Resignation of Board Member President

[Guest Scott]

Two of our board members have resigned, one being the President. Our bylaws allow for a special meeting be called to fill a vacancy promptly by either the President or 3 board members. 2 board members have called for the election. The homeowners are requesting a special election, other board members are silent. Since the President is resigning it seems a conflict of interest to call the meeting regarding his own resignation. In this case, although his resignation would not be accepted until the special meeting he did request it be handed promptly, does the his presidency default to the Vice-President and then the Vice-President acting President could call the special meeting so business can continue? 

[Dan Honemann]

On 9/26/2023 at 2:41 PM, Guest Scott said:

Two of our board members have resigned, one being the President. Our bylaws allow for a special meeting be called to fill a vacancy promptly by either the President or 3 board members. 2 board members have called for the election. The homeowners are requesting a special election, other board members are silent. Since the President is resigning it seems a conflict of interest to call the meeting regarding his own resignation. In this case, although his resignation would not be accepted until the special meeting he did request it be handed promptly, does the his presidency default to the Vice-President and then the Vice-President acting President could call the special meeting so business can continue? 

I can't think of any reason why your President should not feel free to call for the special meeting. 

[Guest Scott]

Mr Honemann, thank you. Our president wrote:  “Please accept and approve my resignation from the board and all committees as soon as practicable.”  He has not attended any board or committee meeting since July, when he was appointed President. He feel he has no future obligations and will not take any further tor responsibilities. Could the Vice-President just take over?  

[Dan Honemann]

On 9/26/2023 at 3:20 PM, Guest Scott said:

Mr Honemann, thank you. Our president wrote:  “Please accept and approve my resignation from the board and all committees as soon as practicable.”  He has not attended any board or committee meeting since July, when he was appointed President. He feel he has no future obligations and will not take any further tor responsibilities. Could the Vice-President just take over?  

No, your President is still your President.

You said that he has requested that his resignation be acted on promptly.  Tell him that the way to accomplish this is for him to call a special meeting for this purpose.

[Gary Novosielski]

On 9/26/2023 at 2:41 PM, Guest Scott said:

Two of our board members have resigned, one being the President. Our bylaws allow for a special meeting be called to fill a vacancy promptly by either the President or 3 board members. 2 board members have called for the election. The homeowners are requesting a special election, other board members are silent. Since the President is resigning it seems a conflict of interest to call the meeting regarding his own resignation. In this case, although his resignation would not be accepted until the special meeting he did request it be handed promptly, does the his presidency default to the Vice-President and then the Vice-President acting President could call the special meeting so business can continue? 

You say that the President has resigned, but later say that the President is resigning,  It matters which is the case.

If the President has resigned, and the resignation has been accepted, then the Vice President if any is now president, and may call the special meeting to fill the vacancies caused by the reignation of the other board members and the new vacancy in the office of Vice President caused by the automatic succession,.

If the President is in the process of resigning, or has submitted a resignation to be effective at a future time, then the current president can call the special meeting.  There would be no conflict of interest simply by calling the meeting.  The fact that a meeting is needed can't even be considered controversial.

Edited September 27, 2023 at 12:39 AM by Gary Novosielski
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[Josh Martin]

On 9/26/2023 at 1:41 PM, Guest Scott said:

Two of our board members have resigned, one being the President. Our bylaws allow for a special meeting be called to fill a vacancy promptly by either the President or 3 board members. 2 board members have called for the election.

From the facts presented, it sounds like the special meeting has not yet been properly called.

On 9/26/2023 at 1:41 PM, Guest Scott said:

Since the President is resigning it seems a conflict of interest to call the meeting regarding his own resignation.

I disagree. It seems to me to be perfectly consistent with the President's duties to call a meeting when necessary.

I am also unclear on why there is believed to be any "conflict of interest" in this regard. Accepting a resignation is generally a fairly routine task that is granted without objection. Is there some reason why this is not the case in this particular situation?

On 9/26/2023 at 1:41 PM, Guest Scott said:

In this case, although his resignation would not be accepted until the special meeting he did request it be handed promptly, does the his presidency default to the Vice-President and then the Vice-President acting President could call the special meeting so business can continue? 

No.

But the Vice President is, presumably, a board member. So the Vice President could join the other two board members in calling the special meeting - unless the Vice President is one of the two board members who have already called for a special meeting.

If the President wants his resignation to be handled promptly, then it seems to me he should call a special meeting.

On 9/26/2023 at 2:20 PM, Guest Scott said:

Mr Honemann, thank you. Our president wrote:  “Please accept and approve my resignation from the board and all committees as soon as practicable.”  He has not attended any board or committee meeting since July, when he was appointed President. He feel he has no future obligations and will not take any further tor responsibilities. Could the Vice-President just take over?  

No, the Vice President cannot take over until the resignation is accepted.

This doesn't need to be difficult. Go ahead and draft all the language for the call of the meeting for him, and say "Send out this call for a special meeting, and we'll approve your resignation."

Edited September 26, 2023 at 10:12 PM by Josh Martin

[Dan Honemann]

On 9/26/2023 at 6:11 PM, Josh Martin said:

This doesn't need to be difficult. Go ahead and draft all the language for the call of the meeting for him, and say "Send out this call for a special meeting, and we'll approve your resignation."

And you may want to include in the notice, as business to be conducted in addition to acceptance of the resignations, language to the effect that, if the resignations are accepted, elections will then be held to fill the resultant vacancies in the offices of Vice-President and director (unless your governing documents direct otherwise).