Guest Tom S Posted August 18, 2011 at 03:41 PM Report Share Posted August 18, 2011 at 03:41 PM Board member resigns in person to board of directors, presiding officer accepts resignation. Resigned board member leaves meeting. Does there have to be a vote by the board or is the presiding officers acceptance of the resignation in force? Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 18, 2011 at 04:00 PM Report Share Posted August 18, 2011 at 04:00 PM Board member resigns in person to board of directors, presiding officer accepts resignation. Resigned board member leaves meeting. Does there have to be a vote by the board or is the presiding officers acceptance of the resignation in force?Unless the bylaws have a vacancy filling provision whichever body elected the Board member would vote on whether to accept the resignation. If there is a vacancy filling provision the body that fills the vacancy would also accept the resignation. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 18, 2011 at 08:31 PM Report Share Posted August 18, 2011 at 08:31 PM Unless the bylaws have a vacancy filling provision whichever body elected the Board member would vote on whether to accept the resignation. If there is a vacancy filling provision the body that fills the vacancy would also accept the resignation.If the Board is the vacancy filling entity, would you say then that this is a case of "assumed" general consent in that no Board member raised any objection at the time, therefore the resignation was accepted? Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 18, 2011 at 08:48 PM Report Share Posted August 18, 2011 at 08:48 PM If the Board is the vacancy filling entity, would you say then that this is a case of "assumed" general consent in that no Board member raised any objection at the time, therefore the resignation was accepted?I don't think it would be because the President was exceeding his authority in accepting the resignation (unless the bylaws grant him that authority) and the Board may not have known that it was up to them to accept the resignation. Now, as soon as the Board fills the vacancy then the resignation was in effect accepted since you can't fill a vacancy when one doesn't exist. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 18, 2011 at 08:50 PM Report Share Posted August 18, 2011 at 08:50 PM .... the Board may not have known that it was up to them to accept the resignation.True, although we always hope that at least members of the Board have an understanding of their bylaws and RONR. Then again, judging by the many posts here to the contrary...... Link to comment Share on other sites More sharing options...
Tim Wynn Posted August 19, 2011 at 03:05 PM Report Share Posted August 19, 2011 at 03:05 PM Unless the bylaws have a vacancy filling provision whichever body elected the Board member would vote on whether to accept the resignation. If there is a vacancy filling provision the body that fills the vacancy would also accept the resignation.I don't see that a rule empowering the board to fill a vacancy necessarily gives it the authority to accept a resignation. Link to comment Share on other sites More sharing options...
tctheatc Posted August 19, 2011 at 03:08 PM Report Share Posted August 19, 2011 at 03:08 PM unless it's the vacancy filler who then resigns? (operating under the general principle that absent something to the contrary, the body that appoints/elects accepts the resignation) Link to comment Share on other sites More sharing options...
Josh Martin Posted August 20, 2011 at 04:38 AM Report Share Posted August 20, 2011 at 04:38 AM I don't see that a rule empowering the board to fill a vacancy necessarily gives it the authority to accept a resignation.The entire purpose of authorizing a board to fill a vacancy is so that the board may fill vacancies arising between meetings of the general membership, particularly when the general membership meets infrequently. This purpose would be defeated if the board was unable to accept the resignation. Link to comment Share on other sites More sharing options...
Tim Wynn Posted August 20, 2011 at 02:08 PM Report Share Posted August 20, 2011 at 02:08 PM The entire purpose of authorizing a board to fill a vacancy is so that the board may fill vacancies arising between meetings of the general membership, particularly when the general membership meets infrequently. This purpose would be defeated if the board was unable to accept the resignation.This seems like an overstatement, since accepting resignations is not intrinsically tied to filling vacancies. An organization may want to empower a board to fill vacancies that arrise from various causes without allowing it to excuse persons from important duties. If others on this forum think that the power to fill a vacancy is inalienably linked to the authority to accept a resignation, I would like hear those opinions. This is an interesting topic. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 20, 2011 at 02:34 PM Report Share Posted August 20, 2011 at 02:34 PM This seems like an overstatement, since accepting resignations is not intrinsically tied to filling vacancies. An organization may want to empower a board to fill vacancies that arrise from various causes without allowing it to excuse persons from important duties. If others on this forum think that the power to fill a vacancy is inalienably linked to the authority to accept a resignation, I would like hear those opinions. This is an interesting topic.Well, I think that if the bylaws authorize the board to fill vacancies in an office, this carries with it the power to accept a resignation from that office (unless the bylaws expressly provide otherwise).That this is so will, I think, become clearer in the next edition, but I believe it to be so even now. Link to comment Share on other sites More sharing options...
jstackpo Posted August 20, 2011 at 02:44 PM Report Share Posted August 20, 2011 at 02:44 PM " ... I think, become clearer in the next addition,..."Looks like Dan has summarized a bit of what we may anticipate next month. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 20, 2011 at 02:46 PM Report Share Posted August 20, 2011 at 02:46 PM " ... I think, become clearer in the next addition,..."Looks like Dan has summarized a bit of what we may anticipate next month.I didn't think there would be more math. Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 20, 2011 at 03:24 PM Report Share Posted August 20, 2011 at 03:24 PM I didn't think there would be more math. Listen, wise guy, it's the next addition being made to the end of Section 47. Link to comment Share on other sites More sharing options...
Tim Wynn Posted August 20, 2011 at 10:44 PM Report Share Posted August 20, 2011 at 10:44 PM Thanks Dan and Josh. Link to comment Share on other sites More sharing options...
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