Board director rescinds his resignation

Hi, It came to puzzle me a bit that one of our previous director who officially resigned from board directorship 13 days ago came back to announce that he is rescinding his earlier resignation and re-holding his directorship. I have checked our bylaws and found no provision for "rescinding resignation" once resigned from board membership. According to the bylaws, one's resignation becomes effective immediately after the board or the president receives one's signed resignation letter. I wonder if there is any related legal provision for rescinding resignation in CA or even U.S.? If no, how do we handle this matter properly? Thanks for your advice.

Found another useful link

http://www.davis-stirling.com/MainMenu/MainIndex/WithdrawalofResignation/tabid/1367/Default.aspx

davis-stirling.com is a great resource. Take the time and effort to read the applicable Civil and Corporation code. In CA, if a board member resigns with out giving an effective date, the resignation is effective when it is received by the board. If I say I'm going to resign effective 1 April 2011, I have until then to withdraw the resignation. If I merely say "I resign" it is immediate. In my association, we had a board member resign without an effective date. Another member resigned prior to that, This left a 5 person board with 3 people, making it a requirement for quorum purposes to have all three present. Two of the existing board members were in lock step together. They didn't know the rules, and kept trying to schedule a Thursday meeting on the Monday or Tuesday of the same week (have to give 4 day notice to the membership of a meeting, so the timeline didn't work). The one board member then "rescinded" her resignation and was listed in the minutes as a "Board member present." She then submitted her "resignation" once she knew all 3 board members were present.

The problem--corporations have to have accurate meeting minutes. A complaint was filed with the Public Inquiry Unit of the CA Attorney General's office, who sent an inquiry letter which had to be answered by legal counsel. Bottom line--embarrassing and costly.

You have to follow the rules--that's called the Duty of Obedience which is required under Fiduciary Duty (Loyalty and Care being the other two).

Once the resignation is accepted, the person who resigns can't recind the motion to accept.

That must be done with a vote of the board. And recinding a motion usually takes 2/3 to pass.

This is why it's VERY important to log these events in the minutes.