Some board members can be bought out, according to High Growth Handbook. First, you can secure TBM’s resignation or second (the more common strategy) you can manage TBM out. You can also give the CEO courage to do what he or she needs to do, knowing that there’s air cover from the board. After the successful event was completed, Sally presented her written report to the executive director, Judy. Although the board of directors, employees and owners are the nonprofit or for-profit organization's life force, the board of directors holds a different governing role. These stockholder representatives establish corporate management policies, states Forbes, and makes major company decisions. The executive director is the only staff person over which the board has authority. I have had it happen, then accused of protecting the staff. There are many obstacles, but it can be – and has been – done. JLM Mar 5, 2012 . In my case the board member reported exact movements and events. Start off by treating directors as employees. The company lowered the size of its board from 18 to 12 members and said it was seeking new experts with fresh perspectives. Some board members may have become disenchanted and relationships deteriorated. The company can dismiss a director as an employee in the same way as it can dismiss any other employee. Top Answer. They also have the authority to fire a poorly performing senior executive or one who exhibits unethical or illegal behavior. Board meeting agendas more often then focus on policy and budget recommendations from the committees rather than the details of operations. If a part, what part? This Board and Staff Roles and Responsibilities Chart illustrates the appropriate lines of authority, depending on the “hat” a board member is wearing. The management team was strong. No, you’ve got the relationship backwards. It can damage the reputation of the board member and by extension, the organization. The board of directors also must hold at least annual meetings. Based on the illustration at the beginning of this article, what would have been the results if the executive director and the board member understood their appropriate roles and lines of authority? Many private and nonprofit companies also have boards of directors. In this case, the legal underpinnings lie with the board member's contract. No matter how well you’ve communicated about performance problems with the employee, almost no one believes that they will actually get fired.This is often not without cause as the average employer waits too long to fire a non-performing employee much of the time. Board members, especially in smaller nonprofits, will often have different roles, or wear different “hats.” Board members sits on the board of directors in a legal governance role. Boards were once relatively immune because of policies put in place by the boards themselves, one of the most effective being the introduction of staggered terms for board members. However, you do have two options. Sometimes the executive director of a nonprofit loses the confidence of the board and has to be replaced. Similarities in the Roles of Board Trustees and Board Directors. Shareholder approval is required to dismiss a director. Can a Board of Directors fire an Executive Director? Setting that aside (at great effort), under the principles of corporate governance it is just not possible that staff members, as such, have authority to dissolve a board. The same board members will often serve on committees. Things can get sticky with a board member becoming an employee, and it is vital to have a policy in place before this situation arises. 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