Resignations

[Tomm]

The Article of Incorporation state:

"Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors."

Question: How would the above effect a simple resignation of a Director? Must a successor be installed before the board can accept the resignation or can the board immediately accept the resignation with a 2/3rd's vote?

The difference between "and until" and "or until" a successor is installed is explained in Chapter 62 regarding the removal from office but that seems more about disciplinary action.

[Josh Martin]

On 3/16/2024 at 9:38 PM, Tomm said:

How would the above effect a simple resignation of a Director?

Not at all.

On 3/16/2024 at 9:38 PM, Tomm said:

Must a successor be installed before the board can accept the resignation or can the board immediately accept the resignation with a 2/3rd's vote?

It can be immediately accepted by a majority vote. (Generally, resignations are accepted by unanimous consent, but a majority is sufficient if there is disagreement for some reason.)

On 3/16/2024 at 9:38 PM, Tomm said:

The difference between "and until" and "or until" a successor is installed is explained in Chapter 62 regarding the removal from office but that seems more about disciplinary action.

Agreed. What is said in Section 62 is applicable to removal, not a voluntary resignation. The rules pertaining to resignations are found in RONR (12th ed.) Section 32, and the language you have cited has no effect on those rules.

[Tomm]

On 3/17/2024 at 8:32 AM, Josh Martin said:

the language you have cited has no effect on those rules.

Thank you for the clarification.