Non Profit Board Member Resignation

[2019 COB]

Between board meetings, we have had 3 members of our board resign due to conflicts on the board.  As a nonprofit, what is the process that needs to be done if they have submitted their resignations via email and will not be at the next meeting?  A few are asking to see the emails.  I am under the impression that we just need to make the resignations noted on the minutes and the board acknowledge them.  We do not have anything in our bylaws on how to handle this situation.  Thank you for your prompt assistance.

[Dan Honemann]

The first thing you need to do is to make sure that your board has the power to accept these resignations (see RONR, 11th ed., pp. 467-68). Then take a look at what is said in Section 32 of RONR, especially on page 291, and come back if you have any further questions.

[Gary Novosielski]

4 hours ago, 2019 COB said:

Between board meetings, we have had 3 members of our board resign due to conflicts on the board.  As a nonprofit, what is the process that needs to be done if they have submitted their resignations via email and will not be at the next meeting?  A few are asking to see the emails.  I am under the impression that we just need to make the resignations noted on the minutes and the board acknowledge them.  We do not have anything in our bylaws on how to handle this situation.  Thank you for your prompt assistance.

 

Until the resignations are accepted, those three are still members, which may cause you problems in obtaining a quorum for the next meeting. 

The rule in RONR is that the entity that is authorized to fill the vacancies created by accepting these resignations is the entity authorized to accept them, absent some special rule.  If the board is empowered per the bylaws to conduct the normal business of the organization between meetings of the general membership, that would include the power to fill vacancies.