Directors resignation

Our small rural HOA has run into a few problems we hope you maybe able to assist with solving.

Two of our newly elected Directors reconsidered serving and emailed in their letters of resignation. On the same day one Director then changed his mind again and emailed a notice rescinding his resignation. The second Director did the same several days later.

First question is whether these two “rescinding notices” are valid for retaining a seat on the Board or if these two Directors should be subjected to the rules for filling vacancies on the Board and re-vetted by the membership ?

Unfortunately, there are no specifications in the Bylaws for Rescinding a Resignation. To further complicate matters, it was pointed out at the last Board meeting; though the HOA is registered as a 501C non-profit with the Articles of Incorporation on file, the Bylaws were never approved by the board or membership.

At the last scheduled Board meeting the two Directors, who had resigned, sat in as Board members, changed the agenda at the meeting and made a motion to remove the one remaining original Director for what they decribed as: a “conflict of interest”, since the original Director was acting as the Treasurer and Road Manager (There was no other option available, due to the lack of volunteers for the Board and Officers positions, until now).

Are there any guidelines/ rules/regulations regarding operating an entity without ratified Bylaws?

Would the action by the two Directors to retain their seats and remove the third be valid?

Thank you .

Tom I would direct you to davis-stirling.com, this is a website run by attorneys specializing in HOA law in CA. There you can read the applicable statutes on things such as resignations, removal from office, by-laws, agenda etc.

As I understand it, once the agenda is set, its set and can't be changed to blindside someone. As NP pointed out a director elected by the homeowners can only be removed by the homeowners, the other directors can however remove them from their officer position.

To whom did they email their notices? Did the recipient have the authority to accept the resignation and did he/they actually accept it?

My thought is that if the remaining board members accepted the resignation by some sort of vote and notation in the minutes then it was a done deal. Otherwise, they are still on the board.



Your association is likely incorporated as a non-profit through the state. Status as a 501C can be granted only by the IRS. While I do not know the ins-and-outs of section 501C, generally it requires that the corporation be organized for some charitable or educational purpose. HOA's normally do not qualify.

As to the bylaws: how long has your association been in existence? If it has been longer than a few months since it was incorporated there is an argument to be made that the bylaws were constructively approved just by following them.

There is not much need to approve them at this point but if someone wishes to amend them then they need to be approved.



First, altering the agenda at the meeting is a violation of the Open Meeting Law. There was no emergency to justify the violation.

Second, if the third board member was elected by the members he cannot be removed by the other board members. Only the membership may remove a board member they elected.