Board member rescinds resignation

I am of the expectation that the board voted to accept or reject the withdrawl of the resignation.

Since the vote was one for and one against, the measure failed.

Realistically, there might not be anything you can do to get that individual back on the board until the next election.

A resignation is final if it has been done properly (in writing and delivered to either the president or the secretary). The board does not have to "approve it" since board service is voluntary, you can't force someone to continue if they don't want to. Nor can it be rescinded. If the person changes their mind after officially resigning, then the board would need to appoint them to the now vacant position - this does require a vote of the board.

Pro tip for board members: do not bat off angry emails to the rest of the board or resign in a huff. Emails are often considered "in writing" and thus a valid resignation. And once you're off the board, the rest of them may decide to appoint someone else. This is normal practice.

This is an HOA and yes I would like to see the Tennessee corporate status. I will add that she is the only one that doesn’t work so she handles a lot of board and community stuff. I’m a nurse and work 12 hour shifts and the president works and is out of the state or country for business. We don’t have the time that she does and she is crucial to the board. I did tell the president that I will have to resign, not as a threat, but to let him know that I/we don’t have the time to do what she has done. What will happen if it’s only the president on the board.

She said she was resigning on June 23rd due to differences with the president.
What is a director vs officer

Nicole, exactly what did she say? It makes a difference.

The board consists solely of directors. When a vote by the board is requested, only directors vote.

Officers assist the board. Officers have input but no vote.

When a person is simultaneously both a director and an officer, and when the board votes, the person is wearing his/her "director's hat."

Do your bylaws require that all officers be directors? Please quote exactly what requirements your bylaws give for a person to be a director. This will make a difference in determining the status of the woman who "resigned."

And then who will run the association??? Do you want a bunch of newbies in the job who may have no idea what to do or who to turn to for help because you're working, the president is out of state and the former board member - well who the hell knows?

I understand you're busy, but you and the president knew your schedules before you signed on, but left most of the donkey work to the third member, which isn't fair. No wonder she quit, especially if the president behaved like a brat and frankly, you're no better if you leave the board down to one person. Do you at least plan to recruit your replacement and perhaps jot down some notes (several) to help get that person up to speed on what you three were doing and why?

I understand it's difficult to do much else when you have a demanding job, but there's more to HOA board membership than showing up to a meeting once a month and deciding how to spend money. I would think you had some days off between those 12-hour shifts - even reading a few proposals for association work and making comments would be useful.

Technically, your "board" could run with one person, but if she's smart, she'll recruit two people to serve out your term and the term of the former board member. However, it's not just about finding a homeowner who can fog a mirror, as I said earlier, so if you and your neighbors leave everything to her and no one else steps up, all of you should shut your yap if she then does something you don't like.

Or....she'll get as fed up and meet the association attorney and discuss putting the association in receivership. If granted, a judge would appoint a receiver who would run the association. That person only answers to the judge and is mostly responsible for ensuring the bills get paid, so if assessments have to go way the hell up to pay the attorney fees, court costs, the association's routine expenses, depositing money in reserves, and the receiver's fee (it's not cheap), so be it. By the way, you and your neighbors, including the president and former board member, would have no say whatsoever in how the community is run.

Cathy had a great conversation (at least two) on her association, which was down to a tiny number of board members - read them and consider your next step carefully. You could have the president and former director meet with you and see if you (them) work out their differences - I suppose this could be considered an executive session or you can have an open meeting and everyone will hear about the drama. That could be a way to recruit new people so all of you can step down, but then work with them for a smooth transition.

Nicole, can you please send us the exact written words the director wrote to resign? If she didn't write it correctly, she still might be a director.

If she is a director AND she also is an officer, say, secretary, and meant to get away for the prez completely, she needed to write that she resigns as a director and as secretary of th xxx Association.

But, what size IS your association? Do you have a community manager?

That sounds unambiguous - she resigned.

Also: she s till is VP & sec'y OF your bylaws permit non-directors to be officers. My impression is that most do, but check yours.

So she resigned as director and lost all her power and now she's gonna come back with no voting power and do a lot of the work? That would be surprising!

A board member in our HOA threatened to resign, via email when I told her she should be in charge of a new project. I wrote a polite reponse back, but the truth is it would not effect how the HOA board runs as she just shows up for meetings and doesn't reduce the workload for the other board members.

The moral being if you threaten to quit the board but dont' do anywork anyways no one will really care.

I hope you realize that neither you nor the board can require a director to do work outside their duties as a director.

I don't think you'l be "liable" for anything, but at your next board meeting, you could make a motion something like: "Our Bylaws and TN require three directors. I move that we appoint the willing and experienced xxx [the one who resigned] as a director to comply with the law." Even if the prez fails to second it, or votes against it, you personally are on record as trying to comply with state statute and your Bylaws. (I'm not in any legal field)

Speaking of being "on record": Who will write meeting minutes? do you have a property/communty manager?

Per the nonprofit corporation act, the owners can call a special meeting and elect a new director.

You should inform the HOA attorney of what is going on and ask her/his advice.

Update: I spoke with our HOA attorney and she said because she rescinded her resignation within the two weeks she gave us and that we technically didn’t vote on it even though the president said he accepted her resignation, she is still part of the board. Obviously, the president is not happy but there is nothing he can do besides complain.

My blush is the resignation can be rescinded prior to it's effective date. Until it's effective date it is more "informational" versus effective.

As I understand it, the board member submitted the resignation around June 9, to be effective two weeks later on June 23. Then sometime during those two weeks before June 23, she rescinded the resignation before the resignation date.

So the resignation was rescinded before it become effective, so she is still part of the board. That seems to be the interpretation of the attorney.