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Feb 21

Should an organization’s Executive Director or CEO serve as a voting member of the board of directors?

We need to distinguish between having the ED/CEO attend all board meetings and being a voting member. We always recommend that the ED/CEO attend all meetings as she or he has the essential information for making optimal board decisions. However, we maintain that it is a conflict of interest to have the ED/CEO having to vote on matters that she or he probably had a stake in one way or another, or that may affect her or his performance evaluations. The board can excuse the ED/CEO when it conducts its executive sessions, so long as the chair reports conclusions or directions to the ED/CEO right after the executive session. – L. Letendre