Fiduciary Pitfalls for Board Members of NY Non‑Profits

New York's charitable sector is under a microscope. Headlines about self-dealing, excessive executive pay, and dysfunctional boards have prompted the Attorney General's Charities Bureau to step up investigations and enforcement actions, while recent amendments to the Not-for-Profit Corporation Law and the Non-Profit Revitalization Act impose stricter audit, conflict-of-interest, and whistleblower requirements. Well-meaning directors and the lawyers who advise them can unwittingly trip over these rules-exposing the organization (and sometimes themselves) to fines, loss of tax-exempt status, and personal liability.

At the same time, nonprofit boards are juggling pandemic-era funding gaps, hybrid meeting logistics, and heightened donor scrutiny. Time-pressed volunteers often rely on "rubber-stamp" minutes or skip related-party-transaction procedures entirely, assuming their good intentions are enough. Unfortunately, regulators and grant-makers disagree-making fiduciary missteps more costly than ever.

In light of this climate, "Fiduciary Pitfalls for Board Members of NY Non-Profits" will cover:

• The statutory framework: N-PCL, the Revitalization Act (2013-2021 amendments), and IRS Form 990 governance hot-spots
• Core fiduciary duties-care, loyalty, obedience-and how they translate into everyday board decisions
• Five real-world "blunder" scenarios (e.g., friendly loans, unauthorized restricted-fund transfers, casual conflict waivers) and the lessons regulators expect boards to learn
• Related-party-transaction approval mechanics under § 715 and § 715-a (including virtual-meeting votes)
• Audit-oversight and financial-reporting thresholds: when "reviewed" vs. "audited" statements are mandatory
• Whistleblower and conflict-of-interest policies-common drafting gaps and enforcement trends
• Record-keeping essentials: minutes that protect (or harm) the board
• Personal liability shields: D&O insurance limits, indemnification bylaws, and when the volunteer immunity statutes do not apply
• Quick-win compliance tools-annual fiduciary checklists, AG guidance, and sample certifications you can hand clients tomorrow.

Learning Objectives: 

1. Identify the statutory and common-law fiduciary duties governing New York nonprofit directors and the specific board actions that most often trigger AG scrutiny

2. Spot and analyze the top compliance pitfalls-especially related-party transactions, audit-oversight lapses, and deficient minutes-and understand how to correct or avoid them

3. Apply practical checklists, policy language, and meeting protocols that mitigate personal and organizational risk while promoting transparent, mission-focused governance