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The president of our 501(c)(3) nonprofit corporation officially resigned on November 4, effective December 26, and has just decided to un-resign. Can she do that without consulting with us, her board of directors? Can we say NO you cannot un-resign?

This is probably more of a political question than a legal one.  The ultimate outcome will probably depend on the will of a majority of the board.  Even if she can legally un-resign, most state nonprofit corporation laws (and most nonprofit corporation bylaws) permit the board to remove an officer at any time when the board believes it to be in the best interests of the organization.  Therefore, a majority could remove her from office if she actually seeks to retain her position.

By similar authorities (even where there are voting members of the corporation), the board normally has the power to fill a vacancy among the officers.  Therefore, if she did resign, the majority could elect her to fill the vacancy.  (The board might have to remove a vice-president who automatically assumed the presidency, but that person could then be elected to fill the vacancy of vice-president and the positions would not have changed.) Since all these votes could be messy, it makes sense to talk with her about it, after counting the votes of the other board members to see what they want ­— and are willing — to do.

Comments from our Readers
Just as a practical matter, I think the board should reconsider and the process to "un-resign" would be done through a vote of the board.  The Board accepts the resignation and should vote to reinstate. --S.B. via email

A resignation normally doesn't have to be accepted in order to make it effective, unless the person submitting the resignation specifically makes it conditioned upon acceptance.  I agree that the board should figure out what it wants to do, which may not necessarily be what the resigning president wants to do.  As I said, I think a majority of the board probably has the power to accomplish the end result they want. --Don Kramer

How is a person considered mentally stable, when they can not decide what they want to do. She was president and resigned, period !!No take backs. We must live with the consequence. What would happen if she owned a home and decided to have it tore down. They tear it down and now realizes she made a mistake. Can she force the company she hired to tear down the house, rebuild the house with no charges? Children call this "no give backs" !! Tell this woman to grow up and get some help. --M.S. via email

12/5/2011