American College Of Surgeons - Inspiring Quality: Highest Standards, Better Outcomes

When Board Members Go Bad: Practical Aspects of Hard Problems

Paula Goedert

Presented by Paula Goedert, ESQ, Barnes & Thornburg, LLP

One of the most challenging situations faced by boards and staff of non-profit organizations occurs when board members go bad. A whole variety of impolite, inappropriate, and illegal behavior can accompany board participation. What can be done about it? This webinar covers legal and non-legal aspects to help staff and board members navigate the black waters of board member misbehavior.

Learning Objectives

  • Issues caused by board behavior
  • Hierarchy of authority governing board member termination decisions (state law, bylaws, etc.)
  • Other legal risks in handling board behavior issues
  • Non-legal solutions to board behavior issues

More about Paula Goedert, ESQ

Paula Cozzi Goedert is a partner in the Chicago office of Barnes & Thornburg LLP where she chairs the Associations and Foundations Practice Group. She concentrates her practice on the representation of non-profit organizations, including professional societies, trade associations, public charities and private foundations. Ms. Goedert serves as general or lead counsel for many national associations including the American Architectural Manufacturers Association, the American College of Surgeons, the Bank Administration Institute, the National PTA, and the American Library Association. She is a frequent lecturer and has authored many articles on non-profit and association topics including governance, antitrust, copyright issues, lobbying by exempt organizations, human resource issues, legal status of chapters, and the unrelated business income tax.

Ms. Goedert was listed as a 2014 Leading Lawyer in Association and Non-Profit Law by Leading Lawyers Network and since 2007 has been listed in The Best Lawyers in America® in the area of Non-Profit/Charities. She has been named an Illinois Super Lawyer® in the practice areas of Non-Profit, Business/Corporate and Tax and was the recipient of the John C. Thiel Distinguished Service Award from Association Forum. Ms. Goedert received the President’s Award from the Association Foundation Group and has served on the Association Forum of Chicagoland’s board of directors, the board of the American Society of Association Executives Foundation and as Chairman of the Legal Section Council of the American Society of Association Executives.

Ms. Goedert earned her BA summa cum laude from Mundelein College and her JD magna cum laude from Northwestern University where she was named to the Order of the Coif and served as special projects editor for the Northwestern Law Review. She is admitted to practice in the state of Illinois and Washington, DC.

View the When Board Members Go Bad webinar