Board position put on ballot without resignation of previous member.

[keefe]

We had a member of our Trustee board state to our Secretary (unknown to the rest of the members) that he was resigning, our Secretary made his position available on the ballot for the annual meeting (which was the first time many of us found out about the resignation) to which a new member was nominated and voted in. 

 

At the annual meeting when he was acknowledged for his work however there was no motion made to accept his resignation at the annual meeting or any Trustee meeting prior to it. 

 

What would be the proper way to proceed?  Thank you for your advice.

[Edgar Guest]

Filling the position is a de facto acceptance of the resignation. If he didn't intend to resign he should have said something when someone was elected to fill his position.

[manAscending]

Filling the position is a de facto acceptance of the resignation.

 

Wouldn't filling the position without accepting the resignation be a continuing breach?  I was thinking Mr. Brown's comments in post #3 from this thread regarding p. 445 would also apply in this situation.  My thinking is that since the resignation wasn't formally recognized, the Secretary could justly insist that he hadn't left his position.

[keefe]

Filling the position is a de facto acceptance of the resignation. If he didn't intend to resign he should have said something when someone was elected to fill his position.

 

Edgar, if that is accurate (not saying it isn't just questioning) what would stop someone else from being removed from his/her position at a meeting?

[Edgar Guest]

My thinking is that since the resignation wasn't formally recognized, the Secretary could justly insist that he hadn't left his position.

 

Actually, my first post (which I quickly deleted) was that you can't elect someone to a position that isn't vacant.

 

But, in fact, it was the secretary who prepared the ballot based on the submitted resignation. So it seems unlikely that the same secretary would then insist that he hadn't resigned.

[Edgar Guest]

Edgar, if that is accurate (not saying it isn't just questioning) what would stop someone else from being removed from his/her position at a meeting?

 

He wasn't removed from his position. He resigned. And said nothing when his replacement was elected.

[keefe]

Edgar,

Thank you for the responses.  Another question would be should the resignation have been done at a meeting where we could have made a motion to accept the resignation?

[Edgar Guest]

Another question would be should the resignation have been done at a meeting where we could have made a motion to accept the resignation?

 

The resignation didn't have to be submitted at a meeting but, ideally, the resignation should have been formally accepted at a meeting of the body authorized to do so (typically that's the body authorized to fill the vacancy).

[keefe]

Edgar,

Thank you for clarifying that the resignation doesn't need to take place at a meeting.  So in this case the body that elected him (members at annual meeting) should have made a motion to accept his resignation, once the motion passed then his position would have been available for a new candidate to be elected.  So back to my original question then, with no acceptance of resignation is the election of the new member null and void?  

 

Thank you for continuing to educate me.  I am trying to learn more about RONR everyday, it seems as if no one else wants to know much about it and meetings are run loosely as a result.    

[Edgar Guest]

So back to my original question then, with no acceptance of resignation is the election of the new member null and void?  

 

Well, back to my original answer, no.

 

He submitted his resignation to the secretary. That's entirely appropriate. The secretary took him at his word and placed the soon-to-be open position on the ballot. That seems reasonable. At the meeting where the election was held, the resigned officer was present (yes?) and received acknowledgement for his past work and said nothing about the fact that the ballot included his office.

 

This is somewhat (and very loosely) analogous to a motion that requires a second but doesn't get one. Once debate begins, the lack of the required second is immaterial.

 

But maybe I'm mis-reading what happened. So stay tuned for the opinions of others.

[Richard Brown]

So back to my original question then, with no acceptance of resignation is the election of the new member null and void?  

 

Well, back to my original answer, no.

 

He submitted his resignation to the secretary. That's entirely appropriate. The secretary took him at his word and placed the soon-to-be open position on the ballot. That seems reasonable. At the meeting where the election was held, the resigned officer was present (yes?) and received the acknowledgement of his past work and said nothing about the fact that the ballot included his office.

 

But maybe I'm mis-reading what happened. So stay tuned for the opinions of others.

I'm of the same opinion.  In addition, as someone has already pointed out, the assembly proceeded to elect someone else.  When all those facts are taken together, I think the resignation is complete.  I think it really doesn't matter if it is considered done by unanimous consent or by implication when the assembly elected someone else. 

 

This situation (the society failing to formally accept a resignation) happens rather frequently.

 

It's also possible that your bylaws provide that a resignation is effective when received and does not need to be formally accepted.

 

As Mr. Guest said, others may disagree, so stay tuned.

[keefe]

Thank you all... I love this forum...

[Richard Brown]

I'm curious as to what affect (effect??) the following language on page 291 would have since the society clearly had an opportunity to formally accept the resignation at the annual meeting.  We don't know if there were any intervening meetings.  Here's the language from page 291 about resignations that has me puzzled: 

 

"The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted."  (Emphasis added by me).

[Edgar Guest]

Effect.

 

The passage you cite refers to the responsibility of the office-holder not to abandon the office. Since a replacement was elected (and there's nothing to suggest he abandoned his duties prior to that) I think he's off the hook.

 

His resignation became effective when his replacement was elected. That seems to be to be even more desirable than for there to be a period of vacancy.

[Richard Brown]

The passage you cite refers to the responsibility of the office-holder not to abandon the office. Since a replacement was elected (and there's nothing to suggest he abandoned his duties prior to that) I think he's off the hook.

 

His resignation became effective when his replacement was elected. That seems to be to be even more desirable than for there to be a period of vacancy.

I agree with your interpretation regarding the office holder not abandoning the duties of his office  and that he is off the hook.  That really isn't what concerns me, though.  Perhaps I should have elaborated on what I'm thinking:

 

Since the society clearly had an opportunity to accept the resignation at the annual meeting, and maybe even at a prior meeting, but took no formal action on it, could it be considered that the resignation became effective once the society failed to formally accept it at the annual meeting?  Of course, that is the same meeting at which the assembly elected a replacement, so that muddies the water somewhat.

 

I'm looking for a way to help these many organizations that fail to formally accept resignations because they simply don't know that it is something that should be done.  At some point in time can a resignation be considered effective even though the society has never formally accepted it?

[Edgar Guest]

At some point in time can a resignation be considered effective even though the society has never formally accepted it?

 

Well, sure. If years go by and no action is taken (either by formally accepting the resignation or, absent that, filling the position) it would be reasonable for the resigning officer to assume that his resignation is effective.

 

The "reasonable opportunity" clause is intended to protect the resigning officer, not the society. It, eventually, lets him off the hook.

[Josh Martin]

Since the society clearly had an opportunity to accept the resignation at the annual meeting, and maybe even at a prior meeting, but took no formal action on it, could it be considered that the resignation became effective once the society failed to formally accept it at the annual meeting?  Of course, that is the same meeting at which the assembly elected a replacement, so that muddies the water somewhat.

 

I'm looking for a way to help these many organizations that fail to formally accept resignations because they simply don't know that it is something that should be done.  At some point in time can a resignation be considered effective even though the society has never formally accepted it?

 

Well, eventually, the officer's term will end, and then the issue of the resignation becomes moot. Beyond that, I do not think the simple passage of time is sufficient to make a resignation from office become effective, although some action by the assembly which implies acceptance of the resignation, such as by electing someone to fill the vacancy, would make it become effective.

[Edgar Guest]

Well, eventually, the officer's term will end, and then the issue of the resignation becomes moot. Beyond that, I do not think the simple passage of time is sufficient to make a resignation from office become effective . . . 

 

What, then, do you think is the significance of the phrase, "or at least until there has been a reasonable opportunity for it to be accepted"?

 

If an officer submits a resignation six months into a a four-year term and no action is taken at the next regular meeting and no action is taken at the next annual meeting. Or the one after that. Or the one after that. Is there any point, prior to the expiration of the term, that it could be assumed that there has been a reasonable opportunity for the resignation to have been accepted (or otherwise acted on)?

[Gary Novosielski]

I'm of the same opinion.  In addition, as someone has already pointed out, the assembly proceeded to elect someone else.  When all those facts are taken together, I think the resignation is complete.  I think it really doesn't matter if it is considered done by unanimous consent or by implication when the assembly elected someone else. 

 

This situation (the society failing to formally accept a resignation) happens rather frequently.

 

It's also possible that your bylaws provide that a resignation is effective when received and does not need to be formally accepted.

 

As Mr. Guest said, others may disagree, so stay tuned.

 

Well, my only quibble is that it's not clear whether adequate notice was given for the election to the vacated position.  Special elections require prior notice, but if this was taking place at the AGM, then presumably notice of election is implied, or was explicit.  The question is whether the comparatively special election to fill this vacancy in particular was one for which notice was given.

 

Normally, the acceptance of a resignation, and the election to fill that vacancy can't occur at the same meeting.

 

I do agree, however that filling a vacancy presumed to exist (on the basis of an as-yet unaccepted resignation) pretty clearly constitutes de facto acceptance of the resignation.

[Josh Martin]

What, then, do you think is the significance of the phrase, "or at least until there has been a reasonable opportunity for it to be accepted"?

If an officer submits a resignation six months into a a four-year term and no action is taken at the next regular meeting and no action is taken at the next annual meeting. Or the one after that. Or the one after that. Is there any point, prior to the expiration of the term, that it could be assumed that there has been a reasonable opportunity for the resignation to have been accepted (or otherwise acted on)?

In most circumstances, I would think a single meeting is a reasonable opportunity to act upon a resignation, and the resigning officer is therefore under no further obligation to perform his duties at that time. Nonetheless, the resignation does not become effective until it is actually accepted, either explicitly or implicitly. As a consequence, the resignation may still be withdrawn if the officer has a change of heart.