Dated resignation letter becoming effective if date is before next Executive Committe meeting or "immediately"?

[Guest Charles Fleischmann]

If an appointed and approved-by-member-vote Executive Director emails in their resignation between executive committee meeting dates, and the stated effective date is before the next scheduled Executive Committee meeting, and the ED separately notifies the member ship and ancillary organizations that they are no longer associated with the entity, have they resigned or does the EC have to formally accept the resignation before it becomes effective or legal?

[Josh Martin]

On 2/3/2024 at 10:38 AM, Guest Charles Fleischmann said:

If an appointed and approved-by-member-vote Executive Director emails in their resignation between executive committee meeting dates, and the stated effective date is before the next scheduled Executive Committee meeting, and the ED separately notifies the member ship and ancillary organizations that they are no longer associated with the entity, have they resigned or does the EC have to formally accept the resignation before it becomes effective or legal?

The body or person with the power to fill the resulting vacancy has the power to accept the resignation. So it certainly seems unlikely the Executive Director can accept the resignation. I'm not sure whether the Executive Committee could.

[Richard Brown]

This seems to me more of a legal question than a parliamentary one.  I am assuming that the Executive Director (ED) is an employee of the organization and that he is resigning from his position of executive director.  Whether his "resignation" becomes effective when submitted or at some other time and whether it must be accepted by someone or some body such as the executive committee depends more on state law and the provisions of his employment agreement than on RONR or parliamentary procedure.  RONR does not address employer-employee relations.

[Gary Novosielski]

On 2/3/2024 at 11:38 AM, Guest Charles Fleischmann said:

If an appointed and approved-by-member-vote Executive Director emails in their resignation between executive committee meeting dates, and the stated effective date is before the next scheduled Executive Committee meeting, and the ED separately notifies the member ship and ancillary organizations that they are no longer associated with the entity, have they resigned or does the EC have to formally accept the resignation before it becomes effective or legal?

Since a resignation is a request to be excused from a duty, I don't think it is technically possible to complete a resignation before there has been an opportunity for the request to be granted or refused. There are situations (admittedly rare) where a resignation would not be accepted, such as a member attempting to resigning while still owing past dues.

[Atul Kapur]

I agree with @Richard Brown that it is premature to respond until we get a better idea of the Executive Director's relationship with the organization; is the ED an  employee or simply an officer?

[Guest More information & thanks]

 

Gentlemen, thank you for the replies.

The ED gets a 1099. He was nominated by the executive board and voted in by the membership.

The job description of the ED in the Bylaws is "The Executive Board may appoint an Executive Director at compensation to be determined by Executive Board resolution, on an annual basis, with powers and duties to be determined by the Executive Board."

The Bylaws specify "The rules of parliamentary procedure as laid down in Robert’s Rules of Order, as revised, shall govern all meetings of the Association"

The Executive Board is a nine member Boards elected by the membership so we operate under the small group section or RONR. The ED is not a member of the executive committee nor a general member.

So I guess he is not an employee as the 1099 is for income from other than an employer, and he is not a member of the executive or general membership, he is simply a contractor? That being the case, if he turns in a resignation and ceases to perform as an ED, he is no longer the ED irrespective of whether the EB has met to accept his resignation?

[Josh Martin]

On 2/4/2024 at 4:22 PM, Guest More information & thanks said:

The ED gets a 1099. He was nominated by the executive board and voted in by the membership.

On 2/4/2024 at 4:22 PM, Guest More information & thanks said:

So I guess he is not an employee as the 1099 is for income from other than an employer, and he is not a member of the executive or general membership, he is simply a contractor? That being the case, if he turns in a resignation and ceases to perform as an ED, he is no longer the ED irrespective of whether the EB has met to accept his resignation?

I thank my colleagues for pointing out these details. I apparently overlooked in my initial response that it was the Executive Director who was resigning. I think perhaps I focused on just the word "director" and answered the question as if a board member was resigning.

As to the fact that this person receives a 1099, I believe my colleagues were using "employee" in a general, colloquial sense, in that the ED is person who is employed and paid by the association, and were not attempting to draw any distinction between an "employee" or "independent contractor" in the legal sense of those terms. Rather, they were drawing a distinction between a person who is employed by the organization, as opposed to a person who is an officer, director, or member of the organization.

If a person is employed by the organization - regardless of whether that person is, strictly speaking, an "employee" in the legal sense, I agree with my colleagues that how such a person may resign is a legal question, not a parliamentary one. Therefore, I have no answer to your questions.

If this is all simply a matter of technicalities, and your board wishes to ensure that this person's resignation is final in order to dot all the i's and cross all the t's, I suppose I would suggest that the board simply accept the resignation. It does not seem to me there is any harm in the board doing so, even if it is not strictly required. And if it is required, then you're covered.

On the other hand, if there is some disagreement between the board and the ED about whether this person is required to continue to perform his duties in the interim, and/or if the organization intends to seek compensation for the ED's failure to perform said duties, then I would advise that the board seek legal counsel on this matter.

Edited February 4, 2024 at 11:35 PM by Josh Martin

[Guest Again, thank you for the r]

Gentlemen,

Again, thank you for taking the time to consider and respond to my questions. They are very helpful.

Gentlemen, thank you for the replies.

The ED gets a 1099. He was nominated by the executive board and voted in by the membership.

The job description of the ED in the Bylaws is "The Executive Board may appoint an Executive Director at compensation to be determined by Executive Board resolution, on an annual basis, with powers and duties to be determined by the Executive Board."

The Bylaws specify "The rules of parliamentary procedure as laid down in Robert’s Rules of Order, as revised, shall govern all meetings of the Association"

The Executive Board is a nine member Boards elected by the membership so we operate under the small group section or RONR. The ED is not a member of the executive committee nor a general member.

So I guess he is not an employee as the 1099 is for income from other than an employer, and he is not a member of the executive or general membership, he is simply a contractor? That being the case, if he turns in a resignation and ceases to perform as an ED, he is no longer the ED irrespective of whether the EB has met to accept his resignation?

[Josh Martin]

On 2/5/2024 at 9:40 AM, Guest Again, thank you for the r said:

So I guess he is not an employee as the 1099 is for income from other than an employer, and he is not a member of the executive or general membership, he is simply a contractor? That being the case, if he turns in a resignation and ceases to perform as an ED, he is no longer the ED irrespective of whether the EB has met to accept his resignation?

Robert's Rules of Order has no answer to your question. Your question is beyond the scope of RONR and this forum.

If a person is employed by the organization - regardless of whether that person is, strictly speaking, an "employee" in the legal sense, I agree with my colleagues that how such a person may resign is a legal question, not a parliamentary one. Therefore, I have no answer to your questions.

If this is all simply a matter of technicalities, and your board wishes to ensure that this person's resignation is final in order to dot all the i's and cross all the t's, I suppose I would suggest that the board simply accept the resignation. It does not seem to me there is any harm in the board doing so, even if it is not strictly required. And if it is required, then you're covered.

On the other hand, if there is some disagreement between the board and the ED about whether this person is required to continue to perform his duties in the interim, and/or if the organization intends to seek compensation for the ED's failure to perform said duties, then I would advise that the board seek legal counsel on this matter.

Edited February 5, 2024 at 04:09 PM by Josh Martin