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How to Protect Your Nonprofit's Directors and Officers From Legal Liability

ARTICLE | March 27, 2026

Authored by Vasquez + Company

Serving on a nonprofit board is a meaningful commitment, but it comes with real legal exposure. Even well-intentioned directors and officers can find themselves personally liable if a disgruntled employee, donor, or other party decides to sue. Claims involving wrongful termination, discrimination, hiring decisions, or the alleged misuse of donor contributions are more common than many board members realize, and the cost of defending against them can be financially devastating for both the organization and the individuals named in the lawsuit. Directors and officers (D&O) insurance exists to address exactly this kind of risk, but understanding how it works, what it covers, and how costs are allocated between the organization and its board members is essential to making sure your coverage actually does its job.

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Our firm provides the information for general guidance only, and does not constitute the provision of legal advice, tax advice, accounting services, investment advice, or professional consulting of any kind. The information provided herein should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisers. Before making any decision or taking any action, you should consult a professional adviser who has been provided with all pertinent facts relevant to your particular situation. This article is not intended to be used, and cannot be used by any taxpayer, for the purpose of avoiding accuracy-related penalties that may be imposed on the taxpayer. The information is provided “as is,” with no assurance or guarantee of completeness, accuracy, or timeliness of the information, and without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, and fitness for a particular purpose. 

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