Question: Who Should And Should Not Serve On A Board Of Directors (BOD)? This article by Nora Rock (corporate and policy writer at LAWPRO) originally appeared in the May 16, 2014 issue of The Lawyers Weekly published by LexisNexis Canada Inc. How a CFO Can Better Support the Board and Vice Versa. It is not illegal for paid staff to serve on the Board of a nonprofit organization, although a few states such as California may limit the number or percentage of paid staff that may serve on the Board of a charitable corporation. The founder may also sit on the board, but even founders serve at the pleasure of the board. Kevin Sharer, former CEO of Amgen, breaks down the do's, don'ts and nuances of the art of being an effective director. An employee who serves on a nonprofit board must wear two very different hats, and the potential for conflict of interest is high. Losing even one board director places extra burden on the governance committee. Board independence "Interlocking directorates" Board members should be independent of management and they should not serve on each other's boards, shouldn't be consultants. Lawyers should think carefully before accepting an invitation to serve on a client’s board of directors. Should A BOD Strive For Diversity In Its Members? Board of directors (BOD): Board of directors (BOD) is a team of people elected by an organization shareholders to represent their interests and make sure the managements acts on their behalf. Is Industry Experience Vital For A Successful Board Member? The loss of a board director may mean the loss of substantial volunteer hours that the organization has long depended on to do their work. The board has a duty to review the performance and set compensation for the chief executive and if necessary, censure or even terminate the chief executive. Explain And Justify Your Response. In cases where the executive director has a seat on the board, it's important to have an effective conflict of interest policy. This works both ways. Should The CEO Or Other Insiders Be Allowed To Serve On The BOD? Their financial ties to the company should be through their stock ownership, and they should own enough company stock that if they lost it, it would really hurt . As board directors step down, they may also take donors or other important stakeholders within their networks with them. In some organizations, the CEO is a board member and may even serve as the board chair. A must-read for anyone who serves on a board. This policy should state when it is necessary for any board member, including the executive director, to recuse themselves from certain votes or discussions where a … Subordinate employees rarely serve on a board, however, especially if the CEO is not a board … 4.   Micro-managing Staff. 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