At 12:09 AM 3/21/97 GMT, you wrote:
>Our museum has a BOD elected by the BOD.  Cantidates are suggested by
>the general membership.   I see this as an attempt by the Director to
>excercize totalitarian control.  I have never encountered this before,
>all groups I have worked with before have a BOD elected by the general
>membership.
>Is this ethical?
>
[I am assuming you are writing about a US organization; I am unfamiliar
with the practice in other countries.]

 It is not only ethical, it is common.  Most non-profit organizations are
not true membership organizations; the "members" are really just a group of
supporters and/or folks who want to save on admissions. Self-perpetuating
boards are just that - a group which nominates and elects its successors.

But you really raise two different questions.  The second is about the
influence of the Director.  The role of the Executive Director in this
process varies.  In several organizations, he/she has a limited role in
board nominations because he/she works for the board.  The board created in
such a vacuum might or might not be appropriate for the strategic direction
of the organization.  In others, there's a healthy back and forth about the
skills/contacts/points of view the organization needs - although the
nominating committee of the board has ultimate responsibility.  In more
than a few the Executive Director does exert more control than appropriate;
in allowing that to happen the board is shirking its responsibility.

In most states the Attorney General has oversight of the actions of
non-profit organizations. Several have good handbooks on board operations;
you might try your state's AG.  Alternatively, your local United Way may
have resources you'd find useful. Also, any good book on non-profit boards
would have a chapter on nominating committee processes.

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Laura B. Roberts                Phone   617/492-5048
1715 Cambridge Street   Fax     617/491-3566
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