Verbal Resignation of Board Members

[Guest MyHoaBoard]

We recently had a board meeting where two board members verbally resigned, it is noted in the minutes that each resigned effective immediately and accepted by the remaining board members. 

Now, they one board member has decided two weeks later that they did not resign based on the fact that we don't have anything in our By-laws for resignation of board member.  What can we do, these two were very toxic to the functioning of our board??

[Josh Martin]

On 11/25/2022 at 1:42 PM, Guest MyHoaBoard said:

We recently had a board meeting where two board members verbally resigned, it is noted in the minutes that each resigned effective immediately and accepted by the remaining board members. 

Now, they one board member has decided two weeks later that they did not resign based on the fact that we don't have anything in our By-laws for resignation of board member.  What can we do, these two were very toxic to the functioning of our board??

You can inform the board member that the resignation has been accepted and that it is not necessary for the organization to have anything on resignations on its bylaws. Resignations are covered in Robert's Rules.

"If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing. 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 (12th ed.) 32:5

From the facts presented, it seems the board handled this matter properly, even making sure to accept the resignation (which is the step people usually forget). I don't see any basis for the board members to question the validity of the resignations.

Edited November 25, 2022 at 09:39 PM by Josh Martin

[Gary Novosielski]

On 11/25/2022 at 2:42 PM, Guest MyHoaBoard said:

We recently had a board meeting where two board members verbally resigned, it is noted in the minutes that each resigned effective immediately and accepted by the remaining board members. 

Now, they one board member has decided two weeks later that they did not resign based on the fact that we don't have anything in our By-laws for resignation of board member.  What can we do, these two were very toxic to the functioning of our board??

If the rules in RONR apply, resignations offered verbally in a meeting are valid, and can be accepted immediately.  The resignations are then fully carried out and final.  Once accepted they cannot be withdrawn.

There is no mechanism in RONR to reverse them under the conditions you describe.  The only way for those members to become board members again is to run for reëlection in the normal way.

 

[Guest MyHoaBoard]

Thank you so much both of you, as I was researching and felt I was going in circles.  This is very valuable the annual meeting is around the corner and this resigned board member is insisting still that she wants a special meeting. 

Can a non-board member call a special meeting? 

My understanding is no, but they can request to attend a regular board meeting and submit information for discussion.

[Josh Martin]

On 11/26/2022 at 3:03 PM, Guest MyHoaBoard said:

Can a non-board member call a special meeting? 

You will have to check your bylaws to see what they say regarding calling special meetings.

[Richard Brown]

On 11/25/2022 at 7:24 PM, Gary Novosielski said:

The only way for those members to become board members again is to run for reëlection in the normal way.

Or, depending on the vacancy filling provisions in the bylaws, to possibly be appointed by the board to fill the vacancy created by the member’s own resignation.  This will depend entirely upon the HOA’s vacancy filling provisions and possibly state law.

[Drake Savory]

On 11/25/2022 at 6:24 PM, Gary Novosielski said:

There is no mechanism in RONR to reverse them under the conditions you describe. 

If the position has not been filled, could a current member move to Rescind the acceptance of the resignation?

[Dan Honemann]

On 11/27/2022 at 4:47 PM, Drake Savory said:

If the position has not been filled, could a current member move to Rescind the acceptance of the resignation?

No.

[Josh Martin]

On 11/27/2022 at 3:47 PM, Drake Savory said:

If the position has not been filled, could a current member move to Rescind the acceptance of the resignation?

No, the acceptance of the resignation cannot be rescinded.

"The motions to Rescind and to Amend Something Previously Adopted are not in order under the following circumstances: ...
c) When a resignation has been acted upon, or a person has been elected to or expelled from membership or office, and the person was present or has been officially notified of the action. (The only way to reverse an expulsion is to follow whatever procedure is prescribed by the bylaws for admission or reinstatement. For the case of an election, see 62:16 regarding removal of a person from office.)" RONR (12th ed.) 35:6

What the board could do if the vacancy has not yet been filled would be to appoint this person to fill the vacancy (although from the facts presented, it doesn't seem like the board has any desire to have this person back on the board).

Edited November 28, 2022 at 01:36 AM by Josh Martin

[Gary Novosielski]

On 11/27/2022 at 4:47 PM, Drake Savory said:

If the position has not been filled, could a current member move to Rescind the acceptance of the resignation?

No, that would count as one of the mechanisms that don't exist.