resignations

[Lauren Baxter]

 

Is it possible to withdraw a resignation after it has been submitted?

https://robertsrules.com/wp-content/themes/roberts-rules-association/dist/images/faq-arrow.svg

A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn—that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]"

A "Motion to accept the resignations of ..." was put before the Board and did not pass.

My question is:  How do we move forward?

Our bylaws state that, "Article XVI. Parliamentary Authority Section 1. The rules contained in Robert's Rules of Order Newly revised shall govern the Corporation in all cases to which they are applicable unless they are not consistent with these Bylaws. 

Our President states: "My understanding is your formal resignation from the Board is regulated in the order of controlling authority by Federal Regulation, then by Florida State regulation, then by the GCOJ Bylaws, then by Robert’s Rule." 

Can anyone here speak to this issue?

[Rob Elsman]

What exactly do you think is the issue?

[Atul Kapur]

More information is required.

Yes, the hierarchy of rules that applies to your organization does have laws (federal and state) highest, then the Bylaws of your organization, then any Special Rules your organization has adopted, then RONR.

But you have not told us whether there is anything in the superior documents that is in conflict with what is said in RONR.

What is the relevance of the quotation regarding withdrawal of a resignation to your situation? It does not sound like anyone attempted to withdraw the resignation; rather, it was not accepted.

As well, you haven't stated why the resignation was not accepted. This may be relevant.

[Lauren Baxter]

The resignations were tendered to and addressed to the President.  She accepted the resignations.  My reading is that she did not have the authority to accept.  The members resigning did not know that they had any other recourse.  Once a vote was taken at our board meeting and the resignations were "not accepted" the resigning Board members would like to withdraw their resignations.

[Atul Kapur]

The president does not have that authority under RONR. Is she claiming that there are different rules in a superior authority (federal or state law)? Many corporate laws say that the resignation is effective upon receipt, that is, no motion is required. However, she should be able to cite the applicable law to back up her position.

If the motion to accept the resignations was defeated, then the matter is dead and does not need to be withdrawn. RONR says that a resignation is a request. "By submitting a resignation, the member is, in effect, requesting to be excused from a duty." 32:5
By defeating the motion, the board denied the request. So it has been disposed of.

While it is unnecessary, I suppose that there is no harm to the person formally withdrawing their resignation, to ensure that there is no confusion as to its status.

 

 

[Rob Elsman]

So, who elected the board members? What body has authority to accept resignations from the board?

[Richard Brown]

Why did the board refuse to accept the resignations?  It seems there is more to this than we have been told.  btw, the resignations can still be withdrawn, but only with the consent of the board or whichever body is supposed to accept them.  But if the folks who resigned are determined to resign.... quit.... or at least quit their jobs, what are you gonna do about it?  Kidnap them and drag them to meetings and stand over them with a gun insisting that they do the jobs they are refusing to do?   If they are determined to quit, let them go, officially.  If there is a chance to work things out, they then get with it.  btw, you never said whether they resigned from elective offices or from membership.

Edited February 28, 2023 at 02:47 AM by Richard Brown
typographical correction as indicated in next to last sentence

[Josh Martin]

On 2/27/2023 at 2:53 PM, Lauren Baxter said:

A "Motion to accept the resignations of ..." was put before the Board and did not pass.

My question is:  How do we move forward?

Could you explain for what reason the board refused to accept the resignation? This is normally a formality.

On 2/27/2023 at 2:53 PM, Lauren Baxter said:

My question is:  How do we move forward?

I think it's difficult to answer this question without knowing why the board refused to accept the resignations. In other words, how does the board want to move forward?

On 2/27/2023 at 2:53 PM, Lauren Baxter said:

Our President states: "My understanding is your formal resignation from the Board is regulated in the order of controlling authority by Federal Regulation, then by Florida State regulation, then by the GCOJ Bylaws, then by Robert’s Rule." 

Yes, this is a correct statement. Is the President claiming there is some rule in federal or state law (or your bylaws) on this matter?

