PRESIDENT OF BOARD RESIGNS WANTS BACK

[Guest sick and tired]

I posted earlier on the other discussion but apparently was deleted. I post again.

We are a POA not a HOA. At the November "working session" which is always the Friday prior to the Saturday monthly board meeting, a former board member got mad and was cursing a present board member. It was requested that the president write an "infraction ticket" to this past board member and he refused to do so stating he would resign first. The Vice President then wrote the ticket. Receiving an "infraction ticket" means you have to appear at a "tribunal" consisting of property owners picked by the board and in some instances their wives or husbands. There is no "continuance" because of not being able to be here at that time nor is there any "right of appeal" of their finding of guilty of the offense. There is a $50 fine. There are many things they write these "tickets" for. not raking the leaves in your yard is one more they have what they call the "Blue Laws" which are written by the board, not voted on by the membership and change daily, monthly or whenever the notion strikes them or they think of something else they don't like. No reason other then they "want to do it". Property owners have no say in these or anything else in here.

Back to the point however, the president did in fact tender his resignation verbally after the meeting to the vice president. The next morning at the meeting the president was not there, the vice president stood up and announced that the president had resigned and that he was assuming the office of president. No other board member objected. No property owner present objected.

The former vice president then ran the board meeting as president.

a week later the old president decides he wants to come back. Says his resignation was not legal since he didn't put it in writting. However we believe that since he gave it verbally, it was announced at the open meeting and accepted by the fact that the vice president announced he was assuming the office, it is in fact legal and he cannot simply return and take over.

We have an election every August. We do not vote for officers we vote for board members and the board members elect the officers positions among themselves.

This is just a MINOR thing that we put up with. We are told if we take or have taken them to court we cannot then run for or hold any position in here. If we don't agree with them we are harrassed. One board member was ignored when she called on the radio for help on a suspected B&E to find out that the other members had been told to ignore her if she called for help for anything.

We voted out one board member last august and they still treat him as a board member and he is the one that did the cursing of the new board member at the meeting.

They impose special assessments and call them "user fees" without the vote of the membership which is against our covenants, and Virginia State Statute.

They said that Roberts Rules were too hard to understand for they were not using them. Yet our By Laws say Rooberts rules Prevail.

We definiitely need legal help that is not so expensive as to be unaffordable since most of the residents here are on fixed income.

The person that posted originally did not give all the facts of this in asking about the president returning. I hope this will clear it up. I did see one answer but did not print it saying that since it was announced and the vp had assumed the office the president could not come back but could run again. However the original poster deleted it I suppose since it no longer shows on that post. He has however posted the original answer that was given WITHOUT the complete facts saying the presiden could "recind" his resignation.

Awaiting an answer.

[Guest Edgar]

Awaiting an answer.

Awaiting a question.

[Guest Guest]

The question is can he just say ok I want back and just come back?

He resigned. VP announced it at open board meeting and assumed his duties.

Now two weeks or better later he wants back on. He resigned the second Friday in November.

thanks

Sorry I rambled Just wanted it all understood.

[Dan Honemann]

Back to the point however, the president did in fact tender his resignation verbally after the meeting to the vice president. The next morning at the meeting the president was not there, the vice president stood up and announced that the president had resigned and that he was assuming the office of president. No other board member objected. No property owner present objected.

The former vice president then ran the board meeting as president.

If a resignation is not submitted during a meeting, it must be submitted in writing (RONR, 11th ed., p. 291, ll. 3-6). Based upon your description of events, this did not occur.

[Guest sick and tired]

It was submitted by the VP at the open meeting

[Dan Honemann]

It was submitted by the VP at the open meeting

The VP can submit his own resignation, but not someone else's (unless it is in writing).

[Chris Harrison]

It was submitted by the VP at the open meeting

Two questions:

1) Who do the bylaws say is authorized to accept the resignation (unless the bylaws give the VP the authority to accept resignations him just saying that the President resigned doesn't get the job done)?

2) Did the body which is authorized per the bylaws to accept resignations actually accept the resignation by a vote?

[Guest sick of sick and tired]

No, there was no vote.

[Guest Juszuf]

Two questions:

2) Did the body which is authorized per the bylaws to accept resignations actually accept the resignation by a vote?

By unanimous consent, by overt action (replacement)?

[Gary Novosielski]

By unanimous consent, by overt action (replacement)?

The description didn't sound like a unanimous consent request, but more in the nature of a decree. And replacement would not be an option for president, as succession is automatic.

[Guest Edgar]

The description didn't sound like a unanimous consent request, but more in the nature of a decree. And replacement would not be an option for president, as succession is automatic.

At the risk of speculating . . .

I think, in this instance, "without objection" might be more accurate than "unanimous consent" and, yes, the succession was automatic, hence there was no perceived need for any further action.

[Guest Steve Britton]

The question is can he just say ok I want back and just come back?

He resigned. VP announced it at open board meeting and assumed his duties.

Now two weeks or better later he wants back on. He resigned the second Friday in November.

