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What’s in a Name? “Director” vs. “Trustee”

What’s in a Name? “Director” vs. “Trustee”

In the non-profit world, “directors” and “trustees” are often used interchangeably; intended to refer to the group of individuals responsible for the management of the activities and affairs of the corporation (e.g., “board of directors,” “board of trustees,” “board of governors”). Most state non-profit laws provide a common structure from which these individuals (whether directors, trustees, or governors) may carry out those responsibilities. Simply referring to a board member as a “trustee” as opposed to a “director” should not, in and of itself, automatically convert the duties of board members to the higher trust law standard. Yet, the concern is that by referring to governing board members as “trustees,” as opposed to “directors,” the non-profit corporation may unintentionally be increasing the board’s exposure to trust law arguments. Read the full article to discover whether your board members would be most accurately titled “trustees” or “directors,” and what the difference is between the two.

Author Michael W. Peregrine, Esq.

Date October 2009

Series Individual BRP Articles


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