Non Profit Organizational Governance

Non Profit Governance 101 Membership 3 lectures 01:36:03 Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Non Profit Governance 101 Membership 3 lectures 01:36:03 Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. Directors what they do, How they do it and for whom The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. The Nonprofit Corporation and Its Directors: What They Do, How They Do It, and for Whom What Does It Mean to Be a Director of a Nonprofit Corporation? A director acts as a part of a board-Anyone serving as a director of a corporation must be aware of what a director is—and isn’t. As a body, a board of directors has considerable powers. In most corporations the board plays a substantial part in the beginning or end of any corporate activity, and the board appoints or removes corporate agents, executives, and officers. In contrast, an individual director, acting alone, has almost no power: rather each director exerts her or his power as one participating element in the board of directors.1 Nonetheless, the individual director is still legally accountable for corporate actions in certain circumstances and has legally protected rights and duties to participate in the board’s decisions and all information related thereto. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. The Legal Environment of the Non Profit Corporation Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. Directors need to understand the corporation's legal environment, in order to ensure the corporation acts within the bounds of the law and maximizes its performance for its constituency of service. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Director Orientation and Revitalization The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. The corporation should institute formal actions and procedures to assure that all directors have received (and continue to receive) key documents regarding the corporation. New directors should be given specific orientation as to the corporation's history, structure, and activities, and be encouraged to share their unique perspectives with the board. Current board members should periodically be given the opportunity to engage in strategic planning, self evaluation, and other analysis that show how well both the corporation and the board are fulfilling their missions. Directors and Advisers PERSONAL RESPONSIBILITY 202 6 lectures 02:38:39 Duties and Rights of Non Profit Corporation Directors In carrying out their functions for the corporation, directors are subject to two primary obligations: a duty of care and a duty of loyalty. The duty of care and the duty of loyalty are the common terms for the standards that guide all actions a director takes. These standards are derived from a century of litigation principally involving business corporations, but are equally applicable to nonprofit corporations. Duties and Rights of the Non Profit Director part 2 Director Liability Risk and Protection The failure (or alleged failure) of directors of non-profit corporations to fulfill their duties may expose them to liability to third parties, or to the corporation Directors should therefore be aware of protections that may be available against such liability in recent years, litigation against directors of many varieties of nonprofits has increased in frequency The demise of the charitable immunity exemption, that was previously available to many kinds of nonprofit corporations has increased the frequency of suits against directors and officers of public benefit and religious corporations., (Mutual benefit corporations and their directors have never enjoyed the protection of the charitable exemption.) Although many small nonprofit corporation boards face little or no practical liability risk, all directors need to understand the actions that may be taken to protect them against liability related to their service on a nonprofit corporation's board. A nonprofit corporation director should understand what the corporation's basic documents provide as to indemnification and insurance, and know if there are any statutory exemptions or other legal provisions that may limit the director's liability. Directors Liability Risk and Protection part 2 Duties of Directors Under Special Circumstances This lecture will cover the duties of a director under special circumstances such as: (1) disposition of unique property; (2) mergers, sales, or other change of control events; and (3) insolvency or bankruptcy. Duties of Directors Under Special Circumstances Part 2 Directors and Advisers PERSONAL RESPONSIBILITY 202 the more common nonprofit...