The proper question is whether the president ever vacated the office. If he attends the meeting, he may give an aural resignation. If he is absent from the meeting, the resignation can only properly be acted upon if it is in writing. There is a distinction between the V.P. assuming the office of president and assuming the chair for a President who is absent from a meeting.

The president can't come back, because he never really left (the office of President).

[Gary Novosielski]

At the risk of speculating . . .

I think, in this instance, "without objection" might be more accurate than "unanimous consent" and, yes, the succession was automatic, hence there was no perceived need for any further action.

A distinction without a difference, it seems to me. And there was no indication here that the chair tested for consent/objection, but merely announced that he was president, without adding "without objection". If that is in fact what occurred it would be improper. The chair should always indicate the opportunity for objection when "presuming" unanimous consent.

[Guest Guest]

Our bylaws do not state who can and cannot accept resignations. Most resignations in the past have simply been I quit and they left. Some did put it in writing but only a fes.

Question:

He stated at oepn working session he was resigning. he called the VP later that night and resigned.

The next day at regular open meeting the VP announced he had received the resignation and that he was assuming the position of President. This was second week in November. No objections were raised by either board members or membership. Now he wants to come back as though nothing has happened.

[Gary Novosielski]

Our bylaws do not state who can and cannot accept resignations. Most resignations in the past have simply been I quit and they left. Some did put it in writing but only a fes.

Question:

He stated at oepn working session he was resigning. he called the VP later that night and resigned.

The next day at regular open meeting the VP announced he had received the resignation and that he was assuming the position of President. This was second week in November. No objections were raised by either board members or membership. Now he wants to come back as though nothing has happened.

Well, what matters is whether the resignation was accepted.

Objections could not have been raised by the membership at a board meeting, so we don't know that there was no objection there. In fact, if the VP never asked if there were any objection, it could be argued that since no vote took place, the resignation was never accepted.

But that argument would take place within your society, and I doubt anyone here would care to weigh in heavily on either side. All we can tell you is that if the resignation was properly accepted, it cannot then be withdrawn, but if it was not accepted, it can. It will be up to you to decide whether it was.

What do the minutes of that meeting say?

[Guest Guest]

We can't see those minutes until January, 2012

[Robin Stapleton]

I think the whole story needs to be told to get the proper answer to these questions. So with that being said here goes... During the working session of the board of directors of our POA. There was non board member who got into a verbal altercation with a board member and the board members wife which involved cursing out the board member and his wife by the accused. Another board member asked the president to give the person that started the altercation at ticket (our POA's way of dealing with the problem per the by laws) The president stated that he would not. The president clearly did not do his duties as he was elected to do. After he refused to follow the rules as stated in our by laws he was told he should step down as our president since he couldn't follow through with our by laws/ covenants/rules and regulations. He then verbally resigned to several board members. The board members then brought it up at the next days meeting and the vice president stated that he verbally resigned. The VP then stated he would be the acting president.

Several days later approximately between 1 to 2 weeks he decided he wants to rescind his resignation. So this was stated at a meeting with other board members present. Then it was brought up at the regular meeting the very next morning so how can he rescind his resignation? I hope this clarifies it for everyone, since in the original post that was presented by Mr. Markham to this forum was far from a complete story.

Please advise us as to how this should be handled.

[Pat Markham]

This is part of what our bylaws state.

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.

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 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. 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 the

Board of Directors has good reason to not remove the Director because of circumstances involved.

[Guest Steve Britton]

If a resignation is not submitted during a meeting, it must be submitted in writing (RONR, 11th ed., p. 291, ll. 3-6). Based upon your description of events, this did not occur.

The VP can submit his own resignation, but not someone else's (unless it is in writing).

[Robin Stapleton]

The president did submit the resignation at the meeting and then after, he spoke to others including the VP and stated it again. It was then brought to the meeting the next day (there are 2 meetings one on Friday and the next on Saturday) that he had resigned the night before and he would be assuming the role of president.

[Josh Martin]

By unanimous consent, by overt action (replacement)?

A resignation may be accepted by a majority vote or by unanimous consent (although the VP simply declaring that he is now the President without any mention of accepting the resignation is not unanimous consent). Alternately, the resignation may be implicitly accepted by conducting an election to fill the vacancy or by providing notice of such an election, but that's somewhat sloppy procedure, and it is not applicable in an instance where the replacement is automatic (as in this case).

At this point, I feel the need to point out that on this forum it is generally unproductive for members of societies with competing sets of facts to attempt to argue it out, as the members of this forum have no way of knowing which set of facts is accurate. Therefore, we simply respond with how the rules apply to the facts as presented, and a question regarding a different set of facts can be posted in a new thread, so it may be given its own treatment, and then the society itself can settle disputes over the facts of the case.

With regard to this particular case, while many important facts do appear to be in dispute (such as exactly how and when the resignation was submitted), none of the sets of facts suggests to me that the board accepted the resignation of the President, and therefore, it was valid for the President to withdraw his resignation.

