Board Member Changing Her Mind About Not Standing for Reelection

[Guest tbentonm3]

Our 9-member Board terms are 3 years ending at an August annual members' meeting. Each year 3 board members are elected. A Board member indicated orally at a June Board meeting that she did not wish to stand for reelection. The Board accepted this as fact and it is reflected in the June meeting minutes; the 2 other board members who terms also expire at the same time agreed to stand for reelection. The Board then convened a 3-member nominating committee who recommended an individual to the Board to fill the open position. The Board member who indicated that she did not wish to stand for reelection then changed her mind and now wishes to stand for reelection. Questions:

1. Did she actually resign?

2. If her resignation takes effect at a future date, i.e. at the August annual meeting, may she withdraw her resignation at any time prior to that date. In other words, may the board  alter the date of another director's resignation by "accepting" the resignation prior to the effective date of the resignation.

[Joshua Katz]

On 8/2/2024 at 4:59 PM, Guest tbentonm3 said:

1. Did she actually resign?

 

I don't see anything in your description that would indicate she did. Why would someone think that?

On 8/2/2024 at 4:59 PM, Guest tbentonm3 said:

2. If her resignation takes effect at a future date, i.e. at the August annual meeting, may she withdraw her resignation at any time prior to that date. In other words, may the board  alter the date of another director's resignation by "accepting" the resignation prior to the effective date of the resignation.

I'm still not seeing anything about a resignation. 

[Atul Kapur]

1. No. A resignation is leaving the office before the end of the term. She simply indicated that she did not intend to run for re-election.

2. No one is guaranteed re-election upon the expiration of their term. So your nominating committee should have proposed three names, one for each vacancy. They would have been free to choose the two incumbents who indicate an interest in serving another term, but would have been equally free to propose others.

In any case, if the rules in RONR apply, then after the nominating committee gives its report, the chair should call for nominations from the floor, at which point the third incumbent can be nominated or nominate herself. 

Edited August 3, 2024 at 12:31 AM by Atul Kapur

[Gary Novosielski]

On 8/2/2024 at 7:59 PM, Guest tbentonm3 said:

1. Did she actually resign?

2. If her resignation takes effect at a future date, i.e. at the August annual meeting, may she withdraw her resignation at any time prior to that date. In other words, may the board  alter the date of another director's resignation by "accepting" the resignation prior to the effective date of the resignation.

1. No.   Stating that one does not intend to seek reëlection is not the same as resigning from office.  This question is ripped from the headlines, where the current President of the United States has stated that the would not seek to be nominated but is still very much in office until the 20th of January.

2. There is no resignation to withdraw, since she did not resign.  And the fact that the board took note of her intentions did not have the effect of "accepting" anything.  If the rules in RONR apply, the board has no power to rule on nominations.  She is free to change her mind about running.   When the report of the nominating committee is delivered, the chair must call for additional nominations from the floor.  Even if you had rules that prevented her from gaining a nomination, she could let it be known that she sought the votes of members via write-in votes.

[Richard Brown]

I agree with my colleagues. The board member in question did not resign and there is no resignation to withdraw. She simply expressed her intention to not seek reelection. The nominating committee fulfilled its role and completed its responsibilities when it nominated someone else for the position and submitted its report.

If the member in question now wishes to seek reelection and if the rules in RONR apply, she may ask for someone to nominate her from the floor.  She may also ask for members to write in her name on their ballots if she is not nominated from the floor. 

Edited August 3, 2024 at 02:14 PM by Richard Brown
Minor edits in first paragraph

[Josh Martin]

On 8/2/2024 at 6:59 PM, Guest tbentonm3 said:

The Board then convened a 3-member nominating committee who recommended an individual to the Board to fill the open position. The Board member who indicated that she did not wish to stand for reelection then changed her mind and now wishes to stand for reelection.

The board member is free to change her mind.

It looks like you'll actually have a contest, and you'll have at least four candidates for the three positions - the three persons recommended by the nominating committee, and apparently at least one nomination from the floor. Congratulations.

On 8/2/2024 at 6:59 PM, Guest tbentonm3 said:

1. Did she actually resign?

No, she certainly did not resign. At no point did the board member indicate an intent to resign.

To resign is to relinquish your current office. The board member at no point did this. Rather, the board member indicated "she did not wish to stand for reelection," which relates to her intentions with regard to future office. That is not a resignation.

It also appears that the board member made this announcement before nominations had even occurred, so it seems to me that her announcement doesn't mean anything as a parliamentary matter. She was simply musing aloud as to her future intentions, and later changed her mind. No rule against that.

On 8/2/2024 at 6:59 PM, Guest tbentonm3 said:

2. If her resignation takes effect at a future date, i.e. at the August annual meeting, may she withdraw her resignation at any time prior to that date. In other words, may the board  alter the date of another director's resignation by "accepting" the resignation prior to the effective date of the resignation.

There is no resignation so there is nothing to withdraw and nothing to accept.

The board member indicated that "she did not wish to stand for reelection." This suggests to me that she intended to serve the remainder of her current term, but did not intend to seek re-election to another term. She has now changed her mind, which she is free to do, and will apparently run for re-election.

For future reference if and when a board member actually submits a resignation:

• The resignation may be withdrawn unilaterally until such time as the chair submits the question on the acceptance of the resignation to the assembly. (Specifically, the assembly with the power to fill the resulting vacancy.)
• After that point, the resignation may be accepted withdrawn only with the assembly's permission.
• After the resignation has actually been accepted, it is final and cannot be withdrawn. (The body with the power to fill the resulting vacancy could, however, achieve a similar objective by electing the person who had resigned to fill the vacancy.)
• If the resignation contains an effective date in the future, the resignation may be accepted prior to that date, however, this does not alter anything. The resignation does not take effect until a.) it is accepted or b.) the effective date specified in the resignation (if any), whichever happens later. The assembly cannot amend the resignation. It may only accept or reject the resignation which has been offered. The assembly cannot accept something which has not been offered.

Edited August 3, 2024 at 07:03 PM by Josh Martin

[Richard Brown]

On 8/3/2024 at 10:20 AM, Josh Martin said:

After that point, the resignation may be accepted only with the assembly's permission.

Did you perhaps intend to say, "After that point, the resignation may be WITHDRAWN only with the assembly's permission?

[Josh Martin]

On 8/3/2024 at 12:43 PM, Richard Brown said:

Did you perhaps intend to say, "After that point, the resignation may be WITHDRAWN only with the assembly's permission?

Yes.