” But if the ED remains a Board member, she can’t be removed from the room, therefore she can’t be discussed frankly, therefore she probably can’t be removed, therefore the Board has no power at all.”

For a number of nonprofits and foundations, as well as for profit corporations, a CEO or President is the chief executive of the organization and a board member, sometimes explicitly ex officio, but not always, and a full member of the board. That’s not to say that the board can’t have executive sessions, but being a full board member doesn’t mean she can’t be removed from the room and that the Board has no power at all.

“By the same token, if the ED leaves the Board but remains at the agency, the Board once again has the right (and the obligation) to vote on whether to accept the gift she’s offered with the conditions she’s attached to it. Naturally, this discussion would take place in executive session, with the ED excused from the room. If Board members think this is a great opportunity to enhance compensation, they should accept; if they think this is a sneaky maneuver to undermine their budget authority, they should reject; but in any case the ED has no right to have her gift accepted unless and until the Board approves it.
To review: the question of the ethics of the donation doesn’t even arise unless the Board neglects its fiduciary obligation to evaluate gifts for unacceptable conditions. The questionable ethics here are those of all concerned—Board members and ED/Board member alike—in permitting one person to fill two roles.”

Not all boards require a vote on acceptance of every gift, or even of every gift that has conditions attached. I have been on several (well-functioning) boards and the ED has the discretion to accept almost all gifts. There have been parameters for size of gift or nature of condition that require board review, but generally the board does not see or review all gifts accepted.

I appreciated the way you laid out the layer of issues.

  K. Sujata

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