Quest

I am enclosing a copy of my letter to the President...I am of the opinion I requested accurately but he did not respond accurately.

Resignation retraction letter SAMPLE.docx

Thank you all....Your input has been invaluable.

12 hours ago, Josh Martin said:

I understood from the original facts that you withdrew your resignation prior to that meeting. If this is not correct, please clarify.

“In a very contentious meeting in January where the chair created a hostile environment I said ‘I resign’ The chair was the VP as the president was sick. A few days later I submitted a letter of apology to the President and asked to remain on the board. 

The next documented events took place.

At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term.”

“As indicated on page 21, a quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted. The quorum refers to the number of members present, not to the number actually voting on a particular question.” (RONR, 11th ed., pg. 345)

“In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws.” (RONR, 11th ed., pg. 347)

“A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote.” (RONR, 11th ed., pg. 3)

An empty seat is clearly not a member as an empty seat cannot make motions, speak in debate, or vote, and therefore, it seems to me that these rules mean that the quorum is a majority of the current members unless the bylaws provide otherwise. The rule says “a majority of the members,” not “a majority of the total possible members” or “a majority of the seats/positions.”

Josh, I realized this morning the source of my confusion on quorum in our situation. Does this state, as I believe it does, that a law on the books in our state is trumping RONR and clarifying our bylaws inadequacy? That in the case of vacancies, should they be legitimate due to resignations, leaves the board without a LEGAL quorum, thus trumping RONR's rule?  This is from a section of Alabama Law pertaining specifically to Associations.

I am assuming that since this is specifically pertaining to my questions in the OP that this should not be a NEW TOPIC? If it should let me know and I will create a new topic.

“The Code of Alabama 10A-3-2.11
(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.” 

10 hours ago, Josh Martin said:

I understood from the original facts that you withdrew your resignation prior to that meeting. If this is not correct, please clarify.

“In a very contentious meeting in January where the chair created a hostile environment I said ‘I resign’ The chair was the VP as the president was sick. A few days later I submitted a letter of apology to the President and asked to remain on the board. 

The next documented events took place.

At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term.”

“As indicated on page 21, a quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted. The quorum refers to the number of members present, not to the number actually voting on a particular question.” (RONR, 11th ed., pg. 345)

“In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws.” (RONR, 11th ed., pg. 347)

“A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote.” (RONR, 11th ed., pg. 3)

An empty seat is clearly not a member as an empty seat cannot make motions, speak in debate, or vote, and therefore, it seems to me that these rules mean that the quorum is a majority of the current members unless the bylaws provide otherwise. The rule says “a majority of the members,” not “a majority of the total possible members” or “a majority of the seats/positions.”

You are correct...I withdrew before the next meeting. So I guess the point of confusion for me was that the president deferred to the board rather than accepting my withdrawal and reinstating me. I thought by taking that course of action he had re positioned the question and now it is subject to board approval? You seem to be saying I am mistaken on that...help me see the error of my thinking.

29 minutes ago, Quest said:

Correct...only 2 were accepted....thank you...I know this is a real mess but some of us are learning a lot in a hurry. This forum has helped immensely. What you state is what I understood but it really helped to have you confirm....

37 minutes ago, Josh Martin said:

It appears that the board presently has seven members, since you say that only two resignations have been accepted. After the resignation of the board member who still wishes to resign has been accepted, the board will have six members. In either case, a quorum is four. So you are a board of seven whether three of the remaining seven board members accept that fact or not.

After all this is sorted out, it seems the next task is to start filling vacancies.

“If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. By submitting a resignation, the member is, in effect, requesting to be excused from a duty.The chair, on reading or announcing the resignation, can assume a motion ‘that the resignation be accepted.’

The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted.” (RONR, 11th ed., pg. 291)

Question 18:
Is it possible to withdraw a resignation after it has been submitted?

Answer:
A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval.

Zev, my understanding of the facts and the problem is as follows. (The OP should please correct me if I am mistaken.)

• The board originally had nine members.
• Since that time, six members have submitted resignations. Only two of those resignations have been accepted.
• Another member’s resignation has not yet been accepted, but he still wishes to resign.
• The resignations of the remaining three board members who submitted resignations no longer wish to resign, and one of these three (the OP) has already sent a letter to the board communicating that he no longer wishes to resign.
• The three board members who never submitted resignations are under the mistaken belief that all six resignations are effective and that they are the only remaining members of the board.

Passage stated, "...but it may not be withdrawn once it has been placed before the assembly for approval.'   

I am clear on the last two resignations. But does the above statement apply to this (my) situation. "At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term. " 

Lastly revisiting the quorum question. It was my understanding that the required quorum of 5 did not change just because there were empty seats since the bylaws stated 9 are authorized and there is no clause of, say 50% + 1. Will you cite the RONR Ed. 11 that confirms when members resign the quorum decreases? 

6 minutes ago, Josh Martin said:

It appears that the board presently has seven members, since you say that only two resignations have been accepted. After the resignation of the board member who still wishes to resign has been accepted, the board will have six members. In either case, a quorum is four. So you are a board of seven whether three of the remaining seven board members accept that fact or not.

After all this is sorted out, it seems the next task is to start filling vacancies.

“If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. By submitting a resignation, the member is, in effect, requesting to be excused from a duty.The chair, on reading or announcing the resignation, can assume a motion ‘that the resignation be accepted.’

