Barbara:
Minnesota Statutes Section 317A.521 provides that non-profit corporations
generally must indemnify (defend in a legal action) any director or other
person who acts in an "official capacity" on behalf of the corporation.
Therefore, an officer or director- as an individual- is normally protected
from liability by the neighborhood association/non-profit.
I say "generally" because in order to be indemnified the director must have
acted in good faith and in the corporation's interest, received no improper
personal benefit from the action complained about, and not have reasonable
cause to believe the conduct was unlawful. O&D insurance is obtained by the
corporation to protect it from claims naming directors which, as noted
above, the corporation must defend. Have said all that, I agree that like
traditional public officials, neighborhood association directors make
important decisions involving public money and they ought to be well
informed, know the issues, understand documents, etc
Bob Vose
Linden Hills Neighborhood Association
Barbara Nelson wrote:
> Just to make this a bit clearer, my understanding is that anyone who is
> an officer or director of a non-profit organization can be held
> accountable for the actions of that organization. That is why there is
> Officers and Directors Insurance available, and why if your are in this
> position it would behoove you to make sure your board buys it for you.
> A few more tips, only a little tongue in cheek:
>
> 1) You are personally liable for decisions you make as a Board member.
> So, if you don't understand what you are signing, don't sign. Hello?
> Are you listening out there?
>
> 2) Don't agree to things you do not understand, and don't use words
> when you are not sure of their meaning.
>
> 3) Don't take positions just because it is cool to be a "Director" or
> to be on a power trip. Caring is important, and opinions are important
> too, but competence (which is hard work) is necessary to decision making
> and competence has to go along with caring and opinions. It's not that
> opinions and caring don't count, it's just that they can't stand on
> their own. It's a cop out to say "Oh dear, when someone mentions
> numbers, my brain turns to mush!" If someone cannot explain something
> to you in simple arithmetic, then they don't really understand it
> either, as even the most complicated calculus can be done
> arithmetically, so don't stand for it when someone tries to bamboozle
> you with their high-falutin' math talk. It's not your problem, it's
> their problem, they are talking down to you, and don't let them get away
> with it.
>
> Now, everybody repeat after me. "I will never, ever, sign a document I
> don't understand, or I will write above my signature, 'under protest'."
> That will help you later in court.
>
> Barbara Nelson
> Seward
>
> --
> Barbara Nelson
> [EMAIL PROTECTED]
>
> What lies behind us and lies before us are small
> matters compared with what lies within us.
> -- Ralph Waldo Emerson
>
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