Practice Subgroup

Associations: fiduciary duty of directors

Individuals who serve as volunteer members of boards of directors are held to a high standard of conduct, and breaching this standard may subject them to individual liability. This special responsibility requires officers and directors to conduct themselves in a manner consistent with that of a fiduciary. As such, all officers and directors owe a duty of care in all of their official activities, as well as undivided loyalty and honesty in areas involving potential, self‑dealing, conflicting interests or other similar issues.

Our attorneys often counsel board members regarding their fiduciary responsibility and proper risk management in their role on the board. We assist directors relative to upholding the high standard of conduct. General Not For Profit Corporation Act of 1986 805 ILCS 105/108.70) (from Ch. 32, par. 108.70) Sec. 108.70: Limited Liability of directors, officers, board members, and persons who serve without compensation. (a) No director or officer serving without compensation, other than reimbursement for actual expenses, of a corporation organized under this Act or any predecessor Act and exempt, or qualified for exemption, from taxation pursuant to Section 501(c) of the Internal Revenue Code of 1986, as amended, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer unless the act or omission involved willful or wanton conduct.

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