A nonprofit’s board of directors has the authority to fire an executive director (ED). The board typically acts through majority consensus, and a majority of directors can vote to replace the ED for a reason or to make a change. The board’s decision is final and cannot be overruled if it follows all protocols established by the organization’s bylaws and operates in the best interests of the organization.
Governance and Operations
Board of Directors’ Roles:
- Hiring, evaluating, and firing the ED.
- Focusing on governance, not daily operations.
Executive Director’s Roles:
- Managing daily operations.
- Hiring, evaluating, and firing other employees.
It is crucial to maintain clear boundaries between the board’s governance role and the ED’s operational responsibilities.
Removing Board Members and Employees
Board Members:
- May be removed for substantial cause by a majority vote.
- Should not be removed without set policies in bylaws.
Employees:
- Should be terminated promptly.
- Consider the consequences of involving third parties in termination meetings.
Nonprofit board members can be held liable for legal problems due to the incorporation of the nonprofit. Policies for removing directors should be clearly stated in the bylaws, and best practices suggest having a conflict of interest policy.
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