The Hudson Valley Gateway Chamber's October 2022 Nonprofit Newsletter
The Nonprofit Committee brings you a newsletter once a month that focuses specifically on the issues confronting nonprofit organizations including an educational article and an article highlighting a Hudson Valley Gateway Chamber member nonprofit.
Let Us Help You Get the Word Out!
Is your organization having a Gala? Fundraiser? Volunteer Recruitment Day?
Chamber member nonprofits please contact us
so we can publicize your event in this newsletter.

Serving on a Nonprofit Board…why D&O Insurance Is Important!

by Mary F. Foster

Directors and officers are held accountable to third parties for the financial management of the organization. This brings with it the potential risk of personal financial loss. Therefore, protecting directors and officers from the costs of legal defense and settlements is important to attracting qualified individuals to serve on your Board. D&O insurance also protects the organization’s assets.

Directors and Officers Liability Insurance (commonly referred to as D&O insurance) protects officers and board members (including their spouses) and their personal assets from losses if there are claims made by employees, vendors, customers or competitors for actual or alleged wrongful acts while they manage an organization. This business insurance covers legal fees and other defense costs of the individuals and the organization.
What kind of actions could cause claims to be made against the organization?
  • Breach of fiduciary duty--- not taking due care in making decisions that affect the organizations financial health; violating the duty of loyalty to the organization
  • Lack of corporate governance—lack of policies that ensure the organization operates in a legal manner and protects the organization’s assets and reputation
  • Misuse of organization funds—personal use of the organization’s assets; embezzlement
  • Failure to comply with workplace laws—unsafe working conditions; violating NYS employment regulations
  • Accusations of financial reporting errors—issuing misleading financial statements
Directors and Officers Insurance can also be bundled with another business insurance called Employment Practices Liability Insurance (EPLI); when bundled together, this is often part of a management liability insurance policy. EPLI covers claims brought by employees for such things as discrimination and wrongful termination. Bundling the two coverages may be more affordable than purchasing separate policies.

Whether true or not, the following are examples of what Directors can be sued for and the organization must defend against at the organization’s expense. D&O Insurance helps to limit the exposure to the organization and reduce the financial risks associated with these types of actions.
  • Absence (or perceived absence) of due diligence
  • Misuse of company funds
  • Fraud and criminal activity
  • Claims that you lured away key employees
  • Poaching customers from another business
  • Theft of Intellectual property
  • Failure to comply with government regulations
  • A company’s financial loss
  • Decision to sell or merge the company

D&O Insurance has several elements referred to as sides, each applying to something different.

Side A Coverage: protects directors and officers of the organization when the organization cannot indemnify them. Meaning that insurance kicks in when the organization cannot reimburse officers and directors for the cost of defending themselves against claims.

Side B Coverage: protects the organization’s financial health (balance sheet) by reimbursing the organization when it has indemnified the officers and directors. This is also known as entity coverage.

Side C Coverage: when the directors, officers and organization are named in the lawsuit, this eliminates disputes among the 3 groups and covers all 3 parties.

By the way, a director of officer cannot sue another director or officer on the same board and receive any type of payout from the insurance company.
For the insurance to be effective organizations and their officers and directors must operate in a legal and ethical manner. Defense costs and settlements will not be covered if the individual or organization is found guilty of:
  • Fraud and Criminal activity
  • Willfully lying or providing inaccurate information
  • Pending or prior litigation
  • Bodily injury or property
Errors and Omissions Insurance (E&O)
Many businesses confuse D&O insurance with Errors and Omissions liability coverage—also referred to as professional liability insurance. E&O covers errors or omissions related to the products and services of an organization, whereas D&O provides coverage for company performance related issues and claims related to fiduciary responsibilities.

What to know about cost of insurance
D&O insurance premiums depend on a few factors: the size of the organization; the number of board members on the policy; the type of business sector the organization operates in (i.e. energy, financial, technology); the amount of revenue the organization handles annually.

The average cost to a small size organization is around $1,000 to $2,000.

