Jayadev Posted July 27, 2020 at 05:19 PM Report Share Posted July 27, 2020 at 05:19 PM In our 16 members of baord of trustess 6 trustees resigned. Our bylaws does say anything about resignations how to accept or not. My questions is if the board is not accpeting the resignations what will happen? Do they continue? if so how long? Thanks in advance Quote Link to comment Share on other sites More sharing options...
Jayadev Posted July 27, 2020 at 05:31 PM Author Report Share Posted July 27, 2020 at 05:31 PM 11 minutes ago, Jayadev said: Our bylaws does say anything about resignations Sorry typo our bylaws does not say Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted July 27, 2020 at 05:38 PM Report Share Posted July 27, 2020 at 05:38 PM 12 minutes ago, Jayadev said: In our 16 members of baord of trustess 6 trustees resigned. Our bylaws does say anything about resignations how to accept or not. Do the bylaws say who fills the vacancies? 13 minutes ago, Jayadev said: My questions is if the board is not accpeting the resignations what will happen? Do they continue? if so how long? The following response assumes the board is the proper body to accept the resignations. If the resignations are not accepted, then I suppose the board members will technically continue serving indefinitely until either a) the resignations are accepted, b) the trustees are removed through disciplinary procedures, or c) their terms of office end. It should be noted, however, that as a practical matter you can't really force someone to continue serving in an office if they don't want to. So you'll be stuck with six trustees who presumably aren't showing up at meetings or doing anything else. While this is a bad idea in any event, it seems especially foolish in this case, since there are so many resignations that it constitutes a pretty big chunk of the board, which could make it difficult to obtain a quorum for meetings. Usually, unless you can persuade the officer to continue serving, the only reason to refuse a resignation is if you intend to remove the officer through disciplinary procedures instead. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted July 27, 2020 at 06:03 PM Report Share Posted July 27, 2020 at 06:03 PM 31 minutes ago, Jayadev said: Our bylaws does say anything about resignations how to accept or not "By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion 'that the resignation be accepted.' ” RONR 11th ed., p. 291, line 6-9 That motion accepting the resignation is a variation of the motion Request to be excused from a duty, which is dealt with on pages 289-292. 17 minutes ago, Josh Martin said: The following response assumes the board is the proper body to accept the resignations. "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example on p. 578, ll. 11-15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." RONR 11th ed., p. 467, line 25-35 So you need to check your bylaws to see what are the powers of your board to determine whether your board is empowered to accept the resignation and fill the resulting vacancy or whether you need to wait for a general meeting. Quote Link to comment Share on other sites More sharing options...
Jayadev Posted July 27, 2020 at 06:39 PM Author Report Share Posted July 27, 2020 at 06:39 PM 51 minutes ago, Josh Martin said: Do the bylaws say who fills the vacancies? . Thanks for your respone . Yes If any vacancy occurs the board can fill with te simple majority for the left over term of resigned trustee Quote Link to comment Share on other sites More sharing options...
Jayadev Posted July 27, 2020 at 06:42 PM Author Report Share Posted July 27, 2020 at 06:42 PM 36 minutes ago, Atul Kapur said: So you need to check your bylaws to see what are the powers of your board to determine whether your board is empowered to accept the resignation and fill the resulting vacancy or whether you need to wait for a general meeting. Thanks Atul. Yes our board is empowered to accept resignatons and fill the vacancies Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted July 27, 2020 at 07:17 PM Report Share Posted July 27, 2020 at 07:17 PM 36 minutes ago, Jayadev said: Yes If any vacancy occurs the board can fill with te simple majority for the left over term of resigned trustee Okay. In that event, the board is also the body which has the power to accept the resignation. Also... why is this question being asked anyway? Is it because there is simply a lag in time until the board can meet and accept the resignations? Or is the board actually considering refusing to accept the resignations? If so, why? Quote Link to comment Share on other sites More sharing options...
Jayadev Posted July 27, 2020 at 07:34 PM Author Report Share Posted July 27, 2020 at 07:34 PM 13 minutes ago, Josh Martin said: Okay. In that event, the board is also the body which has the power to accept the resignation. Also... why is this question being asked anyway? Is it because there is simply a lag in time until the board can meet and accept the resignations? Or is the board actually considering refusing to accept the resignations? If so, why? Board is divded and just curious to know what is the next step if they donot accept. Thanks Josh. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted July 28, 2020 at 02:12 PM Report Share Posted July 28, 2020 at 02:12 PM 18 hours ago, Jayadev said: Board is divded and just curious to know what is the next step if they donot accept. Okay, but why do some board members want to refuse to accept the resignations? It might matter for next steps if they do not accept. Quote Link to comment Share on other sites More sharing options...
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