Do resigning board members have any legal responsibilities since there are no longer enough remaining board members to accept the resignations?

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Do resigning board members have any legal responsibilities since there are no longer enough remaining board members to accept the resignations?

I served on the board of directors for a start up 501c3 organization. The board became aware that the office manager was signing the treasurer’s name to checks that required both the office manager’s signature and the treasurer’s signature. The executive director defended the office manager, despite serious concerns about the ethical and legal consequences. As a result, at least 4, possibly 5, of the 8 board members resigned within 24 hours. Can we be held liable for any legal issues with the office manager?

Asked on August 22, 2012 under Business Law, Illinois

Answers:

FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

Once a resigning board member of a corporation or a limited liabilty company have resigned in writing from the entity, the former board members no longer have any responsibilities to the entity they served as board members in the future. However if the resigned board members did something inappropriate as board members, then there could be some liability for such.


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