rescinding a Resignation

[Guest Scott]

On Saturday morning, the president of our club organization submitted a resignation to the Corresponding Secretary, who never acknowledged receiving it However, the Cor Sec  notified the remainder of the board and that we needed to have an emergency meeting. The Vice President asked the Cor Sec to set up a meeting for Sunday or as soon as possible. The meeting was set for Sunday at 7pm EST. Sunday morning, the president rescinded her resignation and she sent it to the VP rather that the Corresponding Secretary to ensure it was received since she had never received any acknowledgement that the Cor Sec had received the resignation. The VP then forwarded the email rescinding the resignation to the remainder of the board prior to the special board meeting.

Here is where the issue arises. Half the board agrees that the rescind was received prior to the meeting and never brought before the board, so according to Roberts Rules (since our By-laws are silent on this) it can be rescinded.

The half of the board insists that are bylaws are not silent re Article 3 Sec3 which states

Section 3. Vacancies. Any vacancy occurring among the Officers or Governors shall be filled for the remainder of that term of office by a majority vote of the Board: except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.

They feel that since it says the office of the president will be filled automatically by the Vice President that the resignation became effective the minute it was receive and that Vice President immediately become the President and the resignation cannot be rescinded.  However, others feel the word automatically means as opposed to someone else taking the office and not immediately.

 Also, the 4 members who do not want to allow her to rescind, also claim that since the President sent her rescind to the VP and not the Cor Sec, which the VP then forwarded to the Cor Sec prior to the meeting,  is not valid since it was not sent directly to the Cor Sec even though it was received by the board prior to the meeting

My understanding is that since a resignation is considered a request to be excused from duty, it is not effective until acted on by the board, therefore it can be rescinded at any point prior to it being brought before the board. 

Can you please help.

[Atul Kapur]

Unless your bylaws say otherwise, it does not sound like the resignation actually occurred, because it had not been accepted. Therefore it was withdrawn before the vacancy occurred. There is nothing to rescind.

[George Mervosh]

See http://www.robertsrules.com/faq.html#18  (which is pretty much what Dr. Kapur just said)

[Guest Scott]

Thank you.  One follow-up.  The fact that the rescind letter was sent to the VP who forwarded it to the entire board, including the Cor Sec have any bearing. It was still rescinded prior to the start of the meeting. 

The argument being made is that the since the by-laws state in the Corresponding Secretaries duties it states they are in charge of all club correspondence 

C) The Corresponding Secretary shall have charge of all correspondence in Club matters, send out club notices and ballots, and notify new members of their election. His or her signature shall be the official signature on all documents requiring the signature of the Club Secretary, and his or her name and address shall be listed as Secretary by the American Kennel Club.

It seems to me it is moot point who it was originally sent to as long as it was received by the board before it was acted on

Your thoughts are apprectiated

 

[Joshua Katz]

20 minutes ago, Guest Scott said:

The argument being made is that the since the by-laws state in the Corresponding Secretaries duties it states they are in charge of all club correspondence 

 

I have no idea what the bylaw definition of the Corresponding Secretary's role has to do with whether or not the resignation was accepted.

1 hour ago, Guest Scott said:

They feel that since it says the office of the president will be filled automatically by the Vice President that the resignation became effective the minute it was receive and that Vice President immediately become the President and the resignation cannot be rescinded.

This is nonsensical. Automatic clearly refers to taking place immediately *upon the event of the Presidency being vacant*, making it a useless rule for determining when the Presidency becomes vacant. If X automatically follows Y, that doesn't tell us when Y happens, only what happens next.

[Atul Kapur]

2 hours ago, Guest Scott said:

The fact that the rescind letter was sent to the VP who forwarded it to the entire board, including the Cor Sec have any bearing.

In my opinion, no.

Remember, there is nothing to be rescinded (unless your bylaws say that someone can resign by sending a letter to the corresponding secretary). The president sent a letter withdrawing their request to resign. So your board would have to vote to accept the resignation which has been withdrawn. If that sounds like an absurdity, that's because it is.

[Gary Novosielski]

4 hours ago, Guest Scott said:

Thank you.  One follow-up.  The fact that the rescind letter was sent to the VP who forwarded it to the entire board, including the Cor Sec have any bearing. It was still rescinded prior to the start of the meeting. 

The argument being made is that the since the by-laws state in the Corresponding Secretaries duties it states they are in charge of all club correspondence 

C) The Corresponding Secretary shall have charge of all correspondence in Club matters, send out club notices and ballots, and notify new members of their election. His or her signature shall be the official signature on all documents requiring the signature of the Club Secretary, and his or her name and address shall be listed as Secretary by the American Kennel Club.

It seems to me it is moot point who it was originally sent to as long as it was received by the board before it was acted on

Your thoughts are apprectiated

 

It was not rescinded, it was withdrawn.  (Rescind only applies to things that have been passed, and never applies to resignations anyway.)

And since it was withdrawn before it was accepted, there was then nothing left to accept.  It doesn't matter who it was sent to, as it was eventually received by everyone concerned.  

The resignation was properly withdrawn, and any arguments to the contrary sound like grasping at straws.