

The fact that a precedent has been set may make a big difference.

 

 

 

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6 hours ago, Kim Goldsworthy said:

Do they?
 

"Should"?

The difference of "should" vs. "shall" may make a big difference.

***

"Previously"?

The fact that a precedent has been set may make a big difference.

 

 

 

Well, the only phrase in the bylaws actually quoted (which may or may not be applicable) uses the word "shall" not "should", and nothing which has as yet been posted indicates that the minutes of any previous meeting show that a relevant precedent has been set (a ruling by the chair and the reasons given by the chair for his or her ruling).

 

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17 hours ago, Hieu H. Huynh said:

So in this case, a resignation cannot be acted upon unless it is submitted to the secretary in writing?

That would appear to be the case. The organization's bylaws state "All resignations shall be presented in writing to the Secretary and referred by the Secretary to the Board of Trustees."

 

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19 hours ago, Guest Who's Coming to Dinner said:

I don't understand the need for all this elaboration. Paula's bylaws clearly require resignations to be submitted to the secretary in writing. The bylaws supersede RONR and Paula's opinion about resigning X times in front of the meeting.

 

18 hours ago, Hieu H. Huynh said:

So in this case, a resignation cannot be acted upon unless it is submitted to the secretary in writing?

 

14 hours ago, SaintCad said:

I'd say according to the bylaws AND RONR she is still an officer,

 

1 hour ago, Josh Martin said:

That would appear to be the case. The organization's bylaws state "All resignations shall be presented in writing to the Secretary and referred by the Secretary to the Board of Trustees."

 

I disagree.  I don't believe that submitting a resignation in writing to the secretary is the only way that a member can resign.  I believe that if the officer verbally resigns IN A MEETING of the body which can accept her resignation, and if the body does in fact accept the resignation, the officer has in fact resigned and is no longer an officer.  The resignation could be accepted directly, either by a vote or unanimous consent, or indirectly by the body appointing someone to fill the vacancy or calling for an election to fill the vacancy, whichever method is appropriate in this society.

There are several reasons I take this position, among them the simple practical aspects of it all.  Do any of us really expect the hands of the society to be tied for possibly months because the officer (director) who resigned in front of the whole board or the whole membership leaves in a huff and refuses to submit anything in writing to anyone?  Sure, at some point the society can take the position that the director has abandoned her position, but how long will that take?  Do  we really expect the society to go through a removal from office procedure?

Another reason is that I interpret the bylaw provision regarding submitting a resignation in writing to the secretary to be in the nature of a rule of order... a procedural rule.... which is the society's preferred way of trying to insure that the officer really intends to resign and to avoid a "he said, she said" reliance of an alleged and undocumented resignation by phone.  Nothing can be much more certain and intentional that a resignation made before the entire body with no objection being made when the body proceeds to accept the resignation.  If the resignation is accepted by unanimous consent or by more than a two thirds vote, there should be no question of its validity.

In addition, RONR itself, on page 291 provides that "A resignation is submitted in writing, addressed to the secretary or appointing power."  That is virtually identical to the provision in Paula's bylaws.  But, RONR goes on to provide a resignation may also be submitted verbally in a meeting. 

One more factor is that the  O.P. stated that resignations have been submitted verbally and accepted on prior occasions. If so, a precedent has certainly been established. 

For all sorts of reasons, I just do not accept that the ONLY way this board member can resign is by submitting it in writing to the organization's secretary.

Now, having said all that, I still maintain that IN THIS CASE I don't know that we can say whether the resignation was effective or accepted and whether this board member is still a board member.  I believe that is a judgment call that the society itself must make.  I stand by these two paragraphs from my post above (which is post # 10 and would have been marked as such before the forum gurus decided to "improve" the forum):

"It is ultimately up to your organization to determine for itself whether this officer's verbal resignation has taken effect.  That can be done by a ruling of the chair at the next meeting and then an appeal from the ruling of the chair if two people (a mover and a second) desire to do so.

Bottom line:  I think the assembly (the board) could have accepted the officer's resignation on the spot, but it did not do so and the matter was never even placed before it for action.  Therefore, it is my own personal opinion, from what I have read, that the officer may withdraw the resignation... but the decision isn't mine to make." :) 

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So your position is that when the bylaws say "all resignations," they don't mean "all resignations" because:

  • It would create a hardship under some circumstances.
  • It's a suspendable rule of order.
  • RONR says that resignations can also be submitted verbally.
  • A precedent may have been established.

To which I reply:

  • This is a blatant appeal to consequences.
  • It may be procedural, but it is not applicable to the conduct of meetings or the duties of officers in that regard, and is therefore not a rule of order.
  • RONR also says the bylaws supersede the parliamentary authority, and that there is a principle of interpretation that when certain things are provided for, other things of that class are thereby prohibited.
  • A persuasive precedent is set by a ruling of the chair, not by prior violation of the bylaws.

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I also disagree with Richard.  The rules are meant to be followed and if the rules are poorly written then they can be changed.

I also don't like the argument that rules should be dispensed with because of convenience.  This opens up the potential for abuse based on what a Chair or Board might feel is "convenient".

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On 6/26/2017 at 3:12 PM, Richard Brown said:

In addition, RONR itself, on page 291 provides that "A resignation is submitted in writing, addressed to the secretary or appointing power."  That is virtually identical to the provision in Paula's bylaws.  But, RONR goes on to provide a resignation may also be submitted verbally in a meeting. 

 

Doesn't this prove the opposite point, since Paula's bylaws do not continue on this way?

On 6/26/2017 at 5:36 PM, SaintCad said:

I also disagree with Richard.  The rules are meant to be followed and if the rules are poorly written then they can be changed.

 

There are two meanings of "poorly written."  One is that they say things that cause problems.  In that case, I (mostly) agree, you follow them and then change them.  (If they say something like "a quorum can never be attained, I might get more creative.)  The other is that they are ambiguous, which I think is what Mr. Brown is arguing.  In that case, if there's two perfectly good interpretations (I'm not convinced there are here, I'm just saying) I agree with taking the less absurd answer - as does RONR.  

If one agrees there's an ambiguity here, I think it's rather clear that, as Mr. Brown points out, the consequences of the mandatory interpretation are absurd.

I disagree with the claim that it's a rule of order, though.  If the prohibition on write-in votes is not, then I don't see how this rule, which prescribes how one gives up an office, is a rule of order.

 

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12 hours ago, Joshua Katz said:

Doesn't this prove the opposite point, since Paula's bylaws do not continue on this way?

There are two meanings of "poorly written."  One is that they say things that cause problems.  In that case, I (mostly) agree, you follow them and then change them.  (If they say something like "a quorum can never be attained, I might get more creative.)  The other is that they are ambiguous, which I think is what Mr. Brown is arguing.  In that case, if there's two perfectly good interpretations (I'm not convinced there are here, I'm just saying) I agree with taking the less absurd answer - as does RONR.  

If one agrees there's an ambiguity here, I think it's rather clear that, as Mr. Brown points out, the consequences of the mandatory interpretation are absurd.

I disagree with the claim that it's a rule of order, though.  If the prohibition on write-in votes is not, then I don't see how this rule, which prescribes how one gives up an office, is a rule of order.

This all seems perfectly reasonable, but I don't see any ambiguity here.

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5 hours ago, Josh Martin said:

This all seems perfectly reasonable, but I don't see any ambiguity here.

You'll have to take that up with Mr. Brown, I suppose.  He has always been much better at finding ambiguities than I am.

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