Guest Pat Markham Posted December 1, 2011 at 12:21 PM Report Share Posted December 1, 2011 at 12:21 PM If the president of the Board of Directors for an HOA verbally tells the Vice President by phone that they resign and the president is then persuaded by a majority of the board to rescind the verbal resignation would the officer still be on the Board of Directors and still retain the Presidents position?Our bylaws do not address the resignation of directors and there was no written resignation nor was the verbal resignation accepted or acted upon by the board of directors in any manner other than the off record mention of it at a board of directors meeting. Link to comment Share on other sites More sharing options...
Trina Posted December 1, 2011 at 12:34 PM Report Share Posted December 1, 2011 at 12:34 PM A resignation is a request to be excused from a duty, and, so long as no action has been taken on the request (i.e. so long as the resignation has not been accepted by the body that has the authority to do so), the request can be rescinded. See RONR (11th ed.) p. 291 ll. 1-13). Link to comment Share on other sites More sharing options...
David A Foulkes Posted December 1, 2011 at 12:53 PM Report Share Posted December 1, 2011 at 12:53 PM If the president of the Board of Directors for an HOA verbally tells the Vice President by phone that they resign and the president is then persuaded by a majority of the board to rescind the verbal resignation would the officer still be on the Board of Directors and still retain the Presidents position?Our bylaws do not address the resignation of directors and there was no written resignation nor was the verbal resignation accepted or acted upon by the board of directors in any manner other than the off record mention of it at a board of directors meeting.What is this "off record mention" you refer to? I'm not familiar with how the concept of "off the record" applies, as far as RONR and parliamentary procedure go. Perhaps it was merely discussed with no motion made to take any action on it, but I don't think that would be off the record.A resignation is a request to be excused from a duty, and, so long as no action has been taken on the request (i.e. so long as the resignation has not been accepted by the body that has the authority to do so), the request can be rescinded. See RONR (11th ed.) p. 291 ll. 1-13).At the risk of being picky, it might be better to say the request can be withdrawn, as the term Rescind has a specific meaning in RONR-land which would not apply in the case of a resignation not yet acted upon. Link to comment Share on other sites More sharing options...
Trina Posted December 1, 2011 at 01:35 PM Report Share Posted December 1, 2011 at 01:35 PM ...At the risk of being picky, it might be better to say the request can be withdrawn, as the term Rescind has a specific meaning in RONR-land which would not apply in the case of a resignation not yet acted upon.I agree, and was thinking the same thing (after I posted) -- I was echoing the language used by the original poster ("the president is then persuaded by a majority of the board to rescind the verbal resignation"). You're right that 'rescind' has a technical meaning which is different than -- albeit related to -- its everyday meaning. Link to comment Share on other sites More sharing options...
Guest Pat Markham Posted December 1, 2011 at 02:01 PM Report Share Posted December 1, 2011 at 02:01 PM The verbal resignation occurred the morning of the scheduled monthly Board of Directors meeting.During the Board of Directors Meeting the Treasurer wanted to make an "off the record statement" and asked that the recorder be turned off and announced that he wanted to make a "off record statement" which the Secretary did turn off the device recording the meeting. It was later turned back on at some point it time.After he made a statement the Vice President also made a statement which occurred off the record while the recorder was turned off, that discussed the issues that led to the President verbally resigning that morning. He mentioned that the President had resigned in passing and no other action was taken.A few days later after careful consideration the president rescinded his verbal resignation on advice of the community members who elected him and the remaining majority of board members.I as a property owner was at the meeting. No action was taken at the board meeting other than what I describe.There are members of the association who refuse to acknowledge him as president or as a officer of Board of Directors and insist his verbal resignation is all that is required to remove him from the Board.The "off record" statement I still question as being proper but we have a small 7 member board with 1516 lot owners and it is a casual Board of Directors meeting where no more than average 25 members attending at any time.The issue is causing dissension obviously and quite honestly the remaining board does not know how to address it. Link to comment Share on other sites More sharing options...
Trina Posted December 1, 2011 at 02:40 PM Report Share Posted December 1, 2011 at 02:40 PM All this off-the-record, on-the-record stuff doesn't really matter, as it appears none of this conversation involved a motion to accept the resignation. The members who claim that a verbal resignation is adequate to remove someone from office are mistaken.'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." (RONR 11th ed. p. 291 ll. 1-9).The resignation doesn't take effect until it is accepted -- in other words, someone has to make a motion (or the chair might assume a motion, as described in the cited text), "that the resignation of John Smith as President be accepted." This motion is debatable, and the assembly should decide on the motion in the usual way (vote on it). From what you describe, nothing resembling acceptance of the resignation occurred.This may well have been out of ignorance, and the board members may not have realized that they needed to accept the resignation in order for it to take effect. However, the rules are clear. If your organization has adopted RONR as its parliamentary authority, hopefully this will help in getting all the association members back on the same page, so to speak.edited to add:This is all assuming that the board has the authority to accept the resignation in the first place... if the board has the authority to fill vacancies, then it is indeed the proper body to accept the resignation. Link to comment Share on other sites More sharing options...
