resignations

[Guest shughes]

What are the rules regarding valid resignations from a Board of Directors? We have a situation where we have heard that directors have resigned. Their resignations were never minuted, and made in private. Some new Board members were appointed to fill positions but not all positions were filled and some "chairs" were filled twice over. The Association only has records of 3 signed, and dated resignations. (actual count of "missing" directors = 10 over the last year) Now the question has arisen about whether or not those elected Directors who basically "disappeared" from meetings without comment from the Board or informing the membership, are still officially Directors.

Is a simple private statement of "I quit" made in private to a few offices enough to resign? - this is a Not for Profit Corporation.

[Chris Harrison]

What are the rules regarding valid resignations from a Board of Directors? We have a situation where we have heard that directors have resigned. Their resignations were never minuted, and made in private. Some new Board members were appointed to fill positions but not all positions were filled and some "chairs" were filled twice over. The Association only has records of 3 signed, and dated resignations. (actual count of "missing" directors = 10 over the last year) Now the question has arisen about whether or not those elected Directors who basically "disappeared" from meetings without comment from the Board or informing the membership, are still officially Directors.

Is a simple private statement of "I quit" made in private to a few offices enough to resign? - this is a Not for Profit Corporation.

In order for a resignation to be effective it must be accepted by whatever body is authorized to accept resignations (which is usually whichever body is responsible for filling the then created vacancy unless the bylaws say otherwise). However, it could be reasonably argued that when someone is appointed/elected to fill that seat that the assembly in effect did accept the resignation (otherwise there would be no vacancy to fill in the first place). But the whole situation of Board members disappearing into the night without informing the Board/Membership/whoever is authorized to accept the resignation and there being some seats filled twice where others have not been filled is quite disconcerting and I would recommend you contact a local parliamentarian (and possibly a lawyer for any legal implications)to help you all (hopefully) sort things out.

[Guest Elected Me]

What are the rules regarding valid resignations from a Board of Directors? We have a situation where we have heard that directors have resigned. Their resignations were never minuted, and made in private. Some new Board members were appointed to fill positions but not all positions were filled and some "chairs" were filled twice over. The Association only has records of 3 signed, and dated resignations. (actual count of "missing" directors = 10 over the last year) Now the question has arisen about whether or not those elected Directors who basically "disappeared" from meetings without comment from the Board or informing the membership, are still officially Directors.

Is a simple private statement of "I quit" made in private to a few offices enough to resign? - this is a Not for Profit Corporation.

[Guest Elected Me]

Is a resignation by email acceptable/legal? (private organiztion)

[Guest Elected Me]

Also if an officer sends a resignation in May that she is resigning at the June meeting...if the president is instructed to get some one for nomination to take position....does so and puts on a ballot for that June meeting when that office is being declared unfilled due to resignation then, is that acceptable when the bylaws only state if vacany...executive board to fill position until ballot to fill position at next business meeting.

Since there technically wasn't a vacancy until at the June meeting and only one person was accepting to fill position and be on ballot.....did there need to be an executive meeting when there wasn't a vacany until right then....and only one person was willing to step in......

[Gary Novosielski]

Also if an officer sends a resignation in May that she is resigning at the June meeting...if the president is instructed to get some one for nomination to take position....does so and puts on a ballot for that June meeting when that office is being declared unfilled due to resignation then, is that acceptable when the bylaws only state if vacany...executive board to fill position until ballot to fill position at next business meeting.

Since there technically wasn't a vacancy until at the June meeting and only one person was accepting to fill position and be on ballot.....did there need to be an executive meeting when there wasn't a vacany until right then....and only one person was willing to step in......

For future reference, please ask a new question as a NEW TOPIC.

There is no specific form of resignation that is required by RONR, but there is always less potential for trouble if it is delivered in writing. Still, there's nothing that would make it impossible to resign by e-mail.

In any case, a vacancy exists when the resignation is formally accepted. If the bylaws require that the vacancy is to be filled at the following meeting, then that's what must happen. Normally, previous notice of vacancy filling is required, which may be the reasoning behind that provision.

But it's not possible to give a definitive answer to what is essentially a question about your bylaws, based on a paraphrase. Your organization needs to interpret what your bylaws mean. If you believe that the bylaws would be violated by appointing someone at the same meeting, though it could be argued that previous notice has been given, you should raise a Point of Order to that effect, and allow the chair to rule on the matter, subject to Appeal (majority vote to overturn the chair's decision).