1 / 14

Non-Profit Board Members & Officers

Florida Library Association & Stetson University College of Law Dolly & Homer Hand Law Library. Non-Profit Board Members & Officers. Legal Duties. Duty of Care Reasonable care in making decisions Reasonable care in taking action Be informed Understand costs Implications of action

frey
Download Presentation

Non-Profit Board Members & Officers

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. Florida Library Association & Stetson University College of Law Dolly & Homer Hand Law Library Non-Profit Board Members & Officers Professor Rebecca S. Trammell

  2. Legal Duties • Duty of Care • Reasonable care in making decisions • Reasonable care in taking action • Be informed • Understand costs • Implications of action • Attend meetings • Act rationally and in good faith

  3. Legal Duties • Duty of Loyalty (fiduciary duty) • No self-dealing • No conflict of interests • Best interests of the non-profit come first • Protect non-profit assets • Protect non-profit name and goodwill • Full disclosure of conflicts • Recusal if necessary • Act as a trustee for the non-profit

  4. Board Member/Officer Liability • Florida Civil Liability Immunity F.S. 617.0834 • No monetary liability for 501(c)3, 4, or 6 board members or officers for statements, votes, decisions, actions or inactions or policies • Florida Liability not available if • Violation of criminal law • Self-dealing • Bad faith • Acting with malice • Failure to pay employment taxes may result in personal liability

  5. Board Member Responsibilities • Define mission • Maintain mission and direction • Set policies • Establish priorities • Craft Strategies • Ensure plans and programs are implemented

  6. Board Officer Responsibilities • Responsibilities include those of board members • Officers & duties specified in bylaws • Responsible for running the non-profit • Interact with the executive director

  7. Board Officer Duties • President • Preside at meetings including drafting agendas • Appoint committees • Vice President/President Elect • Assist president • Secretary • Maintain minutes & oversee non-profit records • Treasurer • Oversee funds, bank transactions & financial reports

  8. Board and Staff Responsibilities Board Hat Staff Hat Day-to-day activities Deal with details Implement priorities Implement policies Collect information Make proposals Pay bills Maintain records • Define mission • Set priorities • Establish policies • Direct fundraising • Review contracts • Review budgets • Review financial affairs • Review records

  9. What Makes a Good Board • Commitment • Passion • Willing to work • Strong community ties • Diversity • Willingness to help with & contribute to fundraising

  10. Recruiting Board Members • Develop a Board Candidate FAQ • Mission • History • Responsibilities • Length of service • Legal issues • Consider diversity • Consider board candidate strengths

  11. Board Meetings • Give notice of meetings (refer to bylaws) • Have a solid agenda • Outline topics & set time limits • Ask board members for input • Include basics • Approval of previous meeting minutes • Financial report • Committee reports • Old & new business • Action items (projects, etc.) • Start on time

  12. Suggestions • Create a Board Guidebook • History • Programs • Legal documents • Articles of incorporation • Bylaws • Board member job description • Directory • Board members • Staff & volunteers

  13. Other Topics in this Series • Non-Profit Basics • Tax Exempt Status • Donations & Fundraising • Non-Profit Board Members & Officers • Non-Profit Employees & Volunteers • Non-Profit Risk Management • Non-Profit Income & Records • Useful Non-Profit Resources

  14. Remember This presentation provides information, not legal advice. Always consult an attorney for legal advice.

More Related