Can the Executive Director of a nonprofit corporation fire a director for not agreeing with him?
Generally, no, but there may be a few rare circumstances in which it might be possible. Check the bylaws for removal provisions. Generally directors may not be removed by the staff. But it might be possible if the Executive Director is the sole member of the corporation with the power to appoint and remove directors. That might be the case if the E.D. is the founder. (See Ready Reference Page: “The Key Question; Whose Organization Is It?”) We recently ran a story on a court’s removing most of the board for breach of fiduciary duty after the CEO commenced the suit. (See Nonprofit Issues®, September 1-15, 2006.)
If the Executive Director has problems with a director who is seriously undermining the programs of the organization, he or she may want to talk with the Chair of the Board and other directors about the possibility of removal. If the Executive Director merely doesn’t like disagreement and wants only praise from the Board and ratification of his or her proposals, the Board may want to consider a new Executive Director.
Friday, January 26, 2007