Full question:
We have a non-profit ski club in Central NJ. Our club president recently resigned after only 3 months and immediately following her resignation, started a new ski club of her own. She has used our club photos, website images, kept our contacts, tried to get our members to jump ship, etc. Her new club was up and running way too soon to have been done any time after her resignation, leading us to believe her representation of our club at least toward the end was not in our club's best interest. Do we have any legal recourse? We have no non-compete clauses in our by-laws. We were thinking it may be a breach of fiduciary duty?
- Category: Fiduciary Duty
- Date:
- State: New Jersey
Answer:
In a non-profit organization, the president has a duty of care, loyalty, and disclosure to the members. This means they must act in the best interest of the organization and avoid conflicts of interest. Whether there was a breach of fiduciary duty will depend on the specific facts and circumstances of the situation.
Factors a court may consider include whether the former president benefited personally at the organization's expense or failed to disclose important information. For example, did she divert funds or withhold information that could harm the organization? Courts assess the actions of corporate officers against what a reasonable person would do in similar circumstances.
Even without a non-compete clause, a former officer may not exploit their position for personal gain or harm the organization’s ability to operate. If her actions were based on information acquired during her tenure, she might still be liable for those actions even after resigning.
Regarding the use of club photos and contacts, copyright law protects original works, including photographs. If the photos were created as part of her role in the club and no agreement states otherwise, the club may hold the copyright. If she misused these materials, there could be grounds for legal action.
For specific legal advice tailored to your situation, consider consulting a lawyer familiar with non-profit law.
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.