A resigning director controls the date and time of his/her departure from the board. A resignation that takes effect at a future date may be withdrawn or postponed at any time prior to that date. The board cannot alter the date and time of another director's resignation by "accepting" the resignation prior to the effective date of the resignation. Once a resignation has taken effect, it cannot be withdrawn without the approval of the board.
QUESTION: One of our board members used exactly those words, "I quit!!!" in written board communication when things did not go to her liking -- but now she acts as if nothing ever happened and is making decisions for the board. Is she on or is she off?
ANSWER: She is off the board. As provided for in Corporations Code §7224(c), a resignation takes effect upon written notice to the board and does not need approval by fellow directors to be effective.
Future Date. If your resigning director had made her resignation effective at a future date, she could have withdrawn it. From your question, it appears the director did not qualify her resignation nor did she withdraw it. Accordingly, she is no longer on the board and the remaining directors may appoint someone to fill the vacant seat.
Potential Liability. If a board allows an x-director to continue to participate in board meetings and vote on issues, the association is at risk legally. If the x-director attends executive session meetings, the attorney-client privilege will likely be lost. In addition, any votes cast, whether in open meetings or executive session, where the x-director's vote was the deciding vote cast, may be challenged.
ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.