Guest Pat Markham Posted December 1, 2011 at 03:14 PM Report Share Posted December 1, 2011 at 03:14 PM The Board of Directors has the sole authority according to our bylaws to fill vacancies on the Board of Directors.They can choose to do so or leave the position vacant until the next election is my understanding.There was no motion made to accept the resignation at the Board Meeting I attended this month that I am certain. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 1, 2011 at 03:44 PM Report Share Posted December 1, 2011 at 03:44 PM What is this "off record mention" you refer to? I'm not familiar with how the concept of "off the record" applies, as far as RONR and parliamentary procedure go. Perhaps it was merely discussed with no motion made to take any action on it, but I don't think that would be off the record.Well, I don't think it would be on the record, i.e., included in the minutes, Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 1, 2011 at 04:12 PM Report Share Posted December 1, 2011 at 04:12 PM They can choose to do so or leave the position vacant until the next election is my understanding.Not that a vacancy exists in this situation but . . .If the bylaws say that "the board shall fill any vacancies that may occur between regular elections" (or words to that effect), then the board is obligated to fill (or at least make a good faith effort to fill) any vacancy. It can't just sit on its hands. Link to comment Share on other sites More sharing options...
Guest Pat Markham Posted December 1, 2011 at 07:45 PM Report Share Posted December 1, 2011 at 07:45 PM Section 2 - ELECTION Directors shall be elected annually by ballot of the membership at the regular scheduled membership meeting and shall serve until their successors are elected, qualify and take office. Any vacancy occurring after the election of members shall be filled by the remaining members of the Board of Directors, and any Director so elected shall not be subject to confirmation by the membership. This is what our Bylaws state. I'm not an expert.Section 6 - ELECTION OF OFFICERS At the annual meeting of the Directors the Board of Directors shall select a President, a Vice President, a Secretary, and Assistant Secretary and a Treasurer. Any two of said offices may be held by the same person except the office of the Presidency and the Secretary. All officers shall be at least 21 years of age and shall be members of the Association. Said officers shall hold office until their successors are elected, qualify and take office, provided, however, that the Board of Directors shall at alltimes have and retain the right to declare any office vacant and elect a successor to hold office until hissuccessor is elected and qualified whenever in the judgment of the Board of Directors the best interest ofthe Association will be served thereby. Any member of the Board of Directors who does not pay the assessments on all lots owned by June 1 of the current year shall be removed from office unless theBoard of Directors has good reason to not remove the Director because of circumstances involved. Link to comment Share on other sites More sharing options...
Guest Edgar Posted December 1, 2011 at 08:06 PM Report Share Posted December 1, 2011 at 08:06 PM Any vacancy occurring after the election of members shall be filled by the remaining members of the Board of Directors . . . "Shall" means "must" so your understanding that the board can simply leave the position vacant is incorrect.That's not to say a vacancy exists in this situation, which is another question altogether. Link to comment Share on other sites More sharing options...
Guest Pat Markham Posted December 1, 2011 at 08:09 PM Report Share Posted December 1, 2011 at 08:09 PM "Shall" means "must" so your understanding that the board can simply leave the position vacant is incorrect.That's not to say a vacancy exists in this situation, which is another question altogether.I stand corrected. I was not sure. Link to comment Share on other sites More sharing options...
Guest Pat Markham Posted December 2, 2011 at 12:30 AM Report Share Posted December 2, 2011 at 12:30 AM Based on the information provided would the Board of Director officer having withdrawn his resignation prior to it being accepted retain his position as president and officer and is there anyway he can be removed by this act alone of resigning and then withdrawing same by the board of director or the membership?Thank you. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 2, 2011 at 03:07 AM Report Share Posted December 2, 2011 at 03:07 AM Based on the information provided would the Board of Director officer having withdrawn his resignation prior to it being accepted retain his position as president and officerYes.and is there anyway he can be removed by this act alone of resigning and then withdrawing same by the board of director or the membership?Absolutely not. The President has withdrawn his resignation and it can no longer be acted upon by the board or the membership. If the society still desires to remove the President, see FAQ #20. Link to comment Share on other sites More sharing options...
Pat Markham Posted December 2, 2011 at 11:05 AM Report Share Posted December 2, 2011 at 11:05 AM Yes.Absolutely not. The President has withdrawn his resignation and it can no longer be acted upon by the board or the membership. If the society still desires to remove the President, see FAQ #20.Thank you. Link to comment Share on other sites More sharing options...
