HOA board resignation and subsequent rescind

[Guest Srqjim]

On March 7,2020 I was voted to a position of Director at our Annual Shareholders meeting, getting 222 votes of a total of 420 Shareholders, with 4 running candidates.  Two weeks later I emailed a letter to the Board requesting the proper formality to be placed on. the next Board agenda, this letter also identified four concerns that were bought to my attention by the Shareholders for Board consideration. All of the issues that I wanted listed on the agenda was addressed by the President who voided each and every thing I wanted listed on the agenda without any other Board input. After several other email requests for consideration I was stonewalled by the Board President ( who is serving his first year as President) on several other issues. On March 27, 2020 , feeling a over-abundance of frustration and realizing that our new President sadly had his own agenda, I sent a letter of resignation to the Board and the President, realizing that this was going to be a three year struggle on every front and I did not needing the stress going forward.  The President immediately responded saying only "Resignation accepted".

Right after the resignation letter was emailed I was bombarded by Shareholders who caught wind of the resignation who then texted, emailed, called and stopped by the house asking me to reconsider my resignation.  I felt like I let 222 people down, without a fight, so three days after I emailed the resignation letter I emailed another letter to the Board President as well as the rest of the Board asking to rescind the Resignation.  I received a immediate response from the President who said, in part, "you cannot put this genie back in the bottle, your resignation stands".  One of the other Board members sent another immediate email to the President stating, in part " you cannot make this decision it is a Board decision to accept his letter of rescind". And that is where it presently stands.

There were no Board Meetings since the time of March 27, the date of the resignation letter or March 30, the day of my letter to rescind the resignation, in fact the next Board meeting is scheduled for April 28, 2020 where I am certain the resignation letter will be on the agenda. My question is

1. Can the Board President ( on a Board of 5) act alone in accepting a resignation?

2. If a letter to rescind the resignation letter is sent 3 days after the resignation letter, without any Board meetings or Board action during the interim ,?

    is the resignation letter still a action for the Board to act on?

 

 

 

 

 

   

 

[Weldon Merritt]

Unless the bylaws provide otherwise (such as "a resiognation shall be effective when submitted"), a resignation is not effective until it is accepted by the proper authority. UIp until that time, the resignation can be unilatterally withdrawn by the submitter.

So the issue here is, who has authority to accept the resoighnation? I would be surpriosed if the president, alone, has that authoritty. More likely, it is the board. Do your bylawls sayanything about resignation or vacancy filling?

[Guest srqjim]

Thank you responding Mr. Merritt, and your opinion. The only thing our bylaws address is the filling of the vacancy which states "vacancies on the Board occurring between annual Shareholders meetings shall be filled by the remaining Directors electing a replacement to fill the vacancy". Our bylaws give no mention whatsoever to proper procedure not only for the resignation of a Board member, let alone who has the authority to accept the resignation. This particular situation is compounded by the President commenting to the other Board members that if I come back on the Board he will resign, thereby, to a degree, holding the other members hostage to the degree no one wants to fill the spot of President. This is my first year as a elected Board member and I am not comfortable with the ordination by fire on my first year, my thinking is that I have to learn to walk before I can run.

That being said, can the President now make his own motion, at our April 28 meeting to accept the resignation, or will the Board have to recognize the letter to withdraw the resignation as the standard ?  Thank you for any input, no one likes surprises and my intent is to take my chair at meeting on April 28th and fight for the Shareholders like I should have without resigning.

[Josh Martin]

1 hour ago, Guest srqjim said:

The only thing our bylaws address is the filling of the vacancy which states "vacancies on the Board occurring between annual Shareholders meetings shall be filled by the remaining Directors electing a replacement to fill the vacancy".

Based on this, it is the board which accepts resignations.

1 hour ago, Guest srqjim said:

That being said, can the President now make his own motion, at our April 28 meeting to accept the resignation, or will the Board have to recognize the letter to withdraw the resignation as the standard ?

The resignation is withdrawn. There is nothing left for the board to act on.

[Weldon Merritt]

I conmcur with Mr. Martin. Stick to your guns and don't let the president bully you.

If the president attenpts to submit your resignation to theboard for action at the next meeting (or another member moves to accept itr), raise a Point of Order that you have withdrawn your resignation so tehre is no pedning resignation to act on. If the president rules the point not well taken, then appeal his ruling.

Make sure you have a member ready to second your appeal, and that you have a majoroty of the board willing to vote against sustaining the president's ruling. If a majority is not willing to go against the president, there is nothing else you can do from a parliamentary standpoint.

One final thoughht: If the president folows through with his threat to resoign if you remain on the board, and he announces it at the meeting, immedaietly move to accept it.

 

[Atul Kapur]

2 hours ago, Guest srqjim said:

my intent is to take my chair at meeting on April 28th and fight for the Shareholders like I should have without resigning.

It does sound like you will have a fight on your hands, both to ensure that you are not forced off the board and in order to ensure that proper procedures followed during the meetings afterwards. Ideally, your board should receive some training in parliamentary procedure as what you described in your first post does not sound like it was proper. Even if the board does not accept that, you may want to consult a parliamentarian privately to ensure that you are as well armed as possible with the proper arguments and backed up by the proper references to RONR. Both the American Institute of Parliamentarians and the National Association of Parliamentarians have referral lists.