Corporate Law Hired Director refuses to respond

[montini]

I sit on a Board of Directors for a non-profit organization. We are a board of 5 and have a hired director to run day to day operations. This board, unlike it's past ones, is very active and actually performs the responsibilities they are legally responsible for. Unfortunately our hired director takes offense to this as she is used to running the show - even the board - 100%. Recently the board has become divided 3 to 2. The 2 are friends of the directors. The director has cut off the officers (President and Secretary/Treasurers) access to all records of the business as well as access into the facility. She refuses to respond to the President of the Boards request for information. Basically she is trying to hold us hostage until we become frustrated and quit. I don't think she realizes the jeopardy she is placing herself in as I would think we could legally fire her due to her refusing us access and refusing to respond to request for information. We have a few ideas of where we are going next. This person has been with the organization since it's creation and seems to think that she owns the business and doesn't have to answer to anyone. What would you do to show her she is over stepping her bounds before you have to terminate?

 

[Michael Wechsler]

Since when does the BOD run the day to day operations of the business that is run by the President and CEO? This is a very detail oriented issue and you should look at the bylaws and discuss whether to send written notice about a breach of duties, including fiduciary.