The applicant, the president of the Association of Professional Engineers of Ontario, brought an application for judicial review of a decision by the Association's Council to accept the resignation of a councillor.
The councillor had submitted an unequivocal resignation via email but later attempted to retract it.
The Divisional Court dismissed the application, holding that at common law, the resignation of a director of a corporation without share capital is effective upon delivery and does not require acceptance by the corporation.
Furthermore, once delivered, the resignation cannot be withdrawn without the consent of the remaining directors.
