Written Resignation. A director may resign at any time by submitting an email or a letter of resignation. The writing must be transmitted to the board but it does not need formal acceptance by fellow directors to be effective. Oral resignations are treated differently. In addition, a resignation may be withdrawn prior to its effective date.
Effective Date of Resignation. Resigning directors may set the effective dates and times of their resignations. (Corp. Code § 7224(c).) Directors remain in office and continue to fully function as directors until such time as their resignations become effective. They may also participate in the appointment of their replacement. Doing so helps avoid deadlocked boards. The resigning director may participate in the selection of his/her replacement, provided the selection takes place prior to the effective date of the resignation. (Mayo v. Interment Properties.)
Sample Letter. If a director wishes to resign from the board of directors, something similar to the following may be used:
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Dear Board [or Dear Fellow Directors]:
Please accept my resignation from the Board of Directors and as an officer of the Association [if an office is held]. My resignation takes effect immediately
OR
Please accept my resignation from the Board of Directors and as an officer of the Association [if an office is held]. My resignation will take effect upon the appointment of my successor. [This allows the the resigning director to participate in the selection of his/her successor.]
- signature: _______________________
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Officer Resignations. A different letter should be used if the director intends to resign as an officer but not as a director.
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