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 In addition, a resignation may be withdrawn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.
If a director wishes to resign from the board of directors, something similar to the following may be used:
Dear Board [or Dear Fellow Directors]:
Please accept my resignation from the Board of Directors and as an officer of the Board [if an office is held].
My resignation takes effect immediately or <date and time> or upon the appointment of my successor. [If
the resigning director wants to participate in the selection of his/her
successor, the resignation should take effect "upon the appointment of
- signature: _______________________
A different letter should be used if the director intends to resign as an officer
but not as a director.
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