A group of several churches have come together to form a high school, with each church electing one representative to serve on a Board of Directors. My church's director has been met with resistance and obstacles when attempting to gain information on the Directors and Officers insurance.

Can the Head of School (functionally, the CEO) refuse to provide information on the Insurance Policy (such as coverage amounts and proof of payment) to a member of the Board of Directors?

1 Answer 1


Employees must follow the lawful and reasonable directions of their employer

The CEO is an employee. Their employer is the school which, I assume, is some sort of body corporate since it has directors. The school must act through its agents, in this case the directors. So, if the directors instruct the CEO to do something lawful and reasonable, then the school has done so and failure to comply is misconduct and grounds for dismissal.

Whether one director acting alone can issue such a direction depends on the constitution of the school. It might or it might require a resolution of the board. Since the CEO is an insider, the rules of apparent authority are probably not relevant.

Of course, if a director is not comfortable with the way the school is being run, they can always resign.

  • 1
    Most state nonprofit corporate codes would entitle a director to that information without a resolution of the board as a whole.
    – ohwilleke
    Jun 17, 2021 at 0:34
  • @ohwilleke I agree but it’s not a certainty
    – Dale M
    Jun 17, 2021 at 2:08
  • Any idea what the law is in Missouri ?
    – Elros
    Jun 17, 2021 at 11:43

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