If I’m on a Board of Directors and the CEO confided in me that she is going to resign in a few weeks, do I have a fiduciary obligation to notify the rest of the Directors?

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If I’m on a Board of Directors and the CEO confided in me that she is going to resign in a few weeks, do I have a fiduciary obligation to notify the rest of the Directors?

Or is it OK for me to wait until she officially resigns? I am her appointee to the board and knew her well prior to the Director position, so we have personal history.

Asked on April 26, 2013 under Business Law, Indiana

Answers:

MD, Member, California Bar / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

If I were you, I would wait. Talk with her and explain that she is putting you in a bad position and she needs to put her resignation in immediately. Indicate you have a fiduciary responsibility to the company and board to inform the others of her resignation if she doesn't do so now.


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