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Officer resignation

Started by MichaelT21 • 17 replies • 444 views

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MichaelT21 (Arkansas)
Posts: 501
Posted:
We had an officer resign this morning from the officer position but not the Board position.

I'm wondering the proper procedure. Do I as President accept the resignation? Being an officer is at an-will position where one can resign at any time. Or do we as a Board need to vote to accept the resignation? I don't see how we could reject the resignation.

Just wondering what proper protocal is in this situation.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
I would accept the resignation and then coordinate a vote amongst the board members who wants the position. Officers are usually positions made from within the board.
Former HOA President
KerryL1 (California)
Posts: 14,550
Posted:
What do your bylaws say, Michael? Or WA corporations code? CA Corps. Code say that no acceptance by the board is needed. The resignation must be in writing and is simply acknowledged by the Board at the next meeting. Our Bylaws say the a same thing.

There are two things our HOA's most ignorant board members alway think that they know need a motion, 2nd, & vote: Approving meeting minutes, which can be done a much quicker way, and "accepting" officer resignations.

Why, MichaelT. would you think the prez alone would "accept" a resignation acceptance is required?
MichaelT21 (Arkansas)
Posts: 501
Posted:
Quote:
Posted By KerryL1 on 07/09/2022 2:01 PM

Why, MichaelT. would you think the prez alone would "accept" a resignation acceptance is required?

I didn't necessarily "think" anything. I wasn't sure the best way to proceed so that is why I asked the question here.
KerryL1 (California)
Posts: 14,550
Posted:
Do your bylaws or WA corp. code help, MichaelT?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Accept the resignation and call for a BOD Election or ask if anyone on the BOD is interested in the position. If only one BOD Member says yes, let them have it. No election needed. If two or more say yes, put them to a vote among the BOD.
JeffT2 (Iowa)
Posts: 880
Posted:
Quote:
Posted By KerryL1 on 07/09/2022 3:51 PM
Do your bylaws or WA corp. code help, MichaelT?

I think Kerry is on to something here. The nonprofit laws in many states say that a resignation is effective upon delivery to the corporation. In other words there is no such thing as accepting or not accepting a resignation. It is an easy look up. What do the laws say in Washington?
KerryL1 (California)
Posts: 14,550
Posted:
I'm starting to realize that MichaelT doesn't seem to want to check his own Bylaws or WA corps. code for some reason.
MichaelT21 (Arkansas)
Posts: 501
Posted:
Quote:
Posted By KerryL1 on 07/10/2022 10:48 AM
I'm starting to realize that MichaelT doesn't seem to want to check his own Bylaws or WA corps. code for some reason.

Our bylaws don't cover the details of how a president should handle a resignation. I have no interest in looking up washington state nonprofit corporation act.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By MichaelT21 on 07/10/2022 11:17 AM
Posted By KerryL1 on 07/10/2022 10:48 AM
I'm starting to realize that MichaelT doesn't seem to want to check his own Bylaws or WA corps. code for some reason.


Our bylaws don't cover the details of how a president should handle a resignation. I have no interest in looking up washington state nonprofit corporation act.

You handle it by accepting it. This is not rocket science.
KerryL1 (California)
Posts: 14,550
Posted:
As Jeff noted above, JohnC, there is often no need to "accept" the resignation. In CA, and I'm sure in many states in operation codes, the person resigning simply needs to send an email to the PM or board prez and state they're resigning + effective date. That info is simply announced at the next board meeting & recorded in the minutes.

But MichaelT won't even look up WA corp. code on this topic. It's really easy, MichaelT and part of your job as CEO.
JeffT2 (Iowa)
Posts: 880
Posted:
Quote:
Posted By JonJ2 on 07/11/2022 3:41 PM
Posted By MichaelT21 on 07/10/2022 11:17 AM
Posted By KerryL1 on 07/10/2022 10:48 AM
I'm starting to realize that MichaelT doesn't seem to want to check his own Bylaws or WA corps. code for some reason.


Our bylaws don't cover the details of how a president should handle a resignation. I have no interest in looking up washington state nonprofit corporation act.

You want to hold other volunteers accountable, but are you willing to put in the hard work to learn what you don't know? RCW 24.03A.595

Yep, the answer to your question is right there in that section.
KerryL1 (California)
Posts: 14,550
Posted:
Note MichaelT unsurprisingly assumes the president handles a resignation. But, only the board "handles" the resignation at an open meeting.
MichaelT21 (Arkansas)
Posts: 501
Posted:
Quote:
Posted By KerryL1 on 07/11/2022 5:20 PM
Note MichaelT unsurprisingly assumes the president handles a resignation. But, only the board "handles" the resignation at an open meeting.

I didn't assume anything. I asked the question here as to how it should be handled. I asked because I did not know.

Eventually, I did look in the by-laws and see that the resignation does not have to be accepted and can be made either to the President individually or the Board as a whole. Didn't know that this level of detail was called out in the by-laws.

Our combined by-laws/CC&Rs is 93 pages long. I have read through it cover to cover at least 5 times, but there are a lot of nuances that I don't catch.
MaxB4
Posts: 3,513
Posted:
You could have found that like the poster from Washington DC. That is what a CEO does.
KerryL1 (California)
Posts: 14,550
Posted:
But the Bylaws section is much shorter, right, MichaelT? And that's where you'd find this info.

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