Key point 6-07.01. Church board members may be personally liable for their own torts (conduct causing personal injury to another). This is so whether or not the church is incorporated.
Perhaps the most common basis of legal liability relates to the commission of torts. A “tort” is a civil wrong, other than a breach of contract, for which the law provides a remedy. Common examples include negligence (e.g., careless operation of a church-owned vehicle), defamation, fraud, copyright infringement, and wrongful termination of employees.
Generally, the directors and officers of a nonprofit corporation do not incur personal liability for the corporation’s torts merely by reason of their official position. Rather, they will be liable only for those torts that they commit, direct, or participate in, even though the corporation itself may also be liable. To illustrate, directors in some cases may be personally liable if they
- knowingly permit an unsafe condition to exist on church property that results in death or injury;
- cause injury as a result of the negligent operation of a vehicle in the course of church business;
- negligently fail to adequately supervise church activities resulting in death or injury;
- terminate an employee for an impermissible or insufficient reason;
- utter a defamatory remark about another individual;
- authorize an act that infringes upon the exclusive rights of a copyright owner;
- engage in fraudulent acts;
- knowingly draw checks against insufficient funds; or
- knowingly make false representations as to the financial condition of the church to third parties who, in reliance on such representations, extend credit to the church and suffer a loss.
In all such cases, the director must personally commit, direct, or participate in the tort. Therefore, a director ordinarily will not be liable for the torts committed by other board members without his or her knowledge or consent. Obviously, board members having any question regarding the propriety of a particular action being discussed at a board meeting should be sure to have their dissent to the proposed action registered in the minutes of the meeting.