VP resigns in middle of meeting

[Guest Angie2323]

At a recent board meeting, two members had requested to address the board with concerns of questionable ethical and fraudulent activity of the President and VP. The two members were present, as were many other members, all of who were allowed a chance to address the Board.

During the address from the membership, the VP became frustrated and announced he was resigning. He asked the members is that what they wanted, some said yes, some shook their heads yes. A member asked if he wanted a piece of paper to write his resignation on and he said no, he didn't need to write down he was resigning and he walked out. One Board Member asked that the Board recognize that he resigned, but no one said anything as a member spoke up and said to not count him out (this was said in a manner that he wasn't go to really go that easy) however, I believe it should have been motioned to accept his resignation, and seconded, and then a vote taken, but that didn't happen at that time. After the members left, the Board had no discussion about the resignation as there were many other issues to discuss before adjourning the meeting.

The following day, the VP sent a note to the Board claiming he was on medication and wasn't feeling well and asking the Board to allow him to return and continue to serve as VP. He asked for the Board's thoughts and feelings in regards to this.

Our bylaws do not reference how we accept a resignation, and only states we must call a special meeting to replace the board member who resigned.

As one of the Board Members, I would like to ask the President to request a special meeting to replace the VP as outlined in our bylaws, but I'm not sure if we do indeed need to motion to accept his resignation and then vote, and go from there. Or do we automatically do what our bylaws state, have the meeting and replace him?

[Tim Wynn]

At a recent board meeting, two members had requested to address the board with concerns of questionable ethical and fraudulent activity of the President and VP. The two members were present, as were many other members, all of who were allowed a chance to address the Board. During the address from the membership, the VP became frustrated and announced he was resigning. He asked the members is that what they wanted, some said yes, some shook their heads yes. A member asked if he wanted a piece of paper to write his resignation on and he said no, he didn't need to write down he was resigning and he walked out. One Board Member asked that the Board recognize that he resigned, but no one said anything as a member spoke up and said to not count him out (this was said in a manner that he wasn't go to really go that easy) however, I believe it should have been motioned to accept his resignation, and seconded, and then a vote taken, but that didn't happen at that time. After the members left, the Board had no discussion about the resignation as there were many other issues to discuss before adjourning the meeting. The following day, the VP sent a note to the Board claiming he was on medication and wasn't feeling well and asking the Board to allow him to return and continue to serve as VP. He asked for the Board's thoughts and feelings in regards to this. Our bylaws do not reference how we accept a resignation, and only states we must call a special meeting to replace the board member who resigned. As one of the Board Members, I would like to ask the President to request a special meeting to replace the VP as outlined in our bylaws, but I'm not sure if we do indeed need to motion to accept his resignation and then vote, and go from there. Or do we automatically do what our bylaws state, have the meeting and replace him?

First, the motion to accept the resignation does not require a second.

Second, in general, you would need to accept the resignation before you have a vacancy to fill. If your bylaws have a procedure for a board member to resign, you will have to follow that.

[Trina]

Since no action was taken to accept the resignation (a resignation is a request to be excused from a duty), and since the VP has apparently withdrawn his request prior to any action being taken on it, that would appear to be that.

You can't fill a vacancy that doesn't exist.

[Chris Harrison]

Although it was handled in a very improper way it sounds like a motion was made to accept the resignation (and as was noted above no second is required) and the motion had started to be considered (by a member requesting " to not count him out." Since that occurred the question is now before the Board and the VP would have to request permission to withdraw the resignation (requires a majority vote).

[Guest Angie2323]

Although it was handled in a very improper way it sounds like a motion was made to accept the resignation (and as was noted above no second is required) and the motion had started to be considered (by a member requesting " to not count him out." Since that occurred the question is now before the Board and the VP would have to request permission to withdraw the resignation (requires a majority vote).

This portion of the meeting with the members was recorded. The Board Member says "Ok, (first and last name of board member stated) has resigned". Member speaks up and says "I wouldn't go that far yet". Later in the meeting, a member is making a request for the BOD to address matters presented before them and this member says "you 7 members, or well maybe 6 now, who knows how you all will handle that" and then continues on.

Does that suffice as the motion and then the motion being considered as it's mentioned twice in the meeting?

If so, the second question is: What requires the majority vote? The request of permission to withdraw the resignation correct? And if it is voted yes by majority, the member is back on the board?

[Chris Harrison]

This portion of the meeting with the members was recorded. The Board Member says "Ok, (first and last name of board member stated) has resigned". Member speaks up and says "I wouldn't go that far yet". Later in the meeting, a member is making a request for the BOD to address matters presented before them and this member says "you 7 members, or well maybe 6 now, who knows how you all will handle that" and then continues on.

Does that suffice as the motion and then the motion being considered as it's mentioned twice in the meeting?

I would say that the facts as you just presented them would not rise to the level of a motion being made to accept the resignation. Since the question was never properly before the Board the VP can unilaterally withdraw the resignation (RONR pp. 295-297).

What requires the majority vote? The request of permission to withdraw the resignation correct? And if it is voted yes by majority, the member is back on the board?

If the question was before the assembly (which it wasn't in this case) then the VP would have to seek permission to withdraw the resignation which the Board by majority vote could grant. If they granted the permission then the VP stays on the Board but if the Board had denied the permission then the resignation would still be before the Board and they could decide to accept it anyway.