Guidance for Nonprofit Board Service:
Fiduciary Duties and Mistakes to Avoid
This presentation is limited in scope and intended to provide a brief and inspiring guideline to a deeper exploration of the stewardship responsibilities that accompany the privilege of serving as a director of a nonprofit organization. The true focus of this presentation will be on charitable nonprofits, although other nonprofit organizations exist.[1] The distinction between the various types of nonprofits is primarily that contributions to a charitable nonprofit organization that is recognized as a §501(c)(3) entity under the Internal Revenue Code will qualify for a charitable deduction by the donor. Charitable nonprofit organizations hold their assets for the benefit of the public and stewardship over such assets by the organization is essentially a public service and can be likened to trustee status at common law.[2]
[2] Note the distinction between trustee-like status of the organization, as compared to trustee status of individual directors. The law is clear that directors of a nonprofit organization are not subject to the same fiduciary duties as a trustee at common law. BOC §22.223. From a practical perspective, does application of the facts to the law result in a discernable distinction?
Susan K. Staricka
Staricka Law, PLLC
Susan Staricka owns Staricka Law, PLLC, a consulting firm offering consultation and legal services to nonprofit organizations, their legal counsel, and officers and directors in a variety of matters utilizing her skills and expertise to assist and guide nonprofit organizations. Susan is also Adjunct Faculty teaching Nonprofit Law at The University of Texas School of Law, where she received her JD with honors.
Susan spent most of her legal career in the role of “Regulator,” of the nonprofit sector overseeing the charge of the Texas Office of the Attorney General to protect the public interest in charity. As Section Chief and Senior Attorney over Charitable Trusts in both the Consumer Protection Division and the Financial Litigation and Charitable Trusts Division of the Office, she served under four Texas Attorneys General and oversaw teams of investigators and assistant attorneys general.
Over the course of her career, she has lectured frequently at nonprofit conferences such as The University of Texas Nonprofit Organizations Institute and the State Bar Annual Conference on Governance of Nonprofit Organizations and at training sessions for nonprofit entities offered by the LBJ School of Public Affairs, UT’s School of Law, and ACC’s Center for Nonprofit Studies, amongst others. She served many years on the Board of regulators of the National Association of State Charity Officials and was a frequent speaker at its annual conferences dedicated to education and training.
