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How should board treat request for leave of absence?

Your Legal Questions Answered

How should board treat request for leave of absence?

I requested a leave of absence as a member of the executive board and the board considered it a resignation. What are the correct options? I had no intention of resigning.

My problem with a leave of absence status for directors is that I don’t know what it means. Are you merely excused from meetings and participation in other board activities, which wouldn’t affect the quorum and voting requirements? Or are you not counted at all as a board member, which would lower quorum and voting requirements? If a motion passes only because of the perception that there is a lower voting requirement, is it valid?  Do you have any fiduciary duty to assure that the organization runs correctly during this period?  Do you have the right to inspect the books and records? Can you end your leave whenever you want, pop in to a meeting to vote on a controversial issue, and then continue your leave again thereafter? Are you depriving the organization of a mind and body necessary to move the organization forward? (A “forensic audit” of the board of trustees of the Barnes Foundation outside of Philadelphia during the 1990s showed how difficult it was when one of the five trustees wasn’t around for two years while serving in another position.  (See Ready Reference Page: “Barnes ‘Audit’ Shows How Not to Run the Board”)) 

If it is a short-term situation, the board could simply recognize that you might be unavailable for a little while, like a person who has been ill and needs a few months to recuperate.  If it is a long-term situation, the board has every right to want to treat it as a resignation and add someone who can participate fully. When you are able to participate again, you could be appointed to fill a vacancy or nominated to replace someone who is rotating off.  Most nonprofits don’t normally have such a long waiting list of people who covet board seats that good people can’t get back on the board if they wish.

Tuesday, November 1, 2011

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