In order to understand why you might need Directors and Officers Insurance, we must first discuss what Directors and Officers Liability is. Directors and Officers liability is the liability exposure resulting from a director or officer of an organization committing a negligent act, omission, misstatement, or misleading statement. You should also know that the term "director" and the term "officer" is not limited to your non-profit board, but could also extend to senior management or senior consultants regardless of what their actual title is. If you're still reading this, you likely run or sit on a non-profit board in Ohio, which means that we can help you!
You certainly do have a lot of risk exposure even though you are likely giving your time and energy to the non-profit organization because you care and want to make a difference. We don't want to scare you away from serving on a board, but we do want you to understand the risks and also discuss some ways to protect you, the rest of the board, and the Ohio organization from those risks.
How to handle your Directors & Officers Risk
There is no silver bullet or one size fits all approach to limiting and controlling your risk when it comes to your board of directors or your directors and officers that help manage your non-profit organization. There are however, several strategies that can help you get a start on managing some of the risks that are associated with your board.
The composition of the board is certainly an important aspect of your non-profit organization. You want to try to make sure that they are independent from management and employees within your non-profit. Outside people are more likely to be free of bias and potential conflicts that could arise. You also want to be cognizant of the size of your board, make sure that it is large enough to have diversity and expertise but not too large that it can't be fully effective. Your board should also be able to analyze their performance and it's individual members. Lastly, each board member should know and understand the organization and any Ohio governing laws that are associated with your particular non-profit sector.
Procedural actions by board members also should be accounted for. You need to be aware of and monitor the frequency of meetings, make sure that they are scheduling meetings to optimize attendance and participation. Make sure that the content of the meetings and the length of the meetings are in line with your original objectives. You should also consider getting the agenda out to the board in advance of the meeting so that they have adequate time to prepare and they can have an intelligent conversation around the talking points when the do meet. This helps to optimize everyone's time and energy when it comes to board meetings. You should also ensure that the minute notes are being recorded as they should, and even consider getting outside counsel to review the meeting notes to ensure that what's being recorded should be recorded and that the notes will hold up in court if so need be.
Lastly, avoiding conflict of interest can go a long way in helping you manage your risks associated with your Ohio non profit organization. To begin, a conflict of interest includes both the potential for and the appearance of a conflict of interest. This means that even if the perception is wrong, you can still tarnish the reputation of your organization and potentially be taken to court even if nothing wrong is ever done. You should avoid conflict whenever possible, and when conflict cannot be avoided, it can be handled by the conflicted person abstaining from voting and participating in the discussion that could be a potential conflict for them. If there is a potential for conflict, you should address and develop a plan to respond to a question in case it ever comes up. (Which will likely happen at some point in the lifetime of your organization)
Why work with us?
So now that we've discussed some of the exposures associated with directors and officers and a non profit board, you've come to the conclusion that you need insurance coverage, what now? We would love to work with you on finding the correct insurance plan that addresses your unique needs and help you implement that insurance plan. We love working with Ohio non-profit organizations and hearing the heartwarming stories that go along with them. Yours is no different, and chances are we've helped similar organizations like yours. We have the experience to help you and more importantly we have a passion to help you.