Resignation

[T.W.]

 

Our Secretary resigned. Many of the BOD would like to figure out how to retain her. Here are what are bylaws say.

There was no discussion or vote,  only the President accepted her resignation. 

Can a motion be made to consider her resignation? Or reconsider? 

10.  Resignation and Termination. 

To resign, a Director will submit a written resignation to the Secretary. Resignation will not relieve a Board member of unpaid dues, or other charges previously accrued. Also, a Board member can have their Board position terminated by a two-thirds (2/3) vote of the existing Board of Directors if that member’s participation or presence is in direct conflict with the mission of the Organization. Any member of the Board of Directors may be removed with cause, at any time, with a request for resignation or by a two-thirds (2/3) vote of the members of the Board if in their judgment the best interest of the Organization would be served thereby. Each Director must receive official notification of the closed or emergency meeting regarding the proposed action at least three (3) days in advance of such meeting. A resignation or removal from the Board of Directors will be effective immediately, to include any officer position he/she may be filling (President, Vice President, Treasurer or Secretary).

5. Action Without Meeting.

The Board may, by written consent of a majority of Directors, ratify action taken through email without a meeting. Board action taken without a meeting will also be valid provided the President has consulted each member of the Board in writing and Board majority has approved the action.

 

[Josh Martin]

On 11/2/2022 at 12:17 PM, T.W. said:

Our Secretary resigned. Many of the BOD would like to figure out how to retain her. Here are what are bylaws say.

...

Can a motion be made to consider her resignation? Or reconsider? 

No, I don't think so. Under the rules in RONR, a resignation must be accepted by the body authorized to fill the vacancy before it becomes effective. Once the resignation has been accepted, it cannot be reconsidered or rescinded.

Your bylaws, appear to provide that a resignation is effective immediately upon submission. The rule states that a board member resigns by submitting a resignation to the Secretary and states that a resignation is effective immediately. There is no reference to any requirement for acceptance. (The section in question also contains rules for removal, but that is not relevant here.)

"To resign, a Director will submit a written resignation to the Secretary. Resignation will not relieve a Board member of unpaid dues, or other charges previously accrued... A resignation or removal from the Board of Directors will be effective immediately, to include any officer position he/she may be filling (President, Vice President, Treasurer or Secretary)."

So it would appear to me that, under your organization's bylaws, the resignation was effective immediately upon submission, and no acceptance by the board (or the President) was needed. As a result, I don't think there is any way to take back the resignation.

That doesn't necessarily mean, however, that there is no way to retain the former Secretary. There is now a vacancy on the board and in the position of Secretary. If those vacancies have not yet been filled, then it is certainly possible to appoint the former Secretary to fill those vacancies - assuming she is willing to serve.

What do your bylaws say regarding filling vacancies?

Edited November 2, 2022 at 06:27 PM by Josh Martin

[T.W.]

3.   Vacancies.
Any vacancy on the Board of Directors which occurs prior to the annual General Membership Meeting may be filled by a majority vote of the Board of Directors. The appointed Director will serve out the remaining term of the Director being replaced.
 

[T.W.]

Authority.

The Board of Directors will be responsible for the managing and directing of the affairs of the Organization. It will adopt and amend Bylaws; elect officers and prescribe their duties; fill vacancies on the Board for unexpired portions of any term; and, has the power to do, or require to be done, everything deemed necessary or expedient for the promotion and protection of the Organization not consistent with these Bylaws or the Articles of Incorporation. The Board will be responsible at its discretion to employ or discharge an Executive Director for the Organization, to prescribe duties and salary for said employee, and to approve guidelines recommended by the Executive Director for duties and salary of any additional employees. Board members will follow the “Responsibilities, Expectations, and Code of Ethics” (W-1) and the current “Board of Directors Job Descriptions” (W-2) documents.

 

[Shmuel Gerber]

On 11/2/2022 at 3:05 PM, T.W. said:

everything deemed necessary or expedient for the promotion and protection of the Organization not consistent with these Bylaws or the Articles of Incorporation.

I certainly hope that the bylaws don't actually say this. 😀

[T.W.]

On 11/2/2022 at 4:16 PM, Shmuel Gerber said:

I certainly hope that the bylaws don't actually say this. 😀

I copy and pasted

[Shmuel Gerber]

On 11/2/2022 at 4:47 PM, T.W. said:

I copy and pasted

Clearly the intent was to say "not inconsistent". The organization should adopt a bylaw amendment to straighten this out. Or, if the text was adopted with the correct wording but then a clerical error was introduced later, the secretary (once there is a secretary) should correct the document to reflect the accurate language. 

[Gary Novosielski]

On 11/2/2022 at 4:47 PM, T.W. said:

I copy and pasted

 

On 11/2/2022 at 5:04 PM, Shmuel Gerber said:

Clearly the intent was to say "not inconsistent". The organization should adopt a bylaw amendment to straighten this out. Or, if the text was adopted with the correct wording but then a clerical error was introduced later, the secretary (once there is a secretary) should correct the document to reflect the accurate language. 

The board has the power to amend the bylaws, which may have the effect of prohibiting them from doing so. 🤪

[Josh Martin]

On 11/2/2022 at 2:03 PM, T.W. said:

3.   Vacancies.
Any vacancy on the Board of Directors which occurs prior to the annual General Membership Meeting may be filled by a majority vote of the Board of Directors. The appointed Director will serve out the remaining term of the Director being replaced.

Well, then there you have it. Assuming the former Secretary is willing to serve, the board can appoint her to fill the vacancy.