Question:
Our Association Board of Directors (4 people) resigned enmasse 2 weeks ago. Our Management Company notified the homeowners that this had occurred and that steps were being taken to hold a special meeting to elect new board members. Yesterday (1 day short of 2 weeks) the 4 ex-Board Members rescinded their resignations. Is it legal to do this when we were in the process of replacing them?
– Margery
Answer:
If your HOA is organized as a nonprofit corporation, it is subject to the provisions of the Indiana Nonprofit Corporation Act. Section 23-17-12-7 of this Act states:
“(a) A director may resign at any time by delivering written notice to one (1) of the following:
(1) The board of directors.
(2) The presiding officer of the board of directors.
(3) The president or secretary of the corporation.
(b) A resignation is effective when the notice is effective under IC 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.”
As such, it is important to look at the effective date of resignation to see if the resignation may still be rescinded. Additionally, it is worth checking your governing documents, particularly your bylaws, for the requirements and procedures pertaining to resignations.
Disclaimer: We are not lawyers. The information provided on this website does not constitute legal advice.
