I am on the board of directors at a local 501(c)(3) amphitheater that hosts concerts during the summer months. The amphitheater is in financial trouble. If the organization should fold, can the Board members be held personally responsible for the debt owed?
Ordinarily directors of a corporation, whether for-profit or nonprofit, are not personally liable the debts of the corporation. But you may be entering a situation in which directors have a fiduciary duty to creditors of the organization. Several courts hare recognized a fiduciary duty to creditors once an organization enters into the “zone of insolvency.” (See Nonprofit Issues®, October 1, 2004.) It doesn’t mean that directors will necessarily be directly liable for every obligation, but that they have to act reasonably in incurring new obligations and have some reasonable prospect of being able to pay for them.
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