Written by attorneys · grounded in primary & secondary sources — see below
A salaried employee who serves as an organization's chief administrative and operating officer and heads its professional staff.
Sources & Authorities· 2 sources
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Restatements
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How it applies
Common Examples
6
Contract Memo Signed by Director
Edgewater Capital's executive director Eileen Epstein signed a memorandum outlining a land sale agreement. The buyer later refused to perform. The company could enforce the deal against Edgewater Capital because the signature bound the signer.
Hospital Policy on Life Support
Echelon Security's executive director Eric Espinoza directed staff at a facility holding a patient in a persistent vegetative state. Family members sought removal of feeding tubes. The director's administrative decision triggered review under constitutional standards for refusing unwanted treatment.
Cruzan by Cruzan v. Director, Missouri Dept, of Health497 U.S. 261, 277 (1990)
Punitive Damages in Product Case
Elemental Pharmaceuticals' executive director Ethan Evans approved a product release despite known risks. A consumer sued after suffering injury. The director's oversight role factored into the court's assessment of whether the company's conduct warranted substantial punitive damages.
BMW of North America, Inc. v. Gore517 U.S. 559, 575, 580-81 (1996)
Expert Testimony Gatekeeping
Elysium Media's executive director Emily Ellis retained a scientific expert for a product liability trial. The opposing party challenged the expert's methods. The director's decision to proffer the testimony required the court to evaluate reliability before admitting the evidence.
Daubert v. Merrell Dow Pharmaceuticals, Inc.509 U.S. 579, 592 (1993)
Federal Officer Liability Claim
An executive director at a federal agency, Edward Everett, authorized a warrantless search of a citizen's property. The citizen filed suit alleging constitutional violations. The director's actions formed the basis for an implied damages action against the officers involved.
Bivens v. Six Unknown Named Agents of the Federal Bureau of Narcotics403 U.S. 388, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971)
Choice of Law in Diversity Suit
Ella Emerson, executive director of a New York nonprofit, authorized a contract performed in Pennsylvania. A dispute arose and suit was filed in federal court. The director's conduct required the court to apply state substantive law rather than federal common law.
Erie Railroad Co. v. Tompkins304 U.S. 64, 78–80 (1938)
Common questions
Frequently Asked
3
What duties does an executive director typically perform?+
The executive director acts as the chief administrative and operating officer. This person leads the professional staff and manages day-to-day organizational functions.
Supporting sources
Is an executive director the same as a board chair?+
No. The executive director is a salaried employee who runs operations. A board chair is typically an unpaid volunteer who leads the governing board.
Supporting sources
Can an executive director bind an organization to contracts?+
Yes. As the head of operations the executive director often has authority to sign agreements that bind the entity when acting within the scope of employment.
Supporting sources
410 U.S. 113 (1973)Constitutional Law
…339 F. Supp. 986 (Kan. 1972); Y. W. C. A. v. Kugler , 342 F. Supp. 1048 (N. J. 1972); Babbitz v. McCann , 310 F. Supp. 293 (ED Wis. 1970), appeal dismissed, 400 U.S. 1 (1970); People v. Belous , 71 Cal. 2d 954, 458 P. 2d 194 (1969), cert. denied, 397 U.S. 915 (1970); State v. Munson , 86 S. D. 663, 201 N. W. 2d…