Recent Developments in Minnesota Regarding Officers, Directors, and Trustees

• Key point. In most states, uncompensated directors of nonprofit corporations are not liable for their ordinary negligence. They are liable only for acts of gross negligence or willful and wanton misconduct.

• Key point. The immunity of uncompensated board members of nonprofit corporations from liability for their ordinary negligence is not necessarily an "affirmative defense" that is lost if not claimed in an answer to a lawsuit.

The Minnesota Supreme Court has issued an important ruling addressing the personal liability of members of the board of a nonprofit corporation. While the case involved a director of a local "humane society," it has direct relevance to board members of churches and other religious organizations. An uncompensated director of a humane society was sued by an employee who was injured when he attempted to disinfect some animal cages using a formaldehyde solution ...