The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted.” (RONR, 11th ed., pg. 291)

Question 18:
Is it possible to withdraw a resignation after it has been submitted?

Answer:
A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval.

Zev, my understanding of the facts and the problem is as follows. (The OP should please correct me if I am mistaken.)

• The board originally had nine members.
• Since that time, six members have submitted resignations. Only two of those resignations have been accepted.
• Another member’s resignation has not yet been accepted, but he still wishes to resign.
• The resignations of the remaining three board members who submitted resignations no longer wish to resign, and one of these three (the OP) has already sent a letter to the board communicating that he no longer wishes to resign.
• The three board members who never submitted resignations are under the mistaken belief that all six resignations are effective and that they are the only remaining members of the board.

Correct...only 2 were accepted....thank you...I know this is a real mess but some of us are learning a lot in a hurry. This forum has helped immensely. What you state is what I understood but it really helped to have you confirm....

17 minutes ago, Josh Martin said:

Yes, by means of a motion to Amend Something Previously Adopted, although the purpose of this is to correct an inaccuracy in the minutes.

This action cannot be taken without a quorum present.

It appears that you are still a member of the board, since the board took no action on your resignation at the meeting where it occurred, and you withdrew the resignation before the next meeting. 

See FAQ #18.

No resignations are final until they are accepted by the board, which must be done at a meeting with a quorum. If they wish to remain on the board, they may withdraw their resignations.

Unless the bylaws provide otherwise, the quorum is a majority of the current members of the board.

The quorum may well be a majority of the remaining members for all business. Unless and until a resignation is accepted, however, the person still is a remaining member. So it may be necessary to convince some of these persons to attend one more meeting for the purpose of accepting their resignations.

So to be clear...it appears of a board of 9 only 2 were Accepted leaving 7 actual members. Of the 7 at least 1 really wants to remain resigned due to health. So we ARE a board of 6 whether the remaining 3 accept that fact or not? How would YOU present this information in a clear verifiable statement of fact? I have some RR's notations but if this were you what would you cite in presenting this or should we just walk in and sit down at the table and state we are still members? Doubt the latter but one never really knows...

36 minutes ago, Atul Kapur said:

It's not clear to me that any of the resignations -- yours included -- have been accepted.

Also, I haven't heard what your bylaws say, exactly, regarding your quorum requirement. So it's not clear whether you have lost the ability to achieve quorum. The small excerpt from your bylaws, " the majority of the remaining board members " suggests that this would apply even if quorum is not possible.

Bylaws state, "A board of directors, consisting of 9 directors, The President, VP and Sec.Treasurer shall be elected as set out in paragraph 2 of article 1" It then moves into terms of office. So as I understand it a quorum is the majority of the authorized directors...5

Edited to simplify...that quote, 'majority of remaining members' applies to appointments to fill vacancies...how would that apply to a question of resignation, creating a vacancy? 

44 minutes ago, Chris Harrison said:

I don't exactly understand the specifics of what the issue is.  Generally speaking though, the minutes should reflect what actually happened at the meeting.  They should not reflect (or be changed to reflect) what they wanted to happen.  That being said the minutes can be amended by using Amend Something Previously Adopted months or even years later.

 

Unless the bylaws say otherwise a resignation needs to be accepted before it becomes official.  Who do the bylaws say is authorized to accept resignations?  If it is the Board then they don't have the ability to accept a resignation when there isn't a quorum and those two are still Board members.

Our bylaws are silent on resignations. They only address replacement in the event of a vacancy. "The President shall appoint a member to fill the vacancy in concurrence of the majority of the remaining board members within 45 days."  Based on that what would you conclude?

Can you address question #1 which is the 1st scenario?

Thanks for info on amending. Amending would also require a quorum which at this time they do not have. In fact they did not even state who would review to make such a recommendation. She is basing the accusation on something on her opinion of something that was said. As I understand it minutes should only reflect Motions and decisions..not off the cuff remarks by board members.

I think I asked this earlier as a guest but cannot find where I did so. This time I joined and am representing it in more detail. I apologize if you saw and responded to me previously on this. I am still learning my way around.

In a very contentious meeting in January where the chair created a hostile environment I said ‘I resign’ The chair was the VP as the president was sick. A few days later I submitted a letter of apology to the President and asked to remain on the board.

The next documented events took place.

(1    1  At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term.

Question of eligibility was raised…mattered was ‘tabled’

2 Next special meeting one week later he challenge of qualification was satisfied …documented.

Question of needed discipline (accusation of wrong doing through ‘deception’) was raised.

Minutes (IMHO) disprove the claim but waiting for a review of the meeting which was recorded. (minutes for Sept. meeting were presented and accepted in next meeting in October and no challenge of dishonesty was raised although this member was not at that meeting) 

**At the next meeting, March,  there will be no quorum as the board no longer has a quorum**

???What should be MY position at that meeting. 1. Can a board literally redo accepted minutes from months ago?  Where do I stand now? 2. How can I state my position accurately to a board that in large part does not know RR’s?

Question #2 At Feb. meeting 3 more members resigned...two after the board had been reduced to a number below quorum. Are the 2 who resigned OFFICIAL even though there was/is no quorum? What should be their next step IF they want to remain on the board...

Yes we are a very weak board because we were not trained on RR's and are scrambling now to catch...