Fiduciary duties of directors & officers for for-profit & not-for-profit corporations.
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Fiduciary duties of directors & officers for for-profit & not-for-profit corporations.

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Published by Pennsylvania Bar Institute in Mechanicsburg, PA (5080 Ritter Rd., Mechanicsburg 27055-6903) .
Written in English



  • United States.


  • Directors of corporations -- Legal status, laws, etc. -- United States.,
  • Executives -- Legal status, laws, etc. -- United States.,
  • Corporation law -- United States.,
  • Nonprofit organizations -- Law and legislation -- United States.

Book details:

Edition Notes

Other titlesFiduciary duties of directors and officers for for-profit and not-for-profit corporations
SeriesPBI ;, no. 2005-3981, PBI (Series) ;, no. 2005-3981.
ContributionsPennsylvania Bar Institute.
LC ClassificationsKF1423.Z9 F53 2005
The Physical Object
Paginationxxii, 194 p. :
Number of Pages194
ID Numbers
Open LibraryOL3479792M
LC Control Number2005920098

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Fiduciary Duties (Legal Responsibilities) of Your Board Board members have fiduciary, or legal, duties as established in corporate law. These are the duty of care and duty of loyalty. The nature of the two duties can overlap. Variations or new duties are increasingly discussed, including duty of good faith, duty of candor and duty of obedience. (AFile Size: 42KB. 6 E. Directors’ Personal Liability Directors of nonprofits can be held personally liable for breaches of fiduciary duties in derivative suits filed on behalf of the organization by (1) fellow board members, (2) the State Attorney General, (3) members, or (4) beneficiaries of theFile Size: 73KB.   Officers. Officers, unlike directors, each have individual duties related to managing some aspect of the corporation’s activities and affairs. Such duties are generally not defined by corporate laws, but they are described in the bylaws and/or a written position description and defined in . premise of the NPCL is that a not-for-profit corporation is managed by its board of directors acting as a body. Individual directors have no power to take action on behalf of the corporation; only the board as a whole can do that. B. Not-for-profit corporations must have at least 3 directors. Education corporations must have 5 - 25 trustees.

Directors and officers of corporations owe fiduciary duties to corporate stockholders and to the corporate business entity itself. In the corporate setting, the fiduciary duty requires both directors and officers . ENFORCING THE DUTIES OF NONPROFIT FIDUCIARIES 3 A. The Duty of Care The duty of care is the standard of conduct pursuant to which directors discharge their responsibilities Directors must fulfill their responsibilities diligently and make informed decisions Only actions (or failures to act)16 that amount to gross negligence are considered violations of the duty of care The basic duties of directors of not-for-profit and for-profit organizations are virtually the same, even though the organizations are typically governed by different laws and have different constituent relationships. Directors of not-for-profit organizations are required to discharge their duties in accordance with the following basic fiduciary.   The roles of NFP directors are defined by the articles of incorporation, bylaws, and other governing documents of the NFP, by common law, by F.S. Ch. (corporations not-for-profit), and by applicable federal regulations. Briefly, directors of a Florida NFP owe a duty of care, a duty of loyalty, and a duty of obedience.

The standard of conduct for directors of nonprofit public benefit corporations is set forth in Code §(a), which provides as follows: “A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in. This list of basic duties may be found in the Revised Model Nonprofit Corporation Act (), Chapter 8, Subchapter C (Standards of Conduct), § (General Standards for Directors). In applying these statutes, courts have explained that corporate directors have two basic duties: a . Well, under corporate law, fiduciary duty requires officers and directors to act in the best interest of a company. This classification comes with three duties that you may be required to carry out for your business. These duties may differ from one state to the next, . RESPONSIBILITIES OF OFFICERS, DIRECTORS AND TRUSTEES OF CEMETERY CORPORATIONS. The Not-for-Profit Corporation Law (N-PCL) and case law govern the rights, responsibilities and duties of the directors of a not-for-profit corporation, including a cemetery corporation formed pursuant to the N-PCL and regulated by the State Cemetery Board in .