On 2/27/2023 at 3:25 PM, Lauren Baxter said:

The resignations were tendered to and addressed to the President.  She accepted the resignations.  My reading is that she did not have the authority to accept.

This is correct so far as RONR is concerned.

On 2/27/2023 at 3:25 PM, Lauren Baxter said:

Once a vote was taken at our board meeting and the resignations were "not accepted" the resigning Board members would like to withdraw their resignations.

At this point, the board members may withdraw their resignations only with the consent of the board. So if the board wants to let the members withdraw their resignations, the board may do so.

Edited February 28, 2023 at 02:35 AM by Josh Martin

[Atul Kapur]

On 2/27/2023 at 5:25 PM, Lauren Baxter said:

Once a vote was taken at our board meeting and the resignations were "not accepted" the resigning Board members would like to withdraw their resignations.

On 2/27/2023 at 9:34 PM, Josh Martin said:

At this point, the board members may withdraw their resignations only with the consent of the board. So if the board wants to let the members withdraw their resignations, the board may do so.

@Josh Martin, are you suggesting that the resignations (which are "requests to be excused") still are active once the board has decided not to accept them? It seems to me, as stated above, that the request has been disposed of.

It seems unfair that these individuals, having received a negative response, are now in some sort of Kafkaesque limbo: "We didn't accept your resignation but it cannot be withdrawn."
How long does that state of affairs continue? What future re-decision is going to happen to their requests to be excused from their duties/resignations?

[This assumes that the board is the body that has the authority to decide on accepting resignations and acknowledges that we still do not know why the board may have decided not to accept them but assumes that it was done purposefully and in good faith.]

[Josh Martin]

On 2/28/2023 at 12:25 AM, Atul Kapur said:

@Josh Martin, are you suggesting that the resignations (which are "requests to be excused") still are active once the board has decided not to accept them? It seems to me, as stated above, that the request has been disposed of.

It seems unfair that these individuals, having received a negative response, are now in some sort of Kafkaesque limbo: "We didn't accept your resignation but it cannot be withdrawn."
How long does that state of affairs continue? What future re-decision is going to happen to their requests to be excused from their duties/resignations?

[This assumes that the board is the body that has the authority to decide on accepting resignations and acknowledges that we still do not know why the board may have decided not to accept them but assumes that it was done purposefully and in good faith.]

The "state of affairs" continues until one of the following occurs:

• The resignations are accepted.
• The board members request to withdraw the resignations and this request is granted.
• The terms of the members end for some other reason, such as being removed from office, or the natural end of their term in office.

I would note, however, that the board members are excused from their duties now.

"The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted." RONR (12th ed.) 32:6

Since there was, in fact, an actual vote on accepting the resignations, it seems clear there was a reasonable opportunity for the resignations to be accepted. Therefore, it seems to me the board members are under no obligation to continue in the duties of their office unless they request to withdraw the resignations and the request is granted.

From the facts presented, my best guess is that the board members no longer wished to resign, and the board wasn't sure how to deal with that, so they responded by refusing to accept the resignations. So it seems to the situation can be resolved at the next board meeting by the board granting the requests to withdraw the resignations.

I will admit, however, that I am not at all certain of my reading of the rules on this matter, and I do think an alternative interpretation that resignations may be withdrawn unilaterally if the motion to accept the resignations is defeated is also reasonable. In this situation, if my guess is correct, that would be the end of it. That would raise some question as to what occurs if the members still wish to resign and the board later chooses to accept the resignations. I suppose the proper course of action would be a new motion to grant the request (unless the board changes its mind very quickly - the text notes that a negative vote can be reconsidered).

[Richard Brown]

Dr. Kapur raised an interesting and valid point. I had been pondering the same thing. It seems to me that an alternative interpretation may be that a resignation, being a request to be excused from a duty, is in the nature of a motion and that when the board declined to accept the resignations it in essence rejected the motions and the resignations are now dead just as much as any motion would be which has been defeated.  With that interpretation, there is nothing to withdraw just as with any other motion that has been defeated.

