resignation of a board member is not being acknowledged by the managing Director.

[Guest cbj]

I'll try and keep this short and concise. A board member recently resigned with a scathing letter of resignation to the board, copied to the societies entire membership. The remainder of board assumed that he was no longer on the board, however the managing Director continued to copy the former member on all board communication... several board members advised to remove his name from contact lists and cease sending him board communications. I will cut and paste his reply, and seek advice on this very odd situation!

Board member Q: Why is _____________ on the C.c. list? He has resigned from the Board of Directors.

Managing Director A: Until _________ resignation is formally accepted by the Second Vice President or the President, he’s still on the board.

Board member reply: Article 3.7 states, "A director may resign by giving written notice to either the Second Vice-President or the President."

It says nothing about "formal acceptance," and is therefore an official resignation upon receipt as it was written notice to the entire board, including myself as second vice president. In the event that anyone is still interpreting the bylaws to mean a formal acceptance is required, as Second Vice President, VP of DAO functions, let this serve as my notice that I do officially accept his resignation from the board and all committees as indicated in his written notice.

MD answer: The board’s formal acceptance is proof that the resignation is received by the appropriate Vice President as we don’t have a formal “Second Vice President” as our bylaws state. The terminology is different and I’m not going to assume that the document is in the hands of the correct person.

Where do we go from here? Last year we changed the term 2nd vice president in the bylaws, to VP of DAO functions, but it is understood that the two are interchangeable.

Any advice would be much appreciated!

[Chris Harrison]

Generally just sending in a letter of resignation won't suffice to make the resignation effective and it would have to be formally accepted (RONR pp. 289-292). However, your bylaws make it unclear whether the mere receipt of the letter would be enough to make the resignation effective and whether amending the bylaws to change the 2nd VP to VP of DAO Functions would authorize the VPofDAOF to receive and accept resignations so it will be up to you all to interpret your own bylaws. See RONR pp. 588-591 for some principles to help with that.

[David A Foulkes]

Board member reply: Article 3.7 states, "A director may resign by giving written notice to either the Second Vice-President or the President."

It would be my opinion that this bylaw simply states the method by which a director may submit his/her resignation (i.e. in writing, and to either of two other officers) for acceptance. I don't see it as automatically happening.

[Guest cbj]

This resignation letter went to all of the officers and the entire 400+ members. The letter was 1700 words and 6 pages long, full of slander and attempts to discredit numerous board members. It states numerous times that he is resigning and and the various reasons why. So what then makes it official? Are we to assume he should or could come back as a productive member of the board?

[Chris Harrison]

If the bylaws state that the written resignation can be sent to either the 2nd VP or President and the letter was sent to all of the officers (which I would assume includes the President) why doesn't the President just accept the resignation and be done with it?

[Guest CBJ]

Because the President and the resigning member are politically aligned!

[Chris Harrison]

If the bylaws state that the written resignation can be sent to either the 2nd VP or President and the letter was sent to all of the officers (which I would assume includes the President) why doesn't the President just accept the resignation and be done with it?

Because the President and the resigning member are politically aligned!

Ah, well that explains it. If the President refuses to accept the resignation then this person is still a Board member unless the bylaws are interpreted to say that when the bylaws were amended to change the 2nd VP into the VPofDAOF that the VPofDAOF now has the authority to receive and accept resignations and/or the resignation is automatically accepted as soon as the President or 2nd VP/VPofDAOF receives the letter of resignation. However, only the body which is authorized to amend the bylaws can validly interpret them so unless the Board has the authority to amend the bylaws they wouldn't be able to interpret the bylaws to get out of the situation.

[Trina]

Who has authority, under your bylaws, to fill the vacancy if/when a board member resigns?

My thinking is that the body (or individual) with that authority would have the authority to accept the resignation. The fact that a resignation (a request to be excused from a duty) is supposed to go to a particular individual or individuals doesn't, in and of itself, mean that the named individual is the one to accept the resignation.

For example, in reading RONR (11th ed.) p. 291, one sees mention of a resignation being submitted in writing to the secretary. I don't think it follows at all that the secretary is the one who has to formally accept the resignation -- that named officer is simply a conduit to pass the request to the proper authority.

[Chris Harrison]

That usually is the case but since according to the OP the bylaws state "A director may resign by giving written notice to either the Second Vice-President or the President." it sounds like those officers might have the authority to accept the resignation as well. Another thing for them to interpret in the bylaws.

[Guest cbj]

Our Bylaws say the same thing, mentioning various notices being sent to/received by the secretary. We definitely need to clean up the bylaws, you just don't recognize these little things until they rear their ugly head.

Thank you all for your input, it's greatly appreciated!

[Gary Novosielski]

That usually is the case but since according to the OP the bylaws state "A director may resign by giving written notice to either the Second Vice-President or the President." it sounds like those officers might have the authority to accept the resignation as well. Another thing for them to interpret in the bylaws.

I would not interpret it that way. It merely says to whom the resignation should be submitted. Receiving the letter does not constitute acceptance of the resignation. A resignation is still considered a request to be excused from a duty, and receiving a request is not the same as granting it.

Without any specific rule on this, I think it's safe to assume that the body empowered to fill the resulting vacancy would be the one empowered to formally accept the resignation.

[Rev Ed]

A concur that the member's resignation must still be accepted by either the Board or the entire membership - whoever has the power to fill the vacancy. So yes the managing Director is correct in that the person is still on the Board with the right to see all the information that any other Board member is entitled to see.

[Guest Edgar]

A resignation is still considered a request to be excused from a duty, and receiving a request is not the same as granting it.

I agree. Too often we talk about a resignation being "accepted" and I worry that that word might be misunderstood. I can hand my letter of resignation to the secretary and she can "accept" it but no action has yet been taken on my request to leave office. I think it helps to speak of "formal acceptance" but it's still not ideal. Perhaps speaking of "granting" the request is the way to go.

[David A Foulkes]

I agree. Too often we talk about a resignation being "accepted" and I worry that that word might be misunderstood. I can hand my letter of resignation to the secretary and she can "accept" it but no action has yet been taken on my request to leave office. I think it helps to speak of "formal acceptance" but it's still not ideal. Perhaps speaking of "granting" the request is the way to go.

Perhaps adopting the (assumed) motion " that the resignation be accepted" (RONR 11th ed., p. 291 ll. 7-9) would be a better way of referring to it.

[Gary Novosielski]

Where do we go from here? Last year we changed the term 2nd vice president in the bylaws, to VP of DAO functions, but it is understood that the two are interchangeable.

Any advice would be much appreciated!

My actual advice would be to move to accept the resignation at the next meeting, and vote on it. So far, the managing director is correct.

[Guest cbj]

Thanks to all for your advice, we will likely deal with the matter as suggested at our next board meeting as the board (whole) fills vacancies, so we will likely accept the resignation then.

However this matter has only become more convoluted now, so I think I will start another post to keep things clear, but I would greatly appreciate further input. Check for my new post!