The call comes from a reporter, or maybe you draft a press release after a messy departure, and suddenly you're speaking for the organization about why things went sideways. If what you say is false and damages someone's reputation, you can be sued personally for defamation, and the fact that you said it while wearing your board member hat doesn't change that. A March 2026 Alberta decision made this concrete when a court ordered two nonprofit directors to pay $100,000 for statements they made to media blaming a former executive director for the organization's failures. The statements turned out to be false and damaging, and the directors were held personally liable.
This catches people off guard because board service feels like a collective, institutional activity. You're not speaking for yourself when you talk to the press about organizational matters, you're speaking for the charity or the association or the housing co-op. But defamation law doesn't care about the org chart. The person who utters or publishes the defamatory statement is the one who gets sued. If you, as a board member, tell a journalist that your former executive director embezzled funds or was incompetent or drove the organization into the ground, and those statements are false and harm the person's reputation, you're the defendant. The nonprofit might be named alongside you, but that doesn't absorb your exposure.
The reason personal liability exists is fundamental to how defamation works. It's a tort, a civil wrong committed by a person against another person. When you make a defamatory statement, you're the actor causing the harm. The law holds you responsible for the damage your words inflict, regardless of whether you spoke those words in a personal capacity or an official one. There's no corporate veil for speech. The organization can be liable alongside you if the statement was made in the course of organizational business, but your personal involvement doesn't disappear just because you were acting on behalf of an entity.
The volunteer defence doesn't exist because tort law has never recognized it. Courts have been clear on this point for generations. Being unpaid doesn't reduce your legal capacity to cause harm, and it doesn't create a special immunity for board members who happen to be giving their time rather than drawing a salary. The person who drives negligently as a volunteer is just as liable for the accident as someone doing it for pay. The same principle applies to defamation. Your motivation, your compensation structure, and your good intentions are irrelevant to whether you defamed someone. What matters is what you said, whether it was false, and whether it damaged someone's reputation.
This might feel harsh to people who see board service as community contribution, a civic duty undertaken without personal benefit. But the person on the receiving end of a false and damaging statement suffers the same reputational harm whether the speaker was paid or not. The injury is identical. The law doesn't grade defamation claims on a sliding scale based on the defendant's employment status. If it did, every paid board member would suddenly become a volunteer to dodge liability, and every plaintiff would be left without recourse against people who chose to speak publicly and recklessly.
The elements haven't changed in decades. A statement is defamatory if it's published to a third party, refers to the plaintiff, and would tend to lower that person's reputation in the eyes of a reasonable person. Truth is a complete defence, but the burden of proving truth falls on the person who made the statement. Qualified privilege can sometimes protect statements made in certain contexts, like internal board discussions or communications with regulators, but the privilege evaporates when statements are made to the media or the public without necessity. Once you step up to the microphone or send the email to your membership list, you're in public territory and the usual rules apply.
Directors and officers insurance sometimes covers defence costs for defamation claims, but not always, and policies vary wildly. Some exclude intentional torts, which defamation can be depending on how the claim is