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Our executive director and board president are the same person.

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Our executive director and board president are the same person.

An all-volunteer 501(c)(3) arts organization that produces an annual festival has as its festival director and board president the same person. This president/festival director has recently made various public announcements, on behalf of the organization yet without the board's knowledge, that he is leaving one of his positions and is searching for a successor. Most recently he announced he will step down as festival director but will remain president of the board of directors. What authority can the board call upon to rein him in and fix this mess? The by-laws of the organization don't address this.

It is not clear what “mess” you are trying to fix. A person has the right to resign a position at any time and can announce that resignation in advance, with or without notifying the Board before the announcement. If the Board is really upset, and a conversation won’t solve the problem, the Board could normally remove him as an officer and/or as an employee if it deemed it appropriate to do so, subject to any contract rights he may have. 
 
Whether the President has the unilateral right to appoint a new festival director while staying on as President would depend on your general employment policies. But if the Board wants to take control of the replacement process, it can undoubtedly do so. Sounds like some discussion with the President is necessary before you decide what course of action you want to follow.
Wednesday, February 23, 2011

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