Resignations

[Need advice]

When does a resignation of a board member take effect ... when it is sent to all board members via email message or when it is voted on to accept the resignation at a board meeting?

 

[Joshua Katz]

When it is accepted by whatever body is empowered to accept it, which in this instance seems to be the board (hopefully).

[Need advice]

If there is not enogh board members left to fulfill a quorum, how do we accept those? As the acting Chair, can I accept them on behalf of the board, does the remaining members have to vote to accept them, or do we even have to vote to accept them?

 

[Joshua Katz]

Unless your rules state otherwise, a quorum is a majority of the actual, human, members of the board. So resignations should not make a quorum unattainable.

But, granted, until the resignations are accepted, they are members of the board, so they do increase the quorum requirement. Maybe you can ask them to show up so that their resignations can be accepted? If not, you have 2 ways to go. One, after a reasonable time has passed, they are deemed accepted, and the quorum requirement will come down accordingly. Two, the parent assembly can accept them.

But no, the acting chair (why are you acting chair? Is there no vice-chair who can become chair?) cannot accept on behalf of the board, just as you can't make any other decisions in place of the board.

This is all, of course, assuming that the board is the proper body to accept the resignations in the first place.

[Need advice]

we have no vice chair, just Chair and Recording Secretary per bylaws. If I request a Special meeting with 3 days notice to said board members can we vote to accept those resignations by conference call?

[Joshua Katz]

Only if your rules allow for both special meetings with 3 days notice and meetings by conference call. And see my discussion of quorum above. 

[Josh Martin]

1 hour ago, Need advice said:

When does a resignation of a board member take effect ... when it is sent to all board members via email message or when it is voted on to accept the resignation at a board meeting?

The latter.

20 minutes ago, Need advice said:

If there is not enogh board members left to fulfill a quorum, how do we accept those?

I would first note that it would be helpful to know exactly what the bylaws regarding quorum.

In any event, as has been previously noted, the resignation is not effective until it is accepted. So if the board had enough members to obtain a quorum prior to the resignations being submitted, it still has enough members to obtain a quorum.

If what you are suggesting is that the resigning members do not intend to show up and that, if they do not show up, a quorum will not be present, then it would seem prudent to persuade those members to show up for one last meeting for the purpose of accepting their resignations.

20 minutes ago, Need advice said:

As the acting Chair, can I accept them on behalf of the board, does the remaining members have to vote to accept them, or do we even have to vote to accept them?

The board must act on the resignations. This is often done by unanimous consent, but a vote would be taken in the event there is disagreement. This may only be done with a quorum present. The acting chair may not accept the resignations on behalf of the board.

7 minutes ago, Need advice said:

we have no vice chair, just Chair and Recording Secretary per bylaws. If I request a Special meeting with 3 days notice to said board members can we vote to accept those resignations by conference call?

Assuming that your bylaws permit meeting by conference call and permit special meetings to be called by you and with three days of notice, and also assuming that a quorum is present for the conference call, then yes.

Edited May 5, 2021 at 04:23 PM by Josh Martin