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Legal Matters: Joining a Board

Joining a Board

Congratulations! You have graduated from residency and are establishing yourself in your local community. Now that you have more free time, you may be considering using your role as a respected healthcare provider to serve your community on a nonprofit or governmental board. Alternatively, you may be encouraged by your spouse or employer to join the board of an organization. 

However you come to join a board, there are some issues to consider before you accept a new role. 

What is a Board? 

Let’s start with the basics. What is a board? How does one join a board, and what powers and responsibilities come with sitting as a board member? 

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A board is simply a body of representatives tasked with a mission and legal duty to carry out their decisions in the best interest of the persons that the board member represents. In short, it is a form of republic governance; this governance can be for an actual State actor, nonprofit, or private for-profit company. You join the board either by being elected or appointed (via the rules of the organization or governmental agency). Your duty is to represent some class of individuals, such as shareholders, members of the organization, or the public. 

A board is generally going to be tasked with some form of power and control. In the case of being a member of the board for a corporation, you will be the legal representatives of the shareholders. Your power is going to be the hiring and firing of the executives that run the company. Your duty is to the company’s shareholders, and your decisions must come from doing what is in the best interest of the shareholders of the company. 

Generally, there will be three broad categories of boards that you can have the opportunity to join. Those boards can be governmental, private, and non-profit. Each board comes with different missions and challenges for you as a member of the board. 

Key Considerations 

Before you sign onto a board, there are some key things you should consider. 

Organizational Mission 

First, what is the mission of the organization that you are joining? If it is educational, what is the education that the organization is seeking to provide? If the board is involved in social matters, what social matters are they trying to cure or effect? If the board is a governmental board, what is that board’s task, or what do they commonly oversee? Who do they report to, or is their decision final unless litigation is undertaken? 

Generally, you should already be acquainted with the board’s mission and previous work. However, before taking a board position, I would suggest that you review the organization’s previous work and policies as you will either be following those policies or working to change them. 

Personal Information Release 

Next, and this is a big one that you should consider, is joining this board going to make you a public figure? Will joining require you and your family to disclose your finances or debts to the public? Will you have to share your home address, or will you be able to use a PO box or other means of masking your home location? 

In the case of governmental boards and tax-exempt organizational boards, you should note that there will be open records acts that will potentially make your contact information public. In these cases, you should verify what information is public and how easy it is to access it. For example, can the public ask for the information, or is there some other requirement such as legal litigation? 

In cases where your information is going to be made public, such as a mailing address, see if you can use a PO box or even a Private Mail Box (PMB). In some cases, boards will specifically state that you must use a street address and that PO boxes are not allowed. For those that wish to keep their home off the easy-to-find list, then you should consider a PMB. Other options are shared office locations if you can use your office address. Using a PO box or a PMB makes it harder for someone to find your personal home. 

You should take time to ensure that you and your family are not an easy target for internet trolls or unstable individuals. In fact, I would suggest that as a physician, professional, or public figure of any kind, you should already have your mail going to a PO box or PMB. 

Legal Liability 

Next, let us talk about liability insurance, both personal and board insurance. 

Personal Insurance 

Personal insurance, in this case, means an umbrella policy. These policies are for anything that falls outside your homeowner/renters policy or your car insurance policy. For example, did your dog bite the neighbor? Even if the neighbor did deserve it, you are still going to be liable for it, and it’s best to have an umbrella insurance policy for that situation. 

“But wait,” you might say, “why do I need umbrella insurance for serving on a board?” What happens when you have an intruder in the form of an activist on your property, and the dog rightly defends you? Having umbrella insurance is going to assist you in those matters. 

Umbrella policies are not just for dogs. Think about if you push someone away from you as they are intruding in your personal space. Consider if you have someone that comes and cleans your home, and they injure themselves on your property. Further, many of these policies will pay for the cost of your legal defense in personal injury cases, liable and slander cases, and even cases where you as a landlord wrongfully entered or evicted your tenant. Some policies will even cover your personal liability while serving on a board. 

Corporation Board Insurance

Corporation level errors and omissions insurance (commonly known as E&O) is liability insurance that is similar to malpractice insurance. It protects you in the case that you had a duty as a board member and made an error, and now there is a penalty being imposed either via civil litigation or by some other method. You should verify that the board has some form of E&O insurance so that you are not personally paying out of your pocket for these types of errors. 

As for governmental boards, you should review what immunities you are provided to protect from being personally liable for governmental decisions made by the board. You should also research what action you would have to specifically take to be held personally liable for action while sitting on the governmental board. (If you are involved in the area of mental health, this is an area where you should speak to your attorney to identify issues that might involve your personal liability). 

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Ultimately, I encourage anyone who desires it to consider joining an organization that fits their beliefs and desires to do whatever good they feel needs to be done. The information that I provide you now should not dissuade you from joining an organization – even an organization with problems. If you believe that changes can be made to save the organization so it can continue to support its mission, you should take action. In the words of Mahatma Gandhi, “The best way to find yourself is to lose yourself in service to others.”

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