CONFLICT OF INTEREST ISSUES
RESOURCE MATERIAL FOR ADDITIONAL INFORMATION
1.
2.
3.
General Discussions Regarding Conflicts of Interest in Context of Duty of
Loyalty
(a)
Guidebook for Directors of Nonprofit Corporations ( G. Overton and J.
Frey, eds., American Bar Association 2002), Chapter II: "Director Duties
and Rights"
(b)
John F. Olson and Josiah O. Hatch, III, Director and Officer Liability:
Indemnification and Insurance § 1.05 (2001 Update)
(c)
The Martha Graham School and Dance Foundation, Inc. and Ronald A.
Protas v. Martha Graham Center of Contemporary Dance, Inc., et al., 153
F. Supp. 2d 512 (S.D.N.Y. 2001) (finding breach of fiduciary duty by
Artistic Director for registration in his individual name of "Martha
Graham" trademark name).
State Laws and Revised Model Nonprofit Corporation Act (Model Nonprofit
Corporations Act), regarding when a Transaction involving a Personal Interest is
Void or Voidable
(a)
Model Nonprofit Corporations Act, § 8.31
(b)
Illinois Not For Profit Corporation Act of 1986, § 108.60
(c)
Pennsylvania Nonprofit Corporation Law, § 5728
(d)
California Nonprofit Corporation Law, § 5233, § 5234
"Dual Hat" Conflicts
(a)
Laurie Larson, "How Many Hats are Too Many?", Trustee (Feb. 2001)
(discussing conflicts of interest on rural hospital boards)
(b)
Allina Health System/ Allina
Understanding with Minnesota
www.ag.state.mn.us)
Health Plans Memorandum
Attorney General (available
of
at
(1)
Memorandum of Understanding with each of : Allina Health
Systems and Medica Health Plans
(2)
Attorney General's report on conflicts of interest in Allina system
CHI99 3888304-1.T03049.0015
(c)
4.
Conflict of Interest Policies
(a)
5.
6.
Shepherd of the Valley Lutheran Church of Hastings v. Hope Lutheran
Church of Hastings v, Hope Lutheran Church of Hastings, Minnesota, 626
N.W.2d 436 (Minn. App. 2001) (vice president of a nonprofit religious
[church] corporation found liable for breach of fiduciary duty in secret
activities to split off a portion of the church's membership into a separate
corporation and to transfer the church corporation's real estate to the new
corporation).
IRS Sample Conflicts of Interest Policy for Tax-Exempt Health Care
Organization (1999)
IRS Intermediate Sanctions' Approach to Conflicts of Interest
(a)
McDermott, Will & Emery Health Law Update, Intermediate Sanctions: A
Guide to the Temporary Regulations (Feb. 8, 2001) (available at
www.mwe.com)
(b)
Evelyn Brody, Troubling Lessons from the Bishop Estate Settlement for
Administering the New Intermediate Sanctions Regime, published in The
Exempt Organization Tax Review (vol. 32, no. 3, June 2001)
(c)
Steven Miller, Easier Compliance Is Goal of New Intermediate Sanction
Regulations, published in The Exempt Organization Tax Review (vol. 32,
no. 3, June 2001) (also available at www.irs.gov)
Indemnification Issues - When Can an Officer, Director or other Insider be
Indemnified by Corporation for Liability involving Alleged Conflicts of Interest?
(a)
Daniel L. Kurtz, Board Liability: Guide for Nonprofit Directors, Chapter
6: "Protection: Indemnification and Insurance"
(Association of the Bar
of the City of New York; Moyer Bell, pub., 1988)
(b)
Guidebook for Directors of Nonprofit Corporations (G. Overton and J.
Frey, eds., American Bar Association 2002), Chapter X: "Director
Liability Risks and Protections"
(c)
State Liability Laws for Charitable Organizations and Volunteers
(Nonprofit Risk Management Center 2001) (available at www.
riskinstitute.org)
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