Questionable Board Member Resignation

I will preface that I sit on a 5 person BOD.

On Wednesday the Board received an email from our Chairperson that he and 2 other Board members will be resigning and a letter forthcoming. The other Directors did not sign this email or state their agreement to it. Our Bylaws state that the vacancies can be filled by a majority vote of the remaining Board members. I voted with the remaining Board member to fill the vacancies.

I went back and reread the email and it reads as a statement of intent and not their actual resignation. Therefore the actions we took by filling the vacancies should be retracted. The other Board member refuses to acknowledge this. If anything we could accept resignation from the one Director but not all three and all Directors need to agree to actions without meeting and we never consulted the other two Directors.

Below are quotes from the email:

"Fred, Joe and I will be resigning from the Board of Directors."

"A formal letter of resignation from the Board of Directors is forthcoming."

Please let me know your thoughts as to whether we should retract our actions or they should stand?

Thanks in advance!

As Glen said, you should never accept any important decisions by email. Written and signed resignations is the proper way to handle this type of matter. Sometimes, a knee jerk reaction gets everyone in trouble after thinking takes over. Keep your fingers crossed that these guys actually do resign.

Adena:

There is certainly more to this story than you have provided.

Did this e-mail come as a surprise to you? Why would 3 members suddenly decide to walk away?

How long passed before you and the other remaining member filled these "perceived" openings?

And you just happened to have 3 people willing to jump right in? Just how did you recruit them?

IMO one board member cannot submit a resination for another member by e-mail. And at the very least I would have contacted all three of the parties and verified their individual intentions to resign.

3/5s of you board doesn't resign as a group without some reason that requires them to act together.

Have you heard from any of these members? If not for how long?

If in fact all three intended to resign theynshould have submitted written letters on their own.

Whether their departure is a positive or not simply cannot be determined with the information you provided.

IMO it might indicate other issues on your Board and property.

Many times when groups of baord members resign they are acting to make a statement. What did their actions tell YOU?

Adena:

Thank you for providing more details. The picutre is now more clear.

So to get this straight did the Chairperson you referred to in your first post that resigned is that also the President?

If so you seem to have had several issues solved by this resignation.

Are all 5 members of the Board now property owners rather than developer reps? Then in most cases that would be a positive.

If you have not done so I would make a note in the minutes of your next meeting that a resignation notice was recieved from A B &C and the board accepts their resignations. The board has appointed D E & F to fill those positions and move forward.

And good luck to you.