Failure to Follow Corporate Practices Leads to Lengthy, Disruptive Litigation

Putting name of new directors on Facebook page does not comport with required procedures for election

“This is a classic case in which failed corporate governance led to distrust, dissention, and disorganization.  With all the best intentions aside, had these two nonprofit entities followed corporate principles and practices likely no lawsuit would have been filed.”

Directors Not Liable for Bad Decision In Rejecting Settlement of Lawsuit

Ohio Court cites doctrine of litigation privilege, but disclaims ability to provide indemnification

The Court of Appeals of Ohio has ruled that directors of a nonprofit trade association cannot be sued on behalf of the corporation for turning down a settlement offer in a defamation suit that would have saved the Association $43 million.  But it has also ruled that it had no jurisdiction to force the Association to indemnify the directors who successfully defended the suit, saying that could be done only by a court in Delaware, the state of the Association’s incorporation.

Employee denied workers’ comp for injury at “Fun Day”

A woman working as a cook for a nonprofit providing services for persons with “developmental issues” was not entitled to workers’ compensation benefits when she stepped in a hole in the parking lot while preparing food for the agency’s first “Family Fun Day.”  An appellate court in New Jersey has affirmed a decision by a state compensation judge denying the claim.