Guest DAOhio Posted April 18, 2020 at 03:37 PM Report Share Posted April 18, 2020 at 03:37 PM A board member resigns and in less than a week wants to rescind his resignation. Due to conflict issues, the board decides to accept the resignation but will not rescind it. Does the resigned board member have any right to fight the board on this? Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted April 18, 2020 at 03:44 PM Report Share Posted April 18, 2020 at 03:44 PM Assuming the board is empowered to accept the resignation, once it has been accepted it is too late to rescind it. If the now-resigned member really wants to get back on the board, perhaps he can convince the board to appoint him to fill the vacancy, if the board has the right to fill vacancies. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted April 18, 2020 at 05:14 PM Report Share Posted April 18, 2020 at 05:14 PM When did the board accept the resignation? Before it was rescinded, or after? Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted April 18, 2020 at 05:50 PM Report Share Posted April 18, 2020 at 05:50 PM It's probably worth posting a link to https://www.robertsrules.com/faq.html#18 Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted April 18, 2020 at 08:37 PM Report Share Posted April 18, 2020 at 08:37 PM (edited) On 4/18/2020 at 10:37 AM, Guest DAOhio said: Does the resigned board member have any right to fight the board on this? If the board member withdrew his resignation before it was placed before the board for consideration (for instance, if he withdrew it before the board met), then he may withdraw it unilaterally. There is no longer any resignation for the board to accept. As a result, he is still a board member, notwithstanding any erroneous statement by the board to the contrary. If the board member tried to withdraw his resignation after it was placed before the board for consideration, but before it was actually accepted, then it would be at the board's discretion whether to permit the member to withdraw the resignation, and whether to accept the resignation. If the board member tried to withdraw the resignation after it was accepted, then it's too late - the member's resignation has already been acted on at that point and he couldn't withdraw it even if the board wanted to allow it. (Although the board could appoint him to the position again.) So there isn't really anything to fight about. The rules for all three situations are quite clear-cut. Either the board member is right and the board is wrong, or the board is right and the former board member is wrong. So the only remaining question is - when did the member withdraw the resignation? I would also note that all of the above assumes that the board has the power to fill vacancies (and as a result, the power to accept resignations). Is that correct? On 4/18/2020 at 10:44 AM, Bruce Lages said: Assuming the board is empowered to accept the resignation, once it has been accepted it is too late to rescind it. If the now-resigned member really wants to get back on the board, perhaps he can convince the board to appoint him to fill the vacancy, if the board has the right to fill vacancies. If the board doesn't have the power to fill vacancies, it probably doesn't have the power to accept the resignation either. They tend to go hand in hand. Theoretically, an organization could empower the board to accept resignations but leave filling vacancies to someone else, but I don't see that often in practice. Edited April 19, 2020 at 08:31 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 19, 2020 at 04:42 PM Report Share Posted April 19, 2020 at 04:42 PM (edited) On 4/18/2020 at 11:37 AM, Guest DAOhio said: A board member resigns and in less than a week wants to rescind his resignation. Due to conflict issues, the board decides to accept the resignation but will not rescind it. Does the resigned board member have any right to fight the board on this? It's not clear what order things happened in. Did the member withdraw his resignation prior to its acceptance by the board? In that case the acceptance was improper, since there was no longer anything to accept, and the member is still a member. But if the board accepted the resignation, and the member then had a change of heart, it is too late to withdraw it. Acceptance of a resignation is considered to be an accomplished fact as soon as it is passed, and cannot therefore be rescinded even if the board wished to do so. As others have noted, however, the Board, which presumably¹ has the power to accept resignations and fill vacancies, could appoint him to his vacant seat. __________ ¹Check your bylaws to make sure this is the case. Edited April 19, 2020 at 04:43 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
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