Boot Camp for Cooperative Directors - Part 2

Date: Wednesday, August 27, 2014
Time: 12:00 PM ET / 11:00 AM CT / 10:00 AM MT / 09:00 AM PT [Prevailing Time]
Presenters: Daniel S. Welytok, shareholder, von Briesen & Roper S.C, Ty H. Thompson, Chief Member Counsel, National Rural Electric Cooperative Association
Moderator:
Learning Objectives:
This course examines the potential liability that come with being a director, what safeguards are provided by law, and how personal liability might in any event attach.
Field of Study: Personal Development
Program Level: Basic
CPE Credit: 1 Credit Hour
Delivery Method: Group Internet-based
Prerequisite(s): No advanced preparation or prerequisites are required for this course.
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Course Description

Serving as a cooperative director has its own unique set of challenges. A director’s role is relatively straight-forward when the rules are followed, but when the rules are unclear or are simply ignored, things can get challenging. This course is designed for cooperative directors and those that advise them, and will clarify what duties a director owes, proper board procedure and how to deal with defects in board meetings, how a director can be sued or otherwise be held personally liable for his/her actions or actions of the board, what protections are available to shield a director from liability and “best practices” to avoid problems in the first place. The Boot Camp for Cooperative Directors course topics will be discussed using illustrations from real-life situations with the goal of helping directors avoid getting caught by surprise. Part 2 of the course examines the potential liability that come with being a director, what safeguards are provided by law, and how personal liability might in any event attach. Part 2 will cover: •The business judgment rule and situations where it does not apply. •Director indemnification and when personal liability might apply. •Best practices on how to deal with renegade directors. •Procedures for removing directors.

Presenter and Moderator Bios

Presenter: Daniel S. Welytok, shareholder, von Briesen & Roper S.C

Daniel S. Welytok is a shareholder in the Milwaukee office of von Briesen & Roper S.C., where he practices in the business area, with an emphasis on tax-favored organizations and cooperatives. Dan is a member of the National Society of Accountants for Cooperatives, the Electric Cooperative Bar Association, and a frequent contributor to The Cooperative Accountant. He has served in numerous leadership roles in professional associations, including the American Bar Association’s Advisory Committee, articles editor for The Tax Lawyer and chair of the ABA Tax Law Committee, Young Lawyers Division. Dan is also an active member of the Great Lake Tax Exempt Government Entities Council, where he has served as chair and Great Lakes Area liaison with the Internal Revenue Service, and he is a member of the Board of Directors of the Wisconsin State Bar Section of Taxation. He is a frequent speaker and author and has edited, authored and contributed to a number of law-based books, including Nonprofit Law and Governance for Dummies, Sarbanes-Oxley for Dummies and The Wisconsin Guide to Nonprofits. Dan received his law degree from the University of Wisconsin Law School in 1987 and his Masters of Law in Taxation from DePaul University College of Law in 1990. Ty Thompson is Chief Member Counsel for the National Rural Electric Cooperative Association in Arlington, Virginia. He is part of NRECA’s Office of General Counsel. A native of Raleigh, North Carolina, Ty graduated magna cum laude in Industrial Engineering from North Carolina State University in 1987. After working approximately two years as an Inside Sales Engineer in Charlotte, N.C., Ty attended the University of North Carolina School of Law in Chapel Hill and graduated in 1992. After working briefly for a personal injury law firm in Durham, N.C., Ty practiced law four and one-half years at Crisp, Page, and Currin in Raleigh. While there, Ty worked extensively with electric cooperatives. In July 1997, Ty began working for NRECA. At NRECA, Ty works primarily with electric cooperative tax, corporate governance, and operational legal issues. In addition, Ty is an Editor for NRECA’s monthly Legal Reporting Service; presents at NRECA’s annual Legal Seminar; assists with NRECA Course 925.1, “Cooperative Bylaws: Guiding Principles and Current Issues;” researches and drafts sample electric cooperative documents like NRECA’s Bylaw Revision Guide; speaks at various conferences, seminars, and meetings regarding electric cooperative legal issues; counsels NRECA regarding corporate governance legal issues; and serves as Parliamentarian for the NRECA Board of Directors.

Presenter: Ty H. Thompson, Chief Member Counsel, National Rural Electric Cooperative Association

Cost
$56.00 for NSAC Members / $70.00 for Non-Members

Delivery System

• All programs are delivered using the Zoom platform.
• Confirmations will include log-in instructions.
• Participants are able to participate using any device with an Internet connect (if the device does not have speakers, the participant can also dial-in) or they can participate with audio only by dialing in.
• All registrants will receive a link to the CLN’s recording by email within 48 business hours of event’s conclusion.
• There will be assistance available to help with technical and connectivity issues up to 10 minutes prior to the start of the presentation.

Registration

All registration is done on-line and each guest must provide their name and email address to participate. All NSAC members may register for free. Non-members may register for a nominal fee.

Refund Policy

NSAC will not issue refunds for CLNs. If a registrant is unable to participate in the CLN and provides notification to info@nsacoop.org 48 hours prior to the session, a credit will be provided for a future CLN. Alert the NSAC staff member monitoring the CLN if technical difficulties are encountered and technical support will be provided to eliminate problems with future CLNs.

Additional Information

Live participation is required for CPE credit and polling questions must be answered to document your active participation. All registrants will receive an email following the session with links to the slides and/or handouts, and a link to the CLN recording (unless otherwise stated). If you are unable to participate in the live session, you can still watch the recorded session, but you will not be eligible for CPE credits. Those eligible for credits will receive their certificate by email with 7 business days.

For more information regarding NSAC CLNs or administrative policies such as complaint and refund, contact the NSAC Headquarters, 7946 Clyo Road, Suite A, Centerville, OH 45459, 937-222-6707, or info@nsacoop.org.