Guest Smiling eyes Posted December 7, 2011 at 12:16 AM Report Share Posted December 7, 2011 at 12:16 AM What is stated in the by laws exactly? Is there any information regarding a resignation? To whom was the resignation given to? Was it a board member and was it announced at the meeting? Can we have the whole story to get a better picture as to the actual account of how this went down? Link to comment Share on other sites More sharing options...
Josh Martin Posted December 7, 2011 at 01:55 AM Report Share Posted December 7, 2011 at 01:55 AM All of these questions have already been answered by the original poster, many in the original post. Try reading the posts in the thread by Pat Markham. Link to comment Share on other sites More sharing options...
Pat Markham Posted December 7, 2011 at 03:21 AM Report Share Posted December 7, 2011 at 03:21 AM Thanks Josh.I posted the link to this forum and thread on our Association Website forum to provide accurate information to the community and to try to stop the misrepresentation of facts. I appreciate all of you who have responded and respect and trust all of your opinions.Some people still refuse to listen to the truth and facts and it is still causing dissension in our community.I am one of the moderators of the Association Website Forum and the Chairman of the Electrical Committee and strive to provide accurate information to the community as you all do. That is why I came here.I am certain I will have additional issues that will arise in the future that will require all of your combined experience.Thank you again for all the assistance. It is much appreciated. Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 7, 2011 at 11:57 AM Report Share Posted December 7, 2011 at 11:57 AM Based on the information provided would the Board of Director officer having withdrawn his resignation prior to it being accepted retain his position as president and officer and is there anyway he can be removed by this act alone of resigning and then withdrawing same by the board of director or the membership?Thank you.I'm not sure what you are asking here in the second part of your question, but it does appear from what you have posted (the quotation from Section 6 of your bylaws) that your board does have the power to remove officers it elects from the offices to which it elects them (but not from membership on the board). This, however, has nothing to do with your questions concerning the effectiveness of resignations. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 8, 2011 at 05:01 AM Report Share Posted December 8, 2011 at 05:01 AM A resignation is a request to be excused from a duty, and, so long as no action has been taken on the request (i.e. so long as the resignation has not been accepted by the body that has the authority to do so), the request can be rescinded. See RONR (11th ed.) p. 291 ll. 1-13).By which I believe Tina means the request can be withdrawn by the person who no longer wishes to be excused. If the body has not acted on the resignation there is nothing to rescind, and if it has, then the action has been completed and is therefore not subject to rescission. But in the latter case, the person who resigned could reapply for membership and be admitted in the same way as any new member. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 8, 2011 at 05:06 AM Report Share Posted December 8, 2011 at 05:06 AM ...and if it has, then the action has been completed and is therefore not subject to rescission. But in the latter case, the person who resigned could reapply for membership and be admitted in the same way as any new member.Well, this is actually about a resignation from office (the presidency, not from membership, which makes the latter case somewhat more complicated. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 8, 2011 at 05:15 AM Report Share Posted December 8, 2011 at 05:15 AM Well, this is actually about a resignation from office (the presidency, not from membership, which makes the latter case somewhat more complicated.Yes, ignore the message. It was late and I also didn't realize I was replying to a relatively old post. Link to comment Share on other sites More sharing options...
Pat Markham Posted December 8, 2011 at 01:02 PM Report Share Posted December 8, 2011 at 01:02 PM I'm not sure what you are asking here in the second part of your question, but it does appear from what you have posted (the quotation from Section 6 of your bylaws) that your board does have the power to remove officers it elects from the offices to which it elects them (but not from membership on the board). This, however, has nothing to do with your questions concerning the effectiveness of resignations.Assuming our bylaws do not address the issue, what is the procedure for the Board of Directors to remove officers it elects and what would justify the action of removing an elected officer?"Said officers shall hold office until their successors are elected, qualify and take office, provided, however, that the Board of Directors shall at all times have and retain the right to declare any office vacant and elect a successor to hold office until his successor is elected and qualified whenever in the judgment of the Board of Directors the best interest of the Association will be served thereby." Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 8, 2011 at 01:16 PM Report Share Posted December 8, 2011 at 01:16 PM Assuming our bylaws do not address the issue, what is the procedure for the Board of Directors to remove officers it elects and what would justify the action of removing an elected officer?"Said officers shall hold office until their successors are elected, qualify and take office, provided, however, that the Board of Directors shall at all times have and retain the right to declare any office vacant and elect a successor to hold office until his successor is elected and qualified whenever in the judgment of the Board of Directors the best interest of the Association will be served thereby."Why assume that your bylaws do not address this issue when they so obviously do? Link to comment Share on other sites More sharing options...
Pat Markham Posted December 8, 2011 at 01:58 PM Report Share Posted December 8, 2011 at 01:58 PM My apologies. I guess what I am asking is what is the procedure for removing an officer and does there have to be just cause? Link to comment Share on other sites More sharing options...
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