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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 ...
As part of the appointment of officers, the board will often approve indemnification agreements with the officer. Such agreements provide for indemnification of officers for personal liability for actions taken on behalf of the corporation. The board will also approve separate resolutions that approve indemnification for decisions made by ...
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]
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.
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 ...
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]
The corporation's name might consist of its governing board members' title (for example, The Trustees of Princeton University is a New Jersey nonprofit corporation). These board members (trustees, regents, etc.) are fiduciaries for the corporation. In some cases, the institution might not have separate legal personhood; the trustees transact in ...
Early in his career, Carver searched for a reliable guide to managing the work of a board. His research turned up little on the proper role of the board of directors. Carver noticed that board members often wonder what the board's job is and where the line lies that distinguishes the board's job from that of the chief executive officer. Carver ...