On January 23, 2018, NEO’s Erin Bradrick will be presenting So You Wanna Join a Nonprofit Board? at the Bar Association of San Francisco Conference Center from noon to 1:15 pm. The event (offered live and as a webinar) is sponsored by the Litigation Section of the Barristers Club. Victoria Weatherford of the San Francisco City Attorney’s Office will serve as moderator.

Topics

• Wearing two hats: should you provide legal advice?
• Officer and Director liability
• Conflicts of interest
• Role of the Board of Directors in governing the nonprofit
• Fiduciary duties of Directors

Preliminary Thoughts

Joining a nonprofit board is serious business. By becoming a nonprofit board member, you will accept and assume certain legal (fiduciary) duties, generally including ultimate responsibility for the direction and oversight of the organization.

This responsibility may empower you to significantly influence how an organization whose mission you passionately support uses its resources. Generally, you should be acting and voting in a way that makes effective and efficient use of your organization’s charitable assets, thinking of both the short- and long-term.

Neglecting your responsibilities can hurt the organization and the public that it serves, and in certain circumstances, it could even result in personal liability (meaning you could personally and financially be responsible for the harm done). So, before agreeing to join a nonprofit board, you should be prepared to review important materials and what and how the organization is doing, attend meetings, ask questions, assess the performance of the executive and the board itself, create policies and guidelines, advocate for the organization’s mission, and plan for its future.

You’ll certainly want to be mindful of any conflicts of interest you or any other organizational leader may have. Not all conflicts of interest are bad or prohibited, but they typically must be managed in a particular way to avoid violating certain laws, which may include prohibitions against self-dealing (state and/or federal), private inurement, private benefit, and excess benefit transactions. And lawyers serving on a nonprofit board and giving legal advice (even informally) must exercise particular care with respect to the inherent conflicts and other issues that apply where they serve dual roles.

General Nonprofit Board Resources

Nonprofit Board Resource Center (Bridgespan)

Board Roles and Responsibilities (National Council of Nonprofits)

Leading with Intent: 2017 National Index of Nonprofit Board Practices (BoardSource)