Nonprofit Directors & Officers and Personal Liability: Pitfalls and Protections

Anita Lichtblau | Partner | Casner & Edwards LLP

Anita Lichtblau is a partner in the Nonprofit Organizations practice of Casner & Edwards LLP, a mid-sized Boston law firm that provides comprehensive legal advice to nonprofit organizations, businesses, and individuals. Her areas of legal expertise include nonprofit formation and affiliations, government and foundation grants and contracts, tax exemption issues, governance, cy pres and deviation actions, dissolutions, fundraising, lobbying and political activity, and employment and executive compensation. She is a former Co-Chair of the Steering Committee of the Tax-Exempt Organization Section of the Boston Bar Association and current Co-Chair of that Section’s Working Group on reforming the state nonprofit statute.

Before joining Casner & Edwards, Anita served for fifteen years as both the General Counsel for Action for Boston Community Development (ABCD), a large nonprofit human services organization and Community Action Agency (CAA) that provides Head Start and other services to low-income people, and Executive Director of Community Action Program Legal Services (CAPLAW), a nonprofit providing legal training and technical assistance to the approximately 1000 CAAs across the country, all of whom are primarily funded with federal and state grants.

Prior to holding those positions, Anita was a senior trial attorney with the United States Department of Justice handling white collar criminal cases in federal courts in New England and practiced with the Boston firm Hill & Barlow and the Washington D.C. firm Steptoe & Johnson. Anita is a graduate of Harvard Law School and Cornell University.

Sharon C. Lincoln | Partner | Casner & Edwards LLP

Sharon C. Lincoln advises nonprofit entities on the wide range of issues related to their tax-exempt status, including formation, funding, governance, executive compensation (including deferred compensation), regulatory compliance, restructuring, international grant making, lobbying, unrelated business income, tax opinions, and mergers & acquisitions. In addition, Sharon assists clients in matters directly involving the Internal Revenue Service, the Massachusetts Attorney General’s Office, and the Massachusetts Department of Revenue, including audits, appeals and ruling requests. She is admitted to practice before the U.S. Tax Court and advises clients with regard to tax-related litigation.

Sharon also assists clients with planning and structuring new social ventures. To that end, she keeps track of developments that affect social entrepreneurs, including guidance regarding benefit corporations and other “hybrid” entities.

Prior to joining Casner & Edwards, Sharon was the Chair of Foley Hoag LLP’s Nonprofit/Social Venture Practice group in Boston. Sharon is a graduate of Harvard Law School and Dartmouth College.

I. Introduction to general fiduciary duties of nonprofit directors and officers | 3:00-3:15
II. Scope of potential personal liability of directors and officers | 3:15-3:30
III. Typical state law protections for volunteer directors and officers | 3:30-3:45
IV. Federal Volunteer Protection Act | 3:45-4:00
V. Typical state law concerning directors’ and officers’ responsibility to ensure employees are paid in a timely fashion and otherwise in compliance with law | 4:00-4:15
VI. Crawford decision | 4:15-4:30
VII. Other compliance areas: Form 990, audit, maintenance of 501(c)(3) status, state reporting; employment law, deferred compensation | 4:30-4:45
VIII. Best practice protocols to mitigate directors’ and officers’ personal liability, including D&O insurance and indemnification | 4:45-5:00