Board Member Resignations
Suppose that during the middle of a board meeting a director stands up and says “I quit!”. Immediately, the director leaves the meeting. Does this constitute a resignation from the board of directors? And what if the director returns to the meeting minutes later and explains that he or she didn’t really intend to resign, and now wants to return to the board of directors?
Most community association bylaws require that board member resignations be in writing. Further, Robert’s Rules of Order suggests that resignations must be “accepted” by the remaining directors:
The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least there has been a reasonable opportunity for it to be accepted.
The acceptance is usually accomplished by a motion to accept the resignation, but recording the resignation in the minutes, without a motion or vote, is likely sufficient to accept the resignation. The act of recording the resignation in the meeting minutes may satisfy the “in writing” requirement.
But what if the resignation is oral, like in the hypothetical above? If the resignation is never memorialized in writing and it is obvious that the director resigned, i.e. they don’t attend the next board meeting, they cease communications with the board, etc., then the board is entitled fill the vacancy regardless of whether the resignation is in writing.
Back to the hypothetical. Let’s assume the director who proclaimed they quit and left the meeting returns minutes later, before the board could act or even discuss the resignation. In that case, it’s not obvious that the director desired to abandoned their duties and resign, and the board has not acted or relied on the resignation. The oral resignation should be considered ineffective.
If a director formally resigns in writing, can that resignation be revoked? Generally, written resignations may not be revoked. This is especially true if the board has already appointed a replacement to fill the vacancy. Oregon law, however, suggests that the board of directors may allow revocation of a resignation:
Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. (ORS Chapter 65.321(3)).
In other words, the board may exercise discretion to accept a revocation after a director has formally resigned.
Let’s skip ahead and assume a resignation is effective and has not been revoked. This creates a vacancy on the board. The general process to follow is: the remaining directors vote to appoint a replacement to fill the vacancy. This can be done even if the vacancy has left less than a quorum of directors. The individual appointed then serves the remainder of the term.
As always, be sure to carefully review your Bylaws to determine if there are provisions governing resignations or the filling of vacancies.
