WHEN DOES "I QUIT" REALLY TAKE EFFECT?

For a time, directors had to be careful about keeping their emotions in check while at Board meetings.  When a director said “I had enough, I quit” that actually meant they were gone.  That outburst was enough to be treated as an effective resignation.  See: See Dehne v. Ocean Club II Condo. Ass’n Inc., Arb. Case No. 93-0137, Summary Final Order (Jan. 31, 1994) quoting Petito v. Gleenglades Condo. Ass’n Inc., Arb Case No. 93-0239, Summary Final Order (January 13, 1994) Now, things have changed.

In the case of Pain Reduction Concepts, Inc. v. Frisbie, 147 So.3d 12 (Fla.App. 1 Dist.,2013) Florida’s First District Court of Appeal held that pursuant to Section 607.0842(1), Florida Statutes (2009), “[a]n officer may resign at any time by delivering notice to the corporation” and that “[a] resignation is effective when the notice is delivered unless the notice specifies a later effective date.” Section 607.0807, Florida Statutes (2009), provides that “[a] director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation” and that “[a] resignation is effective when the notice is delivered unless the notice specifies a later effective date….” The bottom line was that the court said a writing is required in order to have an effective resignation.

Subsequent to this case, in STEPHEN A. BRAND and DAVID E. LAPOINTE, Petitioners, v. SUNDANCE ASSOCIATION, INC., Respondent., 2016 WL 4939974, a Florida arbitrator held that if the governing documents of a condominium do not provide for verbal resignations, a resignation is not effective until it is delivered in writing.

One interesting aspect of the law is that a director can deliver a written resignation effective at a later date.  So, it is possible for a director to submit a written resignation, effective after the date of the vote on his or her replacement.  That’s right, the director can vote on who replaces him or her.

Bottom line….you can threaten to quit, or even say “I quit” but until you submit your resignation in writing, or unless your documents allow for verbal resignations, you are still on the board.  In fact, if you time things the right way, when you do decide to quit, you can even get to vote on who is going to replace you.

But why would anyone want to quit the Board?

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