May Board appoint a Board Member to fill Executive Director vacancy?

[Photobrad]

If our Organization were to find ourselves without an Executive Director, may a member of the Board (who is qualified) step into that role (with compensation, presumably), and without resigning from the Board, even as an Interm ED until one can be hired?

Our ByLaws state that

• "The Board shall hire and appoint employees deemed necessary for the proper management of the Organization."
• "The Trustees shall be responsible for the affairs of the Organization on a day-to-day basis in a manner they deem fitting and proper."
• "The Board may employ supervisory personnel, responsible as directed by the Board for the administration and operation of the Organization, all facilities, and for supervision of other employees."

Does RONR provide any guidance aside from the Member recusing him/herself from any relevant discussions?

Thank you all!

[Richard Brown]

Nothing in RONR prohibits a board member  from serving as a paid executive Director or as any other employee of the organization.  Although it is ultimately up to your organization to interpret its own bylaws, I personally see nothing in the quoted provisions which would prohibit this.

[George Mervosh]

On 5/11/2022 at 1:09 AM, Photobrad said:

Does RONR provide any guidance aside from the Member recusing him/herself from any relevant discussions?

RONR does not say a member needs to recuse himself from any discussion on this matter. 

[Gary Novosielski]

On 5/11/2022 at 1:09 AM, Photobrad said:

Does RONR provide any guidance aside from the Member recusing him/herself from any relevant discussions?

Well, one problem here is that RONR, while it does provide guidance that the member should not vote on, say, his own salary, does not mandate an abstention.  And there is not even any guidance on "relevant discussions".

So if you decide to appoint this member, bear in mind that if there are no protections in your bylaws, there are no protections in RONR.