Talk to your insurance broker and find out more about the ways you can protect your organization’s assets and your officers and directors.
Mary F. Foster is a member of the Hudson Valley Gateway Chamber of Commerce Nonprofit Committee; Vice President of the Peekskill Rotary Foundations Board; Treasurer of The Field Library Board; a founding member of HVH2O; and a retired partner from Deloitte, an accounting and consulting firm. 
Featured Organization: The Family Resource Center of Peekskill, Inc.

by Justin Wingenroth

The Family Resource Center of Peekskill, Inc. was founded in 1983 and has been a staple of the Peekskill community for almost 40 years! Originally founded by two minority social workers and one local business owner, The Family Resource Center of Peekskill is a family and human service agency serving the greater Peekskill area.
One of the social workers, Mrs. Vera L. McCorvey, was the primary catalyst and philanthropist in providing start-up funds and ongoing funding to keep the agency fiscally afloat. She overcame the odds of being a socio-disadvantaged divorced single parent, taking the necessary risks to invest for what she believed in. A community activist, Vera made sure that impoverish people received the proper social and economic justice. In being a public servant, she was a giant for the little people.

Carrying on Vera’s legacy is a team of trained professionals experienced in administration, clinical, and case management services. The staff upholds the organization’s mission: to build support and resources within communities that strengthen and empower individuals and families, and enhance their capacities as individuals, family members, and parents.

The Family Resource Center offers a variety of services and programs that can meet the needs of families at many different levels. Along with workshops and assistance with the purchase and mortgaging of a home, they also have a Supportive Housing Program with a limited number of emergency and affordable housing units in the greater Peekskill area. FRC also administers the rental or purchase of permanent housing units. They accept referrals from Westchester County Department of Social Services and the Section 8 Program. There is a small “emergency need bank” that includes food, clothing, and furniture on a case-by-case basis. When fees are applicable, they are on a sliding scale basis.
If you are in need of assistance, FRC maintains an “Open Door Policy” that welcomes everyone regardless of race, national origin, or any other categorization on a “walk-in” basis.

“Families need safe, appropriate, and affordable housing in order to thrive!”

To donate or to check out all of the services provided by Family Resource Center, please visit
Justin Wingenroth is a member of the Chamber's Nonprofit Committee and is Owner/Director of The Dance Conservatory. Read more about his services at:
Tuesday November 15, 2022

Con Edison
Corporate Housekeeping for Nonprofits

Thursday, November 3, 2022
The Office of the Attorney General, the IRS, and other regulators have become more active in recent years in their oversight of the nonprofit sector. Join us for a session to help you navigate local, state, and federal rules as well as best practices for nonprofit organizations. Topics will include:
  • Assessing your organization's status
  • Understanding board responsibilities and best practices
  • Tips for staying on track with filing requirements; and the impact of recent regulatory changes
This workshop will be presented in partnership with New York Lawyers for the Public Interest.
Contact us to add your event here.
To request an article about a
specific topic, please contact Lucille Geraci-Miranda at
To request that your nonprofit be featured in this newsletter, please contact Lynn Amos at
Would you like to host an event for your nonprofit colleagues at your facility once COVID restrictions are lifted?

Please contact please contact Lucille Geraci-Miranda at
Do you have expertise to share with other nonprofits? Ask us about writing an educational article for this newsletter!

Please contact Lynn Amos with your ideas at

Follow the Chamber's Nonprofit Committee on Facebook:
The Chamber’s Nonprofit Committee provides meaningful opportunities for nonprofit staff, managers and board members to come together to collaborate, and embrace the importance of growth and sustainability. The Committee serves as a resource for ongoing professional development and as a forum for sharing best practices.

Committee Chairperson
Lucille Geraci-Miranda

Committee Members
Lynn Amos, Fyne Lyne Ventures
Mary F. Foster, HVH2O and The Field Library
Chereese Jervis-Hill, Events To Remember
Tim Warn, Civic Member
Justin Wingenroth, The Dance Conservatory