officer resigning and rescinding

[Guest Carolyn]

Our president resigned his position, effective July 31.  The board accepted his resignation, and posted in an email to members that his position would be up for election during our Annual Meeting on Aug. 3.  Since then, the president rescinded his resignation, and this was also accepted by the board.

It seems to me that this is in violation of section 35.6c of RONR, which says a resignation cannot be rescinded if the person who resigned was present (which he was) or he had already been told it was accepted (which was implied by the notice to the members).

Can we, as members, ask at Annual Meeting whether or not to accept his resignation?  Is there something else that can be done about it?

Our bylaws give our board the power to choose replacement members, but the replacements are to serve only until the next election.  Can the person who resigned then "unresigned" be considered a new appointee whose position must be voted on at the Annual Meeting?

Thank you all for your help.

[Richard Brown]

According to the rules in RONR, and particularly 35:5(c), a resignation which has been accepted "has been acted upon" and cannot be withdrawn or rescinded.  So, assuming your board has the authority to accept resignations and fill vacancies, and it appears it does, the resignation is final and cannot be withdrawn or rescinded. The board should not have permitted the resignation to be withdrawn or rescinded.

At the next meeting, or at the annual meeting, you or any member may raise a point of order that the resignation of the president became effective and final when the board voted to accept the resignation and that the board has no power to permit the resignation to be withdrawn or rescinded once it has been accepted.  If the chair rules that the point of order is not well taken, any two members may appeal to the assembly from the ruling of the chair.  The appeal requires a second and a majority vote to overturn the ruling of the chair.

It would not be in order for the membership at the annual meeting to accept the resignation for two reasons:  First, it was accepted by the board so it is already a done deal.  Second, even if you take the position that the chair could set aside the resignation, the president apparently did in fact withdraw (or attempt to withdraw) his resignation so there is no longer a pending resignation to accept. 

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Our bylaws give our board the power to choose replacement members, but the replacements are to serve only until the next election.  Can the person who resigned then "unresigned" be considered a new appointee whose position must be voted on at the Annual Meeting?

Nothing in RONR prohibits an officer who has resigned from a position from being re-appointed to it to fill the resulting vacancy. So,  if the board considers that he resigned but they then appointed him to fill the vacancy his resignation created, that would be legitimate as far as the rules in RoNR are concerned.  it is my opinion that it would be no different from appointing someone brand new to the position and if the bylaws require that such appointees serve only until the next election, then this person would be subject to the same rule and would have to be elected to the position at the annual meeting in order to continue to serve in that position.

One final point:  Back to your question of whether the board improperly permitted the president to "rescind" his resignation after they had accepted it.  The membership may have the authority to rescind the action of the board that purported to rescind the resignation. This would require a two thirds vote if done without notice or a majority vote if previous notice of the motion is given. It can also be rescinded by the vote of a majority of the entire membership. See RONR 35:7 (12th ed.).

Edited to add:  You might want to look at FAQ # 18 on the main website regarding withdrawing a resignation.  Note, however, that what is said there has to do with withdrawing a resignation before it has been accepted.  You will have to scroll down to question No 18 and then click on the "down arrow" to see the response to the question. https://robertsrules.com/frequently-asked-questions/#faqs

 

 

Edited July 15, 2024 at 02:49 AM by Richard Brown
Added last paragraph with link to FAQ # 18 on the main website

[Josh Martin]

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Our president resigned his position, effective July 31.  The board accepted his resignation, and posted in an email to members that his position would be up for election during our Annual Meeting on Aug. 3.  Since then, the president rescinded his resignation, and this was also accepted by the board.

It seems to me that this is in violation of section 35.6c of RONR, which says a resignation cannot be rescinded if the person who resigned was present (which he was) or he had already been told it was accepted (which was implied by the notice to the members).

Once accepted, the resignation cannot be rescinded.

The board could accomplish the same objective, however, by performing the following steps:

1.) The new President (the former Vice President) could also resign, and the board could accept that resignation.

2.) The board could elect the former President to fill the vacancy in the office of President, and elect the former Vice President to fill the vacancy in the office of Vice President.

So assuming that a majority of the board, including the President, supported all this, I would interpret this as being what happened.

I would agree with Mr. Brown, however, that a Point of Order and subsequent appeal may well be needed in order to get to this point.

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Can we, as members, ask at Annual Meeting whether or not to accept his resignation?

No. There is no longer any resignation to act upon.

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Is there something else that can be done about it?

I don't know quite what is meant by this. Speaking generally, I would suggest reviewing your bylaws to see what options there might be in this matter.

On 7/14/2024 at 8:03 PM, Guest Carolyn said:

Our bylaws give our board the power to choose replacement members, but the replacements are to serve only until the next election.  Can the person who resigned then "unresigned" be considered a new appointee whose position must be voted on at the Annual Meeting?

I haven't seen the exact wording of your bylaws on this matter, but based upon the available facts, I am inclined to think the answer is yes, and this would apply to the Vice President as well.

On 7/14/2024 at 9:37 PM, Richard Brown said:

Nothing in RONR prohibits an officer who has resigned from a position from being re-appointed to it to fill the resulting vacancy. So,  if the board considers that he resigned but they then appointed him to fill the vacancy his resignation created, that would be legitimate as far as the rules in RoNR are concerned.  it is my opinion that it would be no different from appointing someone brand new to the position and if the bylaws require that such appointees serve only until the next election, then this person would be subject to the same rule and would have to be elected to the position at the annual meeting in order to continue to serve in that position.

I agree, although I would add that given that this was a resignation from the office of President, the vacancy would automatically be filled by the Vice President, unless the bylaws specifically provide otherwise. So I think that the Vice President may well also be subject to this rule.

[Gary Novosielski]

On 7/14/2024 at 9:03 PM, Guest Carolyn said:

Our president resigned his position, effective July 31.  The board accepted his resignation, and posted in an email to members that his position would be up for election during our Annual Meeting on Aug. 3.  Since then, the president rescinded his resignation, and this was also accepted by the board.

It seems to me that this is in violation of section 35.6c of RONR, which says a resignation cannot be rescinded if the person who resigned was present (which he was) or he had already been told it was accepted (which was implied by the notice to the members).

Can we, as members, ask at Annual Meeting whether or not to accept his resignation?  Is there something else that can be done about it?

Our bylaws give our board the power to choose replacement members, but the replacements are to serve only until the next election.  Can the person who resigned then "unresigned" be considered a new appointee whose position must be voted on at the Annual Meeting?

Thank you all for your help.

If the rules in RONR apply, then as soon as the resignation was accepted, the Vice President became President, to serve for the unexpired remainder of the term of the office of president.  This created a vacancy in the office of Vice President, which should be filled according to your rules.  There is no longer any vacant presidential seat for the ex-President to be "restored" to.  

And besides, resignations, once accepted, can neither be rescinded nor withdrawn.