“Ask Your Attorney” Column

About Serving On A Nonprofit Board

Dear Counselor: My friend just asked me if I would be interested in serving on the board of directors for a nonprofit corporation.  I’m flattered, but I wondered what issues I should consider before accepting.

Dear Client: There are many kinds of organizations (everything from the local hospital board, to the PTA, your condo association, and the Girl Scouts) that depend upon volunteers).  Service to your community is very rewarding, but before you say “yes” make sure you are totally familiar, and agree, with the purpose and goals of the organization, and the time commitment you will need to devote.  From a legal standpoint, a board member has a fiduciary responsibility to the organization.  You will have a duty of care and a duty of loyalty.  You must avoid conflicts of interest and self-dealing, and you must respect the confidentiality of certain information that will be shared with you.  Violations of these duties, which are owed not only to the association and its members, but also to nonmembers who are injured by the failure of directors to properly carry out their duties, can lead to personal liability.   So, accepting the “call to serve” carries with it a big responsibility.  Make sure you are satisfied that you have the time, qualifications and inclination to serve, and check out the “history” of the way the organization has operated in the recent past. Once you are comfortable in making the commitment, go ahead  —  people like you are needed to enable these organizations to continue their good work.

John L. Maier, Jr.

Sweet & Maier, S.C., Attorneys
114 Church St.
Elkhorn, Wisconsin