Lately, during a presentation to a group of nonprofit board members, I learned that some in the audience were not conscious of the dangers they faced as board members. This write-up explains why buying Director and Officer Insurance is an essential element of every nonprofit organization’s risk management strategy.
Background – What responsibility does a Board of Directors have?
The United States federal and state laws spot the responsibility of ensuring the purpose, plans and policies of nonprofit organizations on the board of directors. To govern correctly, nonprofit boards ought to be certain that the organization’s mission (written in the articles of incorporation and filed with the state) is accomplished and that the organization’s plans and policies are suitable and being adhered to.
What is D&O Insurance?
Nonprofitrisk.org defines Director & Officer insurance as “insurance that supplies coverage against wrongful acts which may incorporate actual or alleged errors, omissions, misleading statements, and neglect or breach of duty on the element of the board of directors and other insured persons and entities. Several D&O policies include employment practices liability coverage.”
Director and Officer Insurance could cover the expense of legal counsel, out-of-court settlements, and court-ordered compensation payments. With out this insurance coverage, legal costs to defend against a law suit could drastically damage your organization’s finances or even force your organization into bankruptcy.
Why is D&O Insurance needed?
All nonprofit organizations ought to sustain a current D&O insurance policy and no one must agree to serve on a nonprofit board unless they are sure that sufficient insurance covers them for possible liabilities.
If an employee, a member of the organization, a volunteer, a donor or even an individual from the common public thinks that the nonprofit hasn’t operated legally or according to its founding principles, they can sue the board of directors. Defending against these charges can demand expensive legal counsel, out-of-court settlement costs, or court-ordered damages may possibly be incurred. (NOTE: Even if the charges are not valid, legal counsel may be essential to defend the board members who are named in the law suit.)
Research show that Human Resources-associated issues are the most frequent cause of law suits against nonprofit boards. This includes charges of illegal employment practices or negligence when hiring or firing personnel, dealing with contractors, or managing volunteers. Other causes of law suits include conflicts of interest, not adhering to contracts, or utilizing donations for other than their intended objective.
Where can I get D&O Insurance?
Most insurance organizations offer D&O insurance. Your state’s nonprofit assistance organization might advise you on insurance carriers that offer nonprofit D&O Insurance in your state.
Usually, the cost of a policy is based on the nature and size of the nonprofit and regardless of whether legal and/or settlement fees are covered. Moreover, some policies consist of a “lifetime extension” which offers coverage to board members even immediately after they have left the board or the insurance policy has been cancelled.
Finest Practices for D&O Insurance for your board
The Treasurer of the board is typically accountable for obtaining an proper insurance policy for an organization. The Treasurer need to evaluation the D&O policy annually to be sure that the coverage continues to be enough for your evolving organization.
Appear into Employment Practices Liability Insurance while you are seeking at D&O Insurance. This insurance covers the nonprofit for Human Resources related grievances (sexual harassment, discrimination, etc) which are becoming a lot more widespread over time.
The bylaws of the nonprofit organization typically state that board members are indemnified (protected from prospective law suits) as lengthy as they are attending meetings, paying interest to board decisions, and speaking up when they are in disagreement with choices. Right here is an instance bylaw that pertains to D&O Insurance:
“Every director and officer shall be indemnified by the corporation for legal costs plus liabilities, fines, penalties and claims imposed upon or asserted against him or her (like amounts paid in settlement) unless he or she is judged liable since of gross negligence or prepared misconduct in the functionality of his or her duty as a director or officer.”
Include a discussion of your D&O Insurance coverage in your board’s annual orientation session that is attended by all board members. This discussion must incorporate who is insured, the quantity of the insurance coverage, the expense of the policy, and the warning that board members are not covered if they are not effectively-engaged in the choice-creating of the organization.
Don’t shy away from this situation.
Forward this article to your board’s Treasurer right now and ask inquiries about your D&O Insurance coverage. Ask that a presentation about your coverage be made at the next board meeting. Make certain that you are insuring your organization against a liability that could surpass your organization’s asset value. If you are a board member, make certain that you are indemnified as a volunteer of your organization.