En masse resignation of entire Board of Directors

[Guest Bob Phippen]

At our annual general meeting, when the budget was presented, an amendment was was presented to change the budget to a lower amount. The amendment passed and as a result, 

the entire Board of Directors resigned en masse and left the table.  Control should have been then passed to an Oversite Committee and 2 of their 3 members then also resigned. The association lawyer, who was present for the meeting then took some control and then accepted another amendment to the original presentation which reverted back to the original budget amount which was then voted on and passed. At that time, the entire Board returned to the table and simply carried on with the rest of the meeting as if nothing untoward had happened. Is that legal? There were no "renominations" done nor any elections then held after this debacle.

[Rob Elsman]

A resignation is not effective until accepted, but, at the same time, the person resigning must not abandon the performance of his duties until there has been a reasonable opportunity for the resignation to be accepted.

I do not understand why the directors were sitting together at a table. During a general membership meeting, the board is not in session, and one might ordinarily think the directors would be scattered among the seats for the other members of the organization. At any rate, I would not blame this organization for expelling all these directors from the society for bullying their superior assembly.

[Josh Martin]

On 2/19/2024 at 2:08 PM, Guest Bob Phippen said:

At our annual general meeting, when the budget was presented, an amendment was was presented to change the budget to a lower amount. The amendment passed and as a result, 

the entire Board of Directors resigned en masse and left the table.

I would note that the next step would be for the resignations to be accepted. Unfortunately, it seems the organization neglected to do so.

On 2/19/2024 at 2:08 PM, Guest Bob Phippen said:

Control should have been then passed to an Oversite Committee and 2 of their 3 members then also resigned.

I can't speak to that. RONR has no "Oversight Committee." You'll have to look to your bylaws on that subject. Under the rules in RONR, if the President and all Vice Presidents resign (and those resignations are accepted), the assembly would elect a Chair Pro Tempore, who would preside until a new President is elected.

I would also note that, in these circumstances, it doesn't seem to me this "Oversight Committee" would be in charge for very long, since presumably new board directors would be elected fairly swiftly, since this was occurring at an annual meeting, where presumably elections were happening anyway.

On 2/19/2024 at 2:08 PM, Guest Bob Phippen said:

At that time, the entire Board returned to the table and simply carried on with the rest of the meeting as if nothing untoward had happened. Is that legal? There were no "renominations" done nor any elections then held after this debacle.

It seems permissible to me, if all a bit unusual and melodramatic. The membership never accepted the resignations. It would appear that the directors withdrew their resignations after the budget amendment was adopted.

Edited February 19, 2024 at 10:31 PM by Josh Martin

[Gary Novosielski]

I'm not clear whether elections were required, and if so whether they took place.

[Rob Elsman]

Apparently, the assembly fell for the stunt and the directors resumed their seats at the table as if nothing had happened. Nothing about elections is mentioned, so I assume none was required or conducted.

[Josh Martin]

On 2/20/2024 at 10:32 AM, Rob Elsman said:

Apparently, the assembly fell for the stunt and the directors resumed their seats at the table as if nothing had happened. Nothing about elections is mentioned, so I assume none was required or conducted.

The OP mentions “renominations,” so I wonder if this debacle happened after the regularly scheduled elections.

[Rob Elsman]

No, I think what is said is that the assembly took no action to proceed to elections to fill the vacancies of the so-called "resigned" board members.  The assembly, instead, fell for the stunt, gave the conspirators what they wanted, and went on with the meeting as if nothing had happened at all.

[Gary Novosielski]

Well, I suppose that a policy not to negotiate with terrorists can, strictly speaking, be complied with by total capitulation.