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Subject: Resignation of a board memeber
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DebW3
(Arizona)

Posts:12


01/05/2020 5:09 PM  
If a board member posts her resignation letter on our HOA website does that become effective immediately, or does the member have to physically deliver the letter to a board member in person for it to be effective?
MelissaP1
(Alabama)

Posts:8875


01/05/2020 7:23 PM  
I would say it's pretty evident they quit. It is published on an HOA resource. What you going to do? Force someone to do the job they don't want to do?

Former HOA President
GeorgeS21
(Florida)

Posts:1829


01/05/2020 7:39 PM  
Probably putting too fine of a point on this.
DebW3
(Arizona)

Posts:12


01/06/2020 2:55 AM  
MelissaP1, thank you for your reply. I agree, however it puts the board out of compliance since the bylaws state the board must have a minimum of 5. With her resignation, it puts them to 4 so the President is stating he has not accepted the resignation therefore it is not official. I read somewhere that it does not have to be accepted by a board member to be valid, but cannot find that again to support my cause.
TimB4
(Virginia)

Posts:16624


01/06/2020 3:09 AM  
Expecting that you are only subject to the corporate statute (as you posted in a different thread), see:

10-807. Resignation of directors:

A. A director may resign at any time by delivering written notice to the board of directors, its chairman or the corporation.

B. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.



Therefore, in my opinion, posting it on the website is technically not enough.



That said, what constitutes a quorum for your Board?
If a quorum still exists with the vacancy, then business can be conducted.
See: 10-810. Vacancy on board
SteveM9
(Massachusetts)

Posts:3508


01/06/2020 5:54 AM  
Posted By DebW3 on 01/05/2020 5:09 PM
If a board member posts her resignation letter on our HOA website does that become effective immediately, or does the member have to physically deliver the letter to a board member in person for it to be effective?




What if they died? Would you still require them to deliver it in person? You might be waiting a long time.....

Notice is a notice. Print it out, put it in the files.
AugustinD


Posts:2335


01/06/2020 6:14 AM  
Posted By DebW3 on 01/06/2020 2:55 AM
MelissaP1, thank you for your reply. I agree, however it puts the board out of compliance since the bylaws state the board must have a minimum of 5. With her resignation, it puts them to 4 so the President is stating he has not accepted the resignation therefore it is not official. I read somewhere that it does not have to be accepted by a board member to be valid, but cannot find that again to support my cause.


Tim's citation of what the Arizona nonprofit corporations statute is helpful. The statute says nothing about the resignation having to be accepted by the President or anyone else. I think your corporation's President is jerking you all around when he says the resignation is not valid on account of his not having accepted it.

Like Tim, the reason I reject the resignation as not valid is because no proof can be had that what was posted on the web site was actually posted by the woman who allegedly is resigning. For example, if the web site is run by someone mischievous, or if anyone can post anything at the web site unchecked, who knows who actually submitted the posted notice of resignation? If a director wants to resign, she should submit it to the corporation's registered agent or President, preferably obtaining a receipt for the submission or sending this letter of resignation by certified mail, return receipt requested. To find out who the registered agent is, the director should go to https://ecorp.azcc.gov/EntitySearch/Index


AugustinD


Posts:2335


01/06/2020 6:16 AM  
Posted By AugustinD on 01/06/2020 6:14 AM
If a director wants to resign, she should submit it to the corporation's registered agent or President, preferably obtaining a receipt for the submission or sending this letter of resignation by certified mail, return receipt requested.
Or per the statute, the woman who supposedly wants to resign could submit it to all of the directors.
SteveM9
(Massachusetts)

Posts:3508


01/06/2020 7:31 AM  

Like Tim, the reason I reject the resignation as not valid is because no proof can be had that what was posted on the web site was actually posted by the woman who allegedly is resigning. For example, if the web site is run by someone mischievous, or if anyone can post anything at the web site unchecked, who knows who actually submitted the posted notice of resignation?




Call the person up. Did you post your resignation on the web site? If yes.....accepted.
SueW6
(Michigan)

Posts:641


01/06/2020 8:01 AM  
Check your bylaws for filling vacancies. No problem in filling that vacancy.

Your president is pulling your chain.
KerryL1
(California)

Posts:6805


01/06/2020 8:19 AM  
Augustin & Tim have it right, Deb. No requirement that the resignation be "accepted," but the letter or email of the resignation must go to the people in Tim's "A."

The Board only needs a quorum to conduct business, so that would be three in Deb's case. To fill the vacancy, check your bylaws, Deb.
SheilaJ1
(South Carolina)

Posts:150


01/06/2020 9:32 AM  
I'll take a different approach to this, I believe in most cases it does have to be accepted by a majority vote.

