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Board of Directors resignations


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Q 1) Our Board of Directors has seven directors, of which we have a Board Chair and Recording secretary. The Chair has set up a special meeting via zoom which will be open to the Officers and directors. That meeting was set to happen tomorrow, and now the Board chair has sent in their resignation via email to all of the direcors. We understand the Recording Secretary (per bylawsd) will assume the role of Chair, but what about the scheduled meeting? Since the Board has not voted to accept the resignation of the Chair, does the Chair still have responsibility of holding that meeting? 

Q 2) When a director attends a board meeting and verbally resigns during that meeting, (without a written request or not adding it to the agenda when asked for agenda adustments), and then suggests another person to fill the vacancy, can the board vote to accept the person to fill that vacancy? (If the person who was resigning was still in a voting capacity, was there actually a vacancy to fill?)

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1 hour ago, Need advice said:

Q 1) Our Board of Directors has seven directors, of which we have a Board Chair and Recording secretary. The Chair has set up a special meeting via zoom which will be open to the Officers and directors. That meeting was set to happen tomorrow, and now the Board chair has sent in their resignation via email to all of the direcors. We understand the Recording Secretary (per bylawsd) will assume the role of Chair, but what about the scheduled meeting? Since the Board has not voted to accept the resignation of the Chair, does the Chair still have responsibility of holding that meeting? 

Until the resignation is accepted, the individual in question is still Chair and still has all responsibilities associated with that office.'

1 hour ago, Need advice said:

Q 2) When a director attends a board meeting and verbally resigns during that meeting, (without a written request or not adding it to the agenda when asked for agenda adustments), and then suggests another person to fill the vacancy, can the board vote to accept the person to fill that vacancy?

No. Notice must be given of an election to fill a vacancy.

2 hours ago, Need advice said:

(If the person who was resigning was still in a voting capacity, was there actually a vacancy to fill?)

This part isn't an issue. A vacancy certainly can be filled in advance of the vacancy actually occurring. The problem is the lack of notice.

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