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BruceP1
(California)

Posts:13

10/15/2008 9:38 AM
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 At that time, the Board's lawyers advised that once a resignation is made, it can't be rescinded.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.

JohnK3
(Pennsylvania)

Posts:564

10/15/2008 9:41 AM
If you want her to stay, have the Board state it refused the resignation. If you want her to go, have the Board state it accepted the resignation.

BruceP1
(California)

Posts:13

10/15/2008 10:05 AM
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 We were advised then by the attorney that once a resignation is submitted (verbally, or in writing), it can't be rescinded.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.

JohnK3
(Pennsylvania)

Posts:564

10/15/2008 10:09 AM
Attorneys give advice. The Board makes decisions. Again, seems the Board could accept or reject. Tempest in a teapot.

RogerB
(Colorado)

Posts:3725

10/15/2008 10:23 AM
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.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

BrianB
(California)

Posts:1748

10/15/2008 10:23 AM
it's not the same as contract law, but i agree with the earlier answer: it ain't official until the remaining board agrees it is official. It's a moot point if the person really is done with the job, but it gives the board a chance to not accept it, and the president to come back... at the moment, i would consider it a communication sent to the board that needs to be read and discussed at a meeting, just like any other.

BruceP1
(California)

Posts:13

10/15/2008 1:40 PM
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!

SusanW1
(Michigan)

Posts:2316

10/15/2008 5:14 PM
WHOOAAA - hold up. The criteria for the resignation is that the BOARD HAS TO ACCEPT THE RESIGNATION (by motion) and that be recorded in the official minutes. So someone can say - or emial - or even write a letter - at 8 p.m. saying "I quit" then at 9 a.m. the next day, "I decide to stay" - and it's all for naught. IF THE BOARD DID NOT "ACCEPT" THE RESIGNATION, IT IS NOT EFFECTIVE

DwightT
(Idaho)

Posts:480

10/15/2008 8:21 PM
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?

KirkW1
(Texas)

Posts:1190

10/15/2008 8:57 PM
If you abide by Roberts Rules, then Susan is right. There is no need for an attorney, you can find this on their web site. A resignation can be rescinded any time before it is accepted. There is no need to "reject" the resignation. If the Board has not had a meeting (or taken action without a meeting as potentially allowed in bylaws and state laws), then the President can withdraw her resignation. If the Board has had a meeting and accepted the resignation then to follow procedure, the method would be to follow the bylaws on replacement. (Often this is that the Board appoints someone to fill the term.) If your association has formally adopted Roberts Rules then you should follow them in this regard. Anything less could lead to a lost court action if someone really wants to remain on the Board. (Though I really can't grasp spending money on a lawyer to retain this position. But I know others have done so.) I totally agree with Roger on the seeking legal advise. That was a waste of funds. Talk to Nancy if you really need to see where that kind of thinking leads.

BruceP1
(California)

Posts:13

10/15/2008 11:10 PM
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."

SusanW1
(Michigan)

Posts:2316

10/16/2008 5:24 AM
Interesting - "musical chairs"??? She should have resigned from the Presidency' the VP would have gone into that slot. If the VP wanted out, he/she could have resigned. Then there could have been an election for the two positions IF the Board elects its own officers. Worse case scenario is to have illegal officers - but my guess is that unless no one brings it up, it will stay until election time. Not everyone is cut out to be president.

GeorgerwilliamsW
(Indiana)

Posts:767

10/16/2008 5:54 AM
Posted By SusanW1 on 10/15/2008 5:14 PM WHOOAAA - hold up. The criteria for the resignation is that the BOARD HAS TO ACCEPT THE RESIGNATION (by motion) and that be recorded in the official minutes. IF THE BOARD DID NOT "ACCEPT" THE RESIGNATION, IT IS NOT EFFECTIVE 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.

GeorgerwilliamsW
(Indiana)

Posts:767

10/16/2008 6:39 AM
Just to satisfy my intellectual curiosity as to where the notion of acceptance of a resignation came from, I got out my dust-covered fourth edition Rules of Order and found the following: "The secretary, for instance, cannot relieve himself from the responsibility of his office by resigning. His responsibility as secretary does not cease until his resignation is accepted, or, at least, until there has been a reasonable time for its acceptance. It is seldom good policy to decline to accept a resignation. As a member has no right to continue to hold an office, the duties of which he cannot or will not perform, so a society has no right to force an office on an unwilling member." This was written when letters of resignation were carried by horse drawn wagons, rather than delivered by fax or e-mail. In such instances considerable time might pass before the board could act (by "acceptance" or some other action)on the resignation. In the interim the secretary would still be secretary and had a moral, but perhaps not legal, responsibility to perform such duties. In today's world of instant communication, no acceptance is required for an outright resignation to be effective. Should a board decline to accept a resignation, I would posit that such action is tantamount to a vote of confidence.

SusanW1
(Michigan)

Posts:2316

10/16/2008 8:39 AM
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.

BrianB
(California)

Posts:1748

10/16/2008 9:06 AM
Posted By GeorgerwilliamsW on 10/16/2008 5:54 AM A person cannot be made to perform a job against his or her will in this day. That is called slavery. Not relevent to the post, but it can also be called Imprisonment, military obligation, penal confinment, redaction, staying in Gitmo as a guest of the president, marriage, familial obligations, love and childhood.

MaryA1
(Arizona)

Posts:2489

10/16/2008 10:14 AM
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.

BruceP1
(California)

Posts:13

10/16/2008 1:50 PM
Hi Mary: The byelaws were the first place I looked and it makes no mention of how a resignation is effective. Here's the actual text of her email: "To All, This is to let you all know that effective immediately I am resigning my positon on the board. Due to a lot happenning in my personnal life I have to do so. I feel that I will not be able to do the job that I need to do for the community. It has been my pleasure to serve but things have changed in my life the last month. I will stay on the landscape committee. Their will need to be a board member chosen to be on the committee." I may be slow on the uptake, but to me this is a notification that she is resigning from the Board. What she really wanted to say was that she was resigning from her job as President. She didn't simply announce it verbally, she wrote the above to the other Board members. Only after she was contacted did she explain what she intended. Bruce

SharonM3
(Virginia)

Posts:23

10/16/2008 1:53 PM
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.

MaryA1
(Arizona)

Posts:2489

10/16/2008 4:22 PM
Bruce, Sorry I forgot that you did mention she sent an email. Since an email is the same as sending a letter, IMO, it is an official resignation. If she only meant to resign as Pres. but remain on the board she should have said that, but instead she said she was resigning her position on the board. As a board member she should certainly know the difference between resigning from the board completely or just resigning as Pres. But, I think the board should let her know her resignation is final -- just to keep things on the up and up. You never know when someone is just waiting to cause a problem. Then the board can just appoint her to the fill the vacant position if they want to. If they choose not to, she only has herself to thank for not being clear with the resignation.

BruceP1
(California)

Posts:13

10/16/2008 7:30 PM
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

MaryA1
(Arizona)

Posts:2489

10/17/2008 3:30 AM
Bruce, I hear your frustration! Here are two good quotes you might try throwing at your fellow board members. Consistency, madam, is the first of Christian duties. Charlotte Bronte Look to make your course regular, that men may know beforehand what they may expect. Francis Bacon

SusanW1
(Michigan)

Posts:2316

10/17/2008 12:27 PM
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.)

BryanG1
(Florida)

Posts:31

10/17/2008 2:01 PM
In all reality, it's up to the board. If the board accepts her resignation, and appoints a new President, then there's nothing that can be done. If the board rejects her resignation, or considers the point moot if said resignation and reinstatement occurs before the board appoints a new President, then she can remain President. However I would check your CC&R's as they may have other viewpoints in regards to this. I would check your State HOA laws as well. Here in Florida, if someone resigns, it is not required that the board accept or reject their resignation for it to be official.

SusanW1
(Michigan)

Posts:2316

10/17/2008 5:07 PM
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.

MaryA1
(Arizona)

Posts:2489

10/18/2008 5:49 AM
Ah, but Susan, not all board are that wise! Not all boards make motions on their actions. I sat on one just like that. When I would say, "Shouldn't be make a motion and vote on this?" the Pres. would say "Nah, it's not necessary", and the other board members just sat there like bumps on logs. Very frustrating!

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