Entire board resigns

Lily May

Hi

can anyone tell me what will happen to a not for profit community organisation if the whole board resigns en masse? (due to irreconcilable differences with management).

pedronomix

Essentially the last two cannot legally resign until they are replaced by the shareholders. The only other option in default is to wind up the company. The directors are on the hook until matters are resolved.

ninty9er

Lily May wrote: »

Hi

can anyone tell me what will happen to a not for profit community organisation if the whole board resigns en masse? (due to irreconcilable differences with management).

A new board has to be constituted per the Articles of Association (if registered with CRO) / Constitution. I'm trying to remember if the entire membership of some state board resigned recently.

pedroeibar1

pedronomix wrote: »

Essentially the last two cannot legally resign until they are replaced by the shareholders. The only other option in default is to wind up the company. The directors are on the hook until matters are resolved.

Quite. But why are the lunatics running the asylum? Directors look after the affairs of the company, have a fiduciary duty to it ..... why are the day-to day managers setting the scene? The directors are on the hook for a lot, including what happened for about two years before the date of resignation.

dbran

Lily May wrote: »

Hi

can anyone tell me what will happen to a not for profit community organisation if the whole board resigns en masse? (due to irreconcilable differences with management).

Had to do a double take when I read this. As pedroeibar1 said, it is the directors who are running this and not the managers. You simply get rid of the managers and get new ones. A telecom with a proper HR company or IBEC should have been the first port of call and it smacks of lazy directors who do not have the bottle for doing what what needs to be done. This is what you sign up to for being a director of a limited company even if it is pro bono. You just cant walk away by signing a B10 and this is totally irresponsible and a judge would take a very dim view of it as would the ODCE.

As to your question, a company must have a minimum of two directors in order to function. So they cant resign if that resignation breaches this rule.

Also a judge would deem it unfair to make it that two directors were made to stay on the board while every one else was able to walk away scot free simply because they were the last two names on the B10.

So my opinion is that they are all still directors of the company until they find new people to take their place.

Best of luck

dbran

gordongekko

I join as a director if ye want. I love a challenge

gordongekko

gordongekko wrote: »

I join as a director if ye want. I love a challenge

How to implement a greed is good policy in a not for profit org?

pedronomix

Well this thread has already covered worse sh*te, so why not?!

gordongekko

Deleted User wrote: »

How to implement a greed is good policy in a not for profit org?

Worked for the crc fas and rehab :-)

pedroeibar1

I knew the topic rang bells - see here