President Resignation

Yesterday, our HOA Board President sent an email to all Board members stating that effective immediately, she was resigning from the Board due to demands of of other issues in her life. Now another Board member tells me that the resigned Board President is reconsidering her decision to resign.
dialoge in an Executive meeting where one Board member in frustration verbally stated, "! quit."The next day after thinking about what she had done, she sent an email stating she acted hastily and wanted to withdraw her statement about resigning. At that time, the Board's lawyers advised that once a resignation is made, it can't be rescinded.

Any appropriate guidance for a CA Board that I can share?

thank You.

The resignation letter said "effective immediately." I guess if she's likeable person, we overlook the lawyer's advice when this happened previously with another Board member's previous verbal resignation. We were advised then by the attorney that once a resignation is submitted (verbally, or in writing), it can't be rescinded. Am I to assume that this resignation can, in fact, be overlooked simply because other Board members want/support a decision for her to stay? Nothing I can find in the bylaws says anything about the resignation being accepted to be effective.

Bruce,
It is your Board's responsibility to make a reasonable business decision. I can not appreciate why an attorney's opinion was requested. Verbal resignations should be ignored. The President's email (written) resignation can be accepted by the Board or it can be ignored and welcome her back.

I agree with a previous poster who said it was a "Tempest in a Teapot!" I have no axe to grind either way. My concern is to be consistent in Board actions. When a previous Board member verbally resigned, and on the following day sent an email recanting her resignation decision made under an emotional stress, the Board's position was no, she's gone. Now, faced with another case of changing one's mind, a couple of Board members seem to be leaning on overlooking this written resignation and welcome her back. Apparently, how the Board acted in a previous resignation scenario is being ignored this time around. What a mess and what a thankless job!

Or go ahead and accept the resignation. The remaining Board members then need to appoint a replacement to fill the unexpired term. Any reason why the replacement can't be the same person?

Hey everyone, I appreciate the comments. Still think it's a thankless job fraught with pitfalls. Ah, but somebody has to do it, right? We had a meeting earlier tonight to discuss this issue and turns out the President didn't really mean to resign from the Board, but instead was trying to convey that she felt overwhelmed, intimidated, unsure etc. in her role as President and she didn't word her email very succinctly. She intended to state she wanted to resign her role as President, but really did want to continue serving on the Board, but in a different capacity. So a majority of the Board overlooked her clearly worded letter of resignation. So musical chairs were played, roles were transferred. Now everybody can play in a different rice bowl. Some went home happy thinking all was right with the world, me, I just went home, shaking my head, wondering what will be the next trial and tribulation in "River City."

No, Susan, a resignation does not have to be "accepted" to be effective. There is no such criteria for an outright resignation. Such acceptance is only necessary if it is offered subject to acceptance (or other conditions), not if it is tendered outright.

A person cannot be made to perform a job against his or her will in this day. That is called slavery. I cannot be forced to serve as an officer of a corporation against my will.

In the situation at hand, as long as the board of directors has not yet acted on the resignation, the individual is able to resume the position at the discretion of the board, as if no resignation had taken place.

Acceptance of the resignation is a way in which the board "acts" on a tendered (outright)resignation or offered (one with terms or conditions) resignation. Another way the board "acts" on a resignation would be to appoint the vice president as president.

Let me quote from some standard boilerplate bylaws:

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

The so-called legal advice mentioned in the original post is quite simply wrong.

George - you quoted:

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

To me, that quote means that I can send a letter to the board, resigning effective Oct. 1. However, the Board meeting is not until Oct. 15.

Still, the "effective date" remains Oct. 1.

This is a basic CYA for me, because I don't want to be responsible for anything that happens or needs to be done from Oct. 1 to Oct 15.

Some boards will call an emergency meeting to accept the resignation and make appointments or elections, depending on the post.

I think that a motion to accept the resignation is in order. This frees the board to make arrangements for filling the post. The effective date can be the call of the person who is resigning, but the board still needs to make it a part of the business of the meeting by passing a motion to "accept" the resignation, no matter the submission date.

I think that RONR - 10th Edition will back me up on this.

Bruce,

With regard to your particular situation, have you checked your bylaws to see exactly what constitutes a resignation? Most bylaws will state the resignation must be in writing. If yours say this, then this board member did not submit her resignation in the proper way so it shouldn't be considered. I would think if you read your bylaws you will find the answer to your dilemna. IMO, to just announce "I quit" is not a formal resignation unless the verbal remark is followed with a written resignation.

Another approach is to allow her resignation to stand, and then the Board can request she serve on the BOD - assuming that the bylaws allow the Board to fill a vacant position (normally until the next Annual Meeting, at which point she can run for the remainder of her term). Then you don't have a potential legal issue.

Agree, that's the way I also interpreted her email. I was in the minority and the Board chose to overlook her choice of words after talking to her, so she remains on the Board, over my objection. i was pointing out that we, as a Board lacked consistency. Last year when another Board member, under emotional stress caused by Board interactions and doped up on medication after a hospital stay and in a fairly confused state, verbally said she resigned. The next day, after sleeping on it and reconsidering, she requested that her verbal resignation be rescinded and the Board then decided, it was final. she was no longer a Board member. I guess it all depends on who one is and how much influence one has with other Board members, whether or not a Board member is allowed/approved to withdraw their resignation. In one case the individual was, in the other case, with a verbal resignation, it was not. That's what frustrates me: the lack of consistency.

Bruce

Just to be clear: she can email it, yell it, whisper it, print it, get up and leave and shout it, whatever, whatever - and the next menute, two days, minutes or weeks later,take it all back. She can tell one or a million people.

It all doesn't matter.

UNLESS the board ACTS on the resignation notice - in a motion held at a meeting - to accepts her resingation. She remains in office unless this is done.

That why when a person you want to get rid of says they are resigning, quickly call a meeting and make it "official." (Some boards are allowed to do things over the phone and ratify it at the next meeting.)

So Bryan, if Mary shouts out she is resigning on Tuesday, the board fills her postion on Thursday at a Special Meeting, then Mary turns up Friday for the regular board meeting.

What are you going to say?

The resignation was not motioned and passed to accept the resignation, so that the position could then be filled.

I don't want to beat a dead horse, but IMHO, the wise Board DOES motion to accept the resignation, so it DOES have the power to fill the position.

Where can I get a sample of president of HOA resignation letter. I need simple text on how to resign professionally. Thanks.

And y'all would want her to remain exactly WHY ??

Why not?

You answered !