I’m not suggesting  that this is the correct or even the best interpretation, but I think it is a reasonable interpretation.  RONR does not tell us what the status is of a rejected letter of resignation.

I agree with Josh Martin when he says that per RONR 32:6 the members who were attempting to resign are now relieved of their duties because the organization has clearly had a reasonable opportunity to accept the resignations. 

This really seems like an awkward state of affairs and I would personally like to see the 13th edition clarify or modify its position on resignations. I believe there is much to be said in favor of those parliamentary authorities which say simply that resignations are effective upon receipt unless the resignation itself specifies a later effective date.

[Rob Elsman]

I am still not convinced that the board acted within the scope of its authority. Unless the governing documents provide otherwise, the authority to accept a resignation rests with the electing body. If these board members were elected by the general membership assembly, and the bylaws are silent about the power to accept a resignation, I would conclude that the board's action in rejecting these resignations is null and void.

[Guest Resignations]

I want to thank all of you who have answered.  It appears that the course of action to take is to vote on Withdrawal of Resignation request(s) if made to the Board. If not made the resignations go away, the members are suspended from duties, but continue on the Board either way. 

We voted because of our understanding that the Resignations needed to be accepted by the authority that voted the members in, which in our case is the whole Board. The President did not have the authority to accept without Board approval.

It is not a bad rule in and of itself.  It allowed the governing body (more than one person) to determine the advisability of acceptance, and a broader discussion of underlying issues.

[Gary Novosielski]

On 2/28/2023 at 9:51 AM, Guest Resignations said:

We voted because of our understanding that the Resignations needed to be accepted by the authority that voted the members in, which in our case is the whole Board.

Well, technically, I believe the resignations would be accepted by the authority empowered to fill the resulting vacancy.  It seems like a minor distinction, but the point is that it does not matter how the individual originally came to hold the position, but rather who has the power to appoint a successor.

With respect to resignation from membership as opposed to an office, a resignation can only be rejected if the member's dues payments are not up to date (see 32:8).

 

[Richard Brown]

On 2/28/2023 at 11:18 AM, Gary Novosielski said:

Well, technically, I believe the resignations would be accepted by the authority empowered to fill the resulting vacancy.  It seems like a minor distinction, but the point is that it does not matter how the individual originally came to hold the position, but rather who has the power to appoint a successor

I agree.  If the board is authorized to fill vacancies, it is authorized to accept resignations unless the society's rules provide otherwise.  47:57 RONR (12th ed.).

[Rob Elsman]

Upon additional clarification, it does seem that the board is empowered to accept the resignations.  As I understand it, the board has rejected the tendered resignations, so there is nothing left to withdraw.  The board has been given reasonable opportunity to accept the resignations, so the members are excused from the performance of their duties.  As things stand now, there are no vacancies to be filled, and there are no elections to be held until the terms of the affected members have expired.

Needless to say, this is an unfortunate outcome that may make it more difficult for the board to have quorate meetings going forward.

[Gary Novosielski]

I concur with the idea that if a resignation is rejected, the question is disposed of, and nothing remains to be withdrawn.

I base this on the characteristics [32:2] of the general motion: Request to be Excused From a Duty.  There is no indication there that any portion of the question remains undecided after the vote.  Once the person has been made aware of the outcome, the action has been carried out.   There is one exception in that even then, a vote to reject the request can be reconsidered, but if it is not, then the motion is lost (and presumably could be renewed).   And if it is reconsidered and subsequently adopted, then we're back to the previous situation, i.e., we're done.

[Rob Elsman]

From the facts given, @Gary Novosielski, it appears that the interval of time within which a motion to Reconsider could have been made has expired.

[Gary Novosielski]

On 2/28/2023 at 3:27 PM, Rob Elsman said:

From the facts given, @Gary Novosielski, it appears that the interval of time within which a motion to Reconsider could have been made has expired.

Oh, I'm sure it has in this instance.  And all the more reason to consider the outcome final.