[Guest BOARD MEMBERK]

I am a board member and I was appalled at the language that our president allowed a person to use as we sat on the board to another board,member. he refused to ticket this person and to make him leave.this is not the first time he failed in his duties per by-laws .his resignation was accepted this should be the end of the story no matter how you look at it ,he resigned,it was accepted,it was announced,we have moved on end of story.

[Josh Martin]

his resignation was accepted this should be the end of the story no matter how you look at it ,he resigned,it was accepted,it was announced,we have moved on end of story.

Well, now we have a 4th competing set of facts, so let's cover all our bases now. Some of the sets of facts overlap, so I'll simply address the combinations of facts which actually have bearing on the relevant rules.

Scenario 1: The President did not announce his resignation at a meeting or submit it in writing. If this is the case, the President's resignation was never validly submitted and therefore could not be validly accepted. In this scenario, the President is the President and the Vice President is the Vice President, and there was never a point at time in which that stopped being the case.

Scenario 2: The President did announce his resignation at a meeting or submitted it in writing, but the President's resignation was not accepted by the board (either by majority vote or by unanimous consent - see RONR, 11th ed., pgs. 54-56 for what the latter entails). If this is the case, the President's resignation was validly submitted, but since the board did not accept it to make the resignation final, the President was free to withdraw his resignation (which he then did). In this scenario, the President is the President and the Vice President is the Vice President, and there was never a point at time in which that stopped being the case.

Scenario 3: The President did announce his resignation at a meeting, and the resignation was accepted (either by majority vote or by unanimous consent - see RONR, 11th ed., pgs. 54-56 for what the latter entails). If this is the case, the President's resignation was validly submitted, and the board did accept it to make it final, so the President may not validly withdraw his resignation (and therefore, his attempt to withdraw it is immaterial). In this scenario, the President is now just a regular member (unless he held some other position or you have Past President rules or something), the former Vice President is now the President, and there is a vacancy in the vice presidency which must be filled (and previous notice must be given of the election to fill the vacancy).

(The possibilities described here are not quite exhaustive, but none of the sets of facts provided suggest any other possibilities to me.)

So, there you have it: the answers based on RONR to cover all the competing sets of facts which have been offered. As noted, the posters on this forum have no way of knowing which set of facts is accurate, so I'll leave that to the society to sort out. Also, I would again offer a plea for future cases for those who have competing sets of facts for a case to address them in a new thread, for the sake of the sanity of myself and others on the forum. It's a bit of a headache to try and keep everything straight when there are heated debates in a thread over the facts.

[Robin Stapleton]

Well, now we have a 4th competing set of facts, so let's cover all our bases now. Some of the sets of facts overlap, so I'll simply address the combinations of facts which actually have bearing on the relevant rules.

Scenario 1: The President did not announce his resignation at a meeting or submit it in writing. If this is the case, the President's resignation was never validly submitted and therefore could not be validly accepted. In this scenario, the President is the President and the Vice President is the Vice President, and there was never a point at time in which that stopped being the case.

Scenario 2: The President did announce his resignation at a meeting or submitted it in writing, but the President's resignation was not accepted by the board (either by majority vote or by unanimous consent - see RONR, 11th ed., pgs. 54-56 for what the latter entails). If this is the case, the President's resignation was validly submitted, but since the board did not accept it to make the resignation final, the President was free to withdraw his resignation (which he then did). In this scenario, the President is the President and the Vice President is the Vice President, and there was never a point at time in which that stopped being the case.

Scenario 3: The President did announce his resignation at a meeting, and the resignation was accepted (either by majority vote or by unanimous consent - see RONR, 11th ed., pgs. 54-56 for what the latter entails). If this is the case, the President's resignation was validly submitted, and the board did accept it to make it final, so the President may not validly withdraw his resignation (and therefore, his attempt to withdraw it is immaterial). In this scenario, the President is now just a regular member (unless he held some other position or you have Past President rules or something), the former Vice President is now the President, and there is a vacancy in the vice presidency which must be filled (and previous notice must be given of the election to fill the vacancy).

(The possibilities described here are not quite exhaustive, but none of the sets of facts provided suggest any other possibilities to me.)

So, there you have it: the answers based on RONR to cover all the competing sets of facts which have been offered. As noted, the posters on this forum have no way of knowing which set of facts is accurate, so I'll leave that to the society to sort out. Also, I would again offer a plea for future cases for those who have competing sets of facts for a case to address them in a new thread, for the sake of the sanity of myself and others on the forum. It's a bit of a headache to try and keep everything straight when there are heated debates in a thread over the facts.

Thank you very much for all your help and insight Josh and all the others. I am guessing that once the minutes are available all this will be handled. Don't get me wrong we are not out here to fight it out with the others we are merely trying to get the whole answer based on the complete facts. If we have made an error please forgive us as this type of forum is new to many of us. Your last post was excellent with the answers and points. I am sure that this will help everyone make their decision. Thanks again.