board member wants to rescind resignation

My former HOA had this happen in two instances with two different board members. In the first instance, the board just let him back on the board without fanfare. The guy who had resigned was valued but got a little hot when he was criticized. (Who doesn't?) In the second instance, the director who resigned was so loathed and had been doing things so questionable that the Board consulted an attorney. The attorney said once a director resigned the resignation could not be undone. The former director would have to re-apply and be formally appointed to the Board or elected via election, all per the governing documents. The board chose not to re-appoint the former director.

A momentary resignation is like being a little pregnant. One is either on the board or not on the board.

A similar thing happened recently at my community. The (former) board member was rather put out when the association attorney confirmed that her email was a valid resignation and that the remaining board members would have to appoint her to the now-vacant position, if they chose to do so. They were also free to appoint someone else.

Folks need to learn to avoid email when they're hot under the collar.

Yes. 99.9% of the time I leave an email or a text in *draft form* until I have passed being angry/upset/whatever, and I refine it beyond that regardless before sending, or decide not to send it at all. The times I don't do that, I often regret it.

If it is an important issue I actually write a 'word' document and print it BEFORE E or S mailing.

Doesn’t matter what prompted the resignation – things were already heated, so it’s too bad someone didn’t speak up and say something like “ok, things are getting a little out of hand, so everyone calm down before someone says and/or does something he/she may regret” – before the board member quit in a huff. Personally, I might hold the board member to that resignation, but cover myself by making a formal resolution to vote on whether to accept it or not. Since that didn’t happen, perhaps you need an executive session to sort all this out.

At that meeting, I suggest starting with a few reprimands. First, the former board member should be reminded to think before he speaks and the proper way to resign. If you didn’t get a formal letter of resignation and your documents require it, I suppose he’s back on.

As for your president, he also needs a reprimand for (1) doing a crappy job of letting things escalate to this point and (2) threatening people because he wanted the vote to go a certain way. Given this behavior, maybe the board should consider if he should keep that spot because mature behavior might not be his strong suit. I do hope you’re on the board so you can facilitate some of this.

Then address this cover up business (what, pray, was THAT about???) and the rescinded vote – which doesn’t sound like proper parliamentary procedure anyway - check Robert’s Rules of Order (there’s a website) to see how that should be addressed.

One more thing – it’s nice that your property manager has written decent minutes, but that isn’t his/her job. Board meeting minutes are legal documents of the association, therefore, the board is ultimately responsible to ensure they’re written and are accurate. Minutes aren’t a blow by blow of who said what, but a reflection on the actions the board took during the meeting. Your board secretary or a designee needs to start doing his/her job. There’s all sorts of conversations on this website and around the Internet explaining how this is done if he/she doesn’t know how.

from PA not-for-profit corporate law:



the crux of the issue:

IN PA, what constitutes "notice in record form" ??!!??

IMO (not a legal opinion) any notice actually SIGNED would suffice.