A director may resign from the board “upon giving written notice to the chairman of the board, the president, the secretary or the board of directors” of the association. (Corp. Code § 7224(c).) The association’s bylaws may also contain additional procedural requirements governing a director’s resignation. The resignation need not be approved by the board in order for it to become effective. The resignation of a director is distinct from the removal (or “recall”) of a director.
Effective Date of Resignation
A resigning director may set the effective date/time of when the director’s resignation becomes effective. (Corp. Code § 7224(c).) Until the resignation becomes effective, the resigning director continues to remain in office and retains his/her authority and functions as a director.
Selecting Replacement: Participation of Resigning Director
Unless otherwise provided in the association’s articles or bylaws, a vacancy on the board resulting from a director’s resignation may be filled by approval of a majority of the remaining directors. (Corp. Code § 7224(a); See also “Filling Vacancies on the Board.”) Where a director’s resignation is to become effective at a later date, the resigning director may still participate in the selection of his or her replacement, provided that the selection takes place prior to the effective date of the resigning director’s resignation. (Mayo v. Interment Properties, Inc. (1942) 53 Cal. App. 2d 654.)
Distinct from Resigning Officers
The resignation of a director is distinct from the resignation of an officer.
Related Case Law
- Mayo v. Interment Properties, Inc.
(1942) 53 Cal.App.2d 654
[Board of Directors; Director Resignation] A resigning director may participate in the selection of his/her replacement where the selection takes place prior to the effective date of the resignation.