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Directors and officers liability insurance (also written directors' and officers' liability insurance; [1] often called D&O) is liability insurance payable to the directors and officers of a company, or to the organization itself, as indemnification (reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for ...
A mutual-benefit corporation can be non-profit or not-for-profit in the United States, but it cannot obtain IRS 501(c)(3) non-profit status as a charitable organization. [1] It is distinct in U.S. law from public-benefit nonprofit corporations, and religious corporations. Mutual benefit corporations must still file tax returns and pay income ...
In a non-profit corporation, the "agency problem" is even more difficult than in the for-profit sector, because the management of a non-profit is not even theoretically subject to removal by the charitable beneficiaries. The board of directors of most charities is self-perpetuating, with new members chosen by vote of the existing members.
For example, in California indemnification clauses do not cover certain risks unless the risks are listed in the contract, but in New York, the brief clause, "X shall defend and indemnify Y for all claims arising from the Product" makes X responsible for all claims against Y. [13] Indemnity can be extremely costly since X's liability insurance ...
The board of directors has ultimate control over the organization, but typically an executive director is hired. In some cases, the board is elected by a membership, but commonly, the board of directors is self-perpetuating. In these 'board-only' organizations, board members nominate new members and vote on their fellow directors' nominations. [38]
Surveys have indicated that about 20% of nonprofit foundations pay their board members, [57] and 2% of American nonprofit organizations do. [58] [59] 80% of nonprofit organizations require board members to personally contribute to the organization. [60] [61] As of 2007, this percentage had increased in recent years. [timeframe?] [62] [63] [64]
An example of this is a sports club, which exists for the enjoyment of its members and thus would function well as an NFPO, with revenue being re-invested into improving the organization. [1] These organizations typically file for tax exemption in the United States under section 501(c)(7) of the Internal Revenue Code as social clubs. [5]
Fundamentally, the non-executive director role is to provide a creative contribution and improvement to the board by providing dispassionate and objective criticism. [1] Their role may change depending on the organisation, [ 5 ] [ 6 ] though they are usually not involved in the day-to-day management of the corporation but monitor the executive ...