The person resigned for a reason, if the board doesn't give an effective date and then that board member gets in trouble for something they did after or that is pending, then in most cases that member wants to be back on the board to be covered under the insurance. We have had a few that have changed their minds about when to resign, most had changed the effective date to make sure their pending actions are completed.

Most just say resignation out of anger. And if the member does contest that they should be allowed to be covered for something and they take the issue to court, they have a strong argument in the fact that the board never accepted it.


KerryL1
(California)

Posts:6805


01/06/2020 11:07 AM  
Maybe in SC, Sheila, but in CA corporate codes and also in my HOA's bylaws, the resignation does NOT have to accepted. The one resigning merely needs to address it to the Board or registered agent and write they're resigning on an certain date.

Can you, Sheila, cite state or you HOA's bylaws that say the board must vote to accept a director's resignation?

JohnC46
(South Carolina)

Posts:9041


01/06/2020 11:18 AM  
Posted By SheilaJ1 on 01/06/2020 9:32 AM
I'll take a different approach to this, I believe in most cases it does have to be accepted by a majority vote.

The person resigned for a reason, if the board doesn't give an effective date and then that board member gets in trouble for something they did after or that is pending, then in most cases that member wants to be back on the board to be covered under the insurance. We have had a few that have changed their minds about when to resign, most had changed the effective date to make sure their pending actions are completed.

Most just say resignation out of anger. And if the member does contest that they should be allowed to be covered for something and they take the issue to court, they have a strong argument in the fact that the board never accepted it.






So let us say the BOD does not accept my resignation? What are they going to do? Hog tie me and bring me to meetings?

I say in reality a resignation is effective when the person resigning says it is.
GenoS
(Florida)

Posts:3477


01/06/2020 11:49 AM  
It's so easy in Florida. A resignation is effective when given unless it specifies a date in the future when it will become effective. A resignation does not have to be "accepted" by anyone.
GeorgeS21
(Florida)

Posts:1829


01/06/2020 11:50 AM  
Waaaay too fine of a point.

Resignation was made - apparently no one has contested its authenticity.

It must be real, then.

Make note of it at the next Board meeting.

Move on.
JaredC
(Texas)

Posts:235


01/06/2020 3:06 PM  
I was an HOA President for about 12 years in Texas. Our governing documents required 3 board members and I was one of three when I very abruptly quit. I sent an email to our management company and remaining two board members. No problemo.

It's a volunteer job and anyone can quit whenever they want. No one has any power to stop it. What are they going to do put you in HOA jail? GTFO.

Practically speaking the HOA needs to make a good faith effort to fill the position whether via appointment of a replacement officer to fulfill the remainder of the term or setup an election. That demonstrates to a court their desire to follow the law even if there is no one to appoint or elect. In my case they held an open meeting, appointed a new officer, and elected new positions (president, vice president, treasurer/secretary). Easy peasy.
SheilaJ1
(South Carolina)

Posts:150


01/06/2020 3:11 PM  
Sometimes if an officer resigns the board carries on with appointing a new director only later to find out the volunteer never officially resigned as a director.

The resignation letter must be clear.
JohnH38
(South Carolina)

Posts:78


01/06/2020 4:50 PM  
As mentioned elsewhere, our elections are rigged and unless you are anointed by the board, not a chance. Owners know that and ergo do not apply. When a board member resigns, it is after the deadline to file an application OR after the election allowing the board to select their preferred candidate. Good Ole Boy system indeed.

Thanks
GeorgeS21
(Florida)

Posts:1829


01/06/2020 4:53 PM  
JohnH,

Sounds like it’s time to get organized and make the political process work for you.

KerryL1
(California)

Posts:6805


01/06/2020 5:32 PM  
One good point that Sheila of SC raises is that if someone resigning is both an officer and a director, they must resign in writing from both. The resignation must be sent to Tim's "A" above.

Even though it's true that not all officers must be directors in all HOAs. Still resignation is indeed, easy.

Some bylaws, however, like ours, do not require the Board to fill a vacancy. On our board of 7, when 3 of her buddy-directors ALL lost reelection in late Oct., the director resigned a month later. Our board will decide at out late Jan. meeting if we'll fill the vacancy.

Our bylaws do give Owners the option to fill the board vacancy, but I don't think they'd take steps to do it.
AugustinD


Posts:2335


01/06/2020 5:32 PM  
Posted By SheilaJ1 on 01/06/2020 9:32 AM
The person resigned for a reason, if the board doesn't give an effective date and then that board member gets in trouble for something they did after or that is pending, then in most cases that member wants to be back on the board to be covered under the insurance.
Every HOA insurance policy I have seen covers both current and former board members (for actions taken while on the board).
GeorgeS21
(Florida)

Posts:1829


01/06/2020 6:04 PM  
I’m not sure a Board could be required to fill a voluntary vacancy.
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