General Practice, Solo & Small Firm DivisionMagazine

 

Sample Immunity Provision for Volunteers

No volunteer director or volunteer officer (as defined in the Act) shall be personally liable to this corporation or its members for monetary damages for a breach of such director’s or officer’s fiduciary duty; provided however, that this paragraph shall not eliminate or limit the liability of a director or officer for any of the following:

1. a breach of the director’s or officer’s duty of loyalty to the corporation;

2. acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

3. a transaction from which the volunteer director or volunteer officer derived an improper personal benefit;

4. an act or omission that is grossly negligent; or

5. an act or omission occurring before the filing of these Articles.

Further, so long as it is tax exempt under § 501(c)(3) of the Internal Revenue Code of 1986, as amended, the corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director incurred in the good faith performance of the volunteer director’s duties occurring on or after the date these Articles are filed. However, the corporation shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in said § 501(c)(3).

In addition, the corporation assumes all liability to any person, other than the corporation, for all acts or omissions of a nondirector volunteer if all of the following are met:

1. the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;

2. the volunteer was acting in good faith;

3. the volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;

4. the volunteer’s conduct was not an intentional tort; and

5. the volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed.

If the State Act is amended after the filing of these Articles to authorize the further elimination or limitation of the liability of directors, officers, or volunteers of nonprofit corporations, then the liability of directors, officers, and volunteers, in addition to that described in this Article, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the State Act as so amended, except to the extent that such assumption is inconsistent with the status of the corporation as an organization described in said § 501(c)(3).

No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director, officer, or volunteer of this corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.
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