Board member liability in the US?

Thanks Jane.  You are correct in that Paulette Vinette, along with
Stuart Hartley, have written an excellent document on risk management,
entitled:

“Risk
Management Primer for Directors of Not-For-Profit Organizations” (Revised
Edition), published by CSAE, www.csae.com   I
would recommend it for any not-for-profit organization or association.  And
there are several others.

 

What
I am looking for specifically is spreadsheets and/or a software program that
can be used to track the data gathering and then the risk management plan for
an organization.  This would list the key risk areas, the risk management tactics
(what is to be done to manage/mitigate this particular risk aspect), who is
responsible, the monitoring schedule, etc.  I am sure one can be created, but  there
may be such a took already in existence that can be adapted – by you, me and
others.

 

Regards,

Irene

 

 

 

Irene Seiferling

Board Dynamics

#810, 410-22nd Street East

Saskatoon, SK.  S7K 5T6

 

Tel:    306-665-2233

Cell:   306-229-4249

Fax:   306-652-6646

Email: iseiferling [at] boarddynamics [dot] ca 

Web:   http://www.boarddynamics.ca

 

 

 

From: Jane Garthson
[mailto:admin [at] ngoboards [dot] org]

Sent: August 18, 2008 12:28 PM

To: Ask the Community

Subject: [Global Forum - Ask] Re: [Global Forum - Ask] Risk Management
Program

 

Hi Irene:

 

Since you are in Canada – you will likely find our Insurance and
Liability Centre collection at Imagine Canada useful.

 

http://insuranceinfo.imaginecanada.ca/

 

You can ask a question here:

http://insuranceinfo.imaginecanada.ca/?q=en/contact

 

 

This is the information resource search portion of the site;

http://library.imaginecanada.ca/ilrc/default.aspx

 

Hope this is of some help.

Meg
Kwasnicki

Library Information Services Manager 

Imagine Canada- John Hodgson Library

Visit us online: http://nonprofitscan.imaginecanada.ca/

Join in online discussion at the Knowledge Exchange

 

Hi Aarti,
 
I can't help with your first question.  But, I am
going to suggest a website for the second:  www.caubo.ca  It is the website
for the Canadian Association of University Board Officers. 

 
One the left is a link entitled Risk Management.  From
there you can click onto Curie.  Curie is a reciprocal insurance exchange
for 50+ Cdn universities.    You can also get there by www.curie.org, but I thought you might be
interested in the CAUBO site.
 
Our Board members are covered through Curie, and I am
pasting below a draft letter to our Board members.  This is a format I use
with the "Merge" command so wherever you see <<......>> an
appropriate word is inserted.  Hope this helps.
 

The University is fortunate to be the
beneficiary of the talents and experience of a wide variety of individuals
serving on the University’s Board of Governors and its various committees.  We
are very grateful for all your efforts on behalf of the
University. 

 

You may
have wondered if your work as a member of the «Committee» Committee may cause personal
risk to you and whether the University covers such risk.  You are protected by liability insurance and
indemnification, as explained in this memo.

 

Errors and
Omissions Liability Insurance

 

The University has liability insurance
covering the actions and decisions of its Board and committee members.  This coverage is part of the Errors and
Omissions policy provided by CURIE, the Canadian Universities Reciprocal
Insurance Exchange.  The limit of
liability under the Errors and Omissions policy is $20,000,000. You are included
under this coverage as an “Additional Insured” described as
follows:

 

The
words “Additional Insured” shall mean the following additional interests and any
other interests added by endorsement:

 

(a)              
any
officer, director, governor or member of the directing or governing body,
employee, shareholder or volunteer while acting on behalf of the Named Insured
[University] or while acting as a director or officer of an entity other than
the Named Insured at the direction of the Named
Insured;

 

(b)              
any
former officer, director, governor or member of the directing or governing body,
employee, shareholder or volunteer with respect to acts performed in that
capacity on behalf of the Named Insured or while acting as a director or officer
of an entity other than the Named Insured at the direction of the Named
Insured.  “Acts performed” shall
include failure or omission to act.

 

The
complete CURIE Errors and Omissions policy is available in the Financial
Services office if you wish to read the details.

 

Indemnification

 

As
a duly authorized officer of the University, I declare that you are holding the
office of member of the «Committee» Committee. As indicated
above, the University has subscribed insurance for your benefit against personal
liability incurred by you in your capacity as a member of the Committee, subject
to the terms, conditions and monetary limits of the insurance policy. The
University acknowledges that you should not incur personal liability for any
decision, resolution or action that you may make, adopt or take or that you may
omit to make, adopt or take by reason of, or in connection with, your office as
a member of the Committee, to the extent provided in the next
paragraph.

 

Subject
to you providing the University with your complete co-operation with respect to
any claim, the University expressly agrees to save harmless and indemnify
yourself, your heirs, assigns and legal representatives against all claims,
actions or proceedings to which you are or are made a party by reason of you
being or having been a member of the «Committee» Committee. The University
also expressly agrees to indemnify yourself, your heirs, assigns and legal
representatives against all expenses reasonably incurred by you by reason of or
in connection with such claim, action or proceeding, provided you have acted
honestly and in good faith and provided you have acted within the scope of your
responsibilities as a member of the Committee. This agreement excludes any
claims brought by the University
against any Committee Member for dishonesty or other intentional breach of the
Member’s fiduciary duties. Whenever the University does defend a member of the
Committee pursuant to this paragraph, the University shall have the sole right
and responsibility to retain and instruct counsel, to investigate, negotiate and
settle any such claims and to direct the conduct of any civil
action.

 

Responsibility
of Committee Members

 

The
above commitments by the University provide insurance coverage and
indemnification for effective risk management. Although your work as a member of
the «Committee» Committee is covered under
these provisions, you are still responsible for acting in a prudent and
responsible manner. The expectation is a level of care, diligence and skill that
a person of ordinary prudence would exercise in dealing with the property of
another person.

 

I
hope this information is helpful in explaining the risk management strategy of
the University.  
 
(Signed by the
President)
 
I hope this is of
some help. 
 

Nancy

 

Nancy E.
Renaud

Assistant
to the Vice-President, Academic
and Research

Saint
Mary's University, Halifax,
NS   B3H 3C3

Phone:  (902) 420-5406    Fax: 
(902) 420-5104

 

 

 

 

 

 

From: Aarti [mailto:admin [at] ngoboards [dot] org]

Sent: Monday, August 18, 2008 4:34 AM
To: Ask the
Community
Subject: [Global Forum - Ask] Board member liability
US