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Resignation of a board- via text


KesTea2017
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Recently a board member stated in a group text to the other board members that they were resigning and going to a different organization. We were not aware there are any issues so the circumstances aren't due to any hostility on the board over decisions. This was done outside of a meeting and within a half hour of sending this message they said that instead they request an emergency board meeting. This individual has violated our bylaws on numerous occasions in recent weeks and when brought up it is dealt with but then there continues to be issues. All this to say is the resignation still in place given the delivery of said resignation? I should also note that there is no process set in place for resignation within our bylaws, however, they have accepted resignation via text as a formal resignation in the past as we communicate mostly via text as a board.

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If you have accepted resignations sent as text messages in the past, and you have no contrary rules, then it seems you have established this as a custom for your organization. Assuming the board is empowered to accept resignations, it still needs to be accepted, which should be done at a valid meeting, via a majority vote.

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First of all, is doing business "outside" of meetings, via text, e-mail, or whatever, authorized in your bylaws?

Secondly, a resignation (a "request to be excused from a duty" - RONR, p. 289ff.) is not effective until it has been formally accepted by the body that can replace him/her - p. 291.

Whether someone can call an "emergency board meeting" (what RONR call a "Special Meeting" - p. 91) has to be in your bylaws.  Is it?

That's enough questions for one response, on my part.

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Thanks for the input. There seems to be a lot of gaps in our bylaws and we are hoping to address those. As of right now there is nothing in place as to who a resignation can be accepted by in our bylaws, however, the resignation was given via text to all other board members except the President as it was the president who was resigning.

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A resignation must be accepted by the body which elects the officers or which has the power to replace them unless your bylaws give the board this power either explicitly or by implication, such as by giving the  board authority over the affairs of the organization between meetings of the members. RONR p.467.

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