Rescinding a resignation

[Guest Annie]

Our HOA board bylaws say our meetings should follow Robert's Rules, and just now, after many years, we are attempting to begin using them.  My question:  A board member recently submitted his resignation by email, and both the president and the secretary acknowledged it, also by email.  The following day he emailed all of us to say he was rescinding his resignation.  Our board meeting is still two weeks away.  Are either his resignation or rescission valid at this point?  Do we just ignore what happened?

[Gary c Tesser]

We have a couple of problems here.

1. (A relatively minor point, but one that niggles: Guest_Annie, please try to avoid using "rescind" in this context. The word applies to something else, in parliamentary procedure. Of course, as a speaker of English, Guest_Annie cannot be faulted for speaking English, which clearly and unexceptionably Guest_Annie is doing here, in describing what a board member does when he has -- maybe -- submitted his resignation and now wants to take it back. But give it a couple of hours till the sun comes up over eastern North America and watch them.)

2. An overview: As a rule, once a resignation is properly accepted, it's all over. So if we determine that it had been properly (or acceptably) submitted, and properly accepted, then it is final; he is no longer a board member; and that cannot be reversed.

Further, in general: a submitted resignation can be withdraws (a preferred wording) any time before it is accepted -- the proper acceptance signals the end of his board membership, and therefore his right to withdraw it.

To continue:

3. RONR says that "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 (p. 291)." Whether the e-mail submission qualifies as written submission is a question that your organization will have to determine for itself (um, unless it already has). So: looking at each aspect of all this closely, his resignation might or might not be valid, because of its possibly flawed delivery.

4. If the secretary and president are authorized to accept the board member's resignation, and if they have done so ("acknowledging" that they have received it falls short of accepting it, in my opinion, but remember that it's not my opinion that counts), then it is a done deal. So, Guest_Annie, first see whether the bylaws authorize them to accept resignations. If so, then he's gone; if not, their acknowledgement is equivalent only to the old-fashioned "Dear Sir or Madame, I am in pleased recipience of your communication of the 17th inst." followed by an offer of a pinch of snuff that you might find in Dickens: it in no way affects his membership on the board.

Regarding, then, "the appointing power" mentioned above (item 3, above, quoting RONR 11th, p. 291): find out who that is. If the board member had been elected by the membership (perhaps the most common way), then it is the membership -- only -- who can accept the resignation (unless, of course, the bylaws provide otherwise).

(5. Ignore what happened? It might be the highlight of our week!)

[Guest Edgar]

We have a couple of problems here.

The number of problems in Post #1 are dwarfed by the number of problems in Post #2.

In any event, it appears that both the resignation and its withdrawal were valid.

[Rockp2]

We had the same question at one point.  I found the answer in the FAQ part of this website.  To quote:

 

"A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn -- that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (11th ed.), pp. 289-92; 295-97.]"

 

This satisfied our query as the question had not been placed before the assembly because we had not yet had our next meeting.  Therefore the Board Member still "owned" the motion.  The member remained a Board Member based on his withdrawal of the resignation.

 

Another thing that was considered is our statute does not allow for "electronic" meeting with the exception of phone or video conference calls.  Since email is not an approved "electronic" meeting (deliberative assembly), the Chair could not officially put the question to the BOD until the next meeting.

[Guest Annie]

I would like to clarify so that we do things correctly the next time there is a resignation.  Is it correct to say that an email resignation cannot be accepted until it is voted on at the next Board meeting?  (Meaning that since no meeting occurred the resignation and its withdrawal are therefore moot points?

[Josh Martin]

Is it correct to say that an email resignation cannot be accepted until it is voted on at the next Board meeting?  (Meaning that since no meeting occurred the resignation and its withdrawal are therefore moot points?

 

A resignation must be accepted by the body that is empowered to fill the vacancy. So if your bylaws authorize the board to fill vacancies in board positions, then yes.

[sMargaret]

To extend a bit from Josh Martin's answer, if the Chair alone is empowered to fill the vacancy, then the Chair alone can accept the resignation. If the general membership is required to fill the vacancy, then the resignation would need to be accepted by a meeting of the general membership.

 

It's going to depend on what your bylaws say.

[Guest Edgar]

. . . if the Chair alone is empowered to fill the vacancy, then the Chair alone can accept the resignation.

Though I'm not sure that, in the case where one person has the authority to fill the vacancy, the mere receipt of a resignation necessarily constitutes its acceptance.

[Guest William]

He should be outta here.Why postpone the it.

[Gary Novosielski]

On 6/12/2013 at 5:33 PM, Guest Edgar said:

Though I'm not sure that, in the case where one person has the authority to fill the vacancy, the mere receipt of a resignation necessarily constitutes its acceptance.

No, but filling the vacancy certainly would.

[Guest 501 C3 board positions]

What are the time frame limits for let’s say multiple board members resigned or were removed from position and it was voted on and approved but then a few meetings later certain members want to come back and fill the same position again or another position. Is that legal?

[J. J.]

On 9/29/2021 at 3:45 AM, Guest 501 C3 board positions said:

What are the time frame limits for let’s say multiple board members resigned or were removed from position and it was voted on and approved but then a few meetings later certain members want to come back and fill the same position again or another position. Is that legal?

Please start a new thread.