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Rescinding of resignation


Guest Alex

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On May 23rd, an HOA Chairperson sent an email stating he would like to resign. There were no replys and after talking to several Board members, send a follow up email on May 28th, stating that he/she would like to rescind the resignation and remain on the Board until /her term expires. Again, no responses.

On May 29th, the other 8 members of the Board held a meeting, without informing the Chairperson, and voted to uphold the original resignation email. They did not invited the community to this meeting or the Chairperson.

Does their vote count, or is he/she still on the Board of Directors?

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Still on the board.

The original resignation request is just that -- a request -- until it is accepted. Until it has been acted upon (generally, by accepting the resignation at a meeting), the request may be withdrawn. Apparently the request was withdrawn.

"the other 8 members of the Board held a meeting, without informing the Chairperson..."

No. This was not a meeting in any official sense. Since the chair didn't know about it, presumably it wasn't a regularly scheduled meeting. A special meeting can only be called if the bylaws authorize special meetings, and then the rules about calling a special meeting must be followed. All members must be notified (sounds like at least one member -- the chair -- was left out). Even if the meeting had been a proper one, you can't accept a resignation (request) which has been withdrawn.

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First of all, unless the bylaws says otherwise the body which is authorized to fill the vacancy (in the Vice Chairpersonship since unless the bylaws say otherwise the VC would become Chairperson upon the resignation being accepted) would need to officially accept the resignation at a properly called meeting in order for it to be effective (and the Board may not be the proper body to accept it in the first place). However, the resignation can be withdrawn unilaterally up until the presiding officer states the question on accepting the resignation so since the Chairperson withdrew the resignation prior to the question being stated there is no resignation to be accepted. See RONR pp. 289-292, pp. 295-298, p. 575 ll. 9-17 for details.

Also, since the Chairperson is still a Board member until the resignation is officially accepted it was improper to exclude him from the meeting in the first place (and he would still be a Board member afterwards unless the Chairperson is an ex officio Board member meaning he loses his Board seat when he is no longer the Chairperson) and the acceptance of the resignation even if it were proper otherwise is null and void. See RONR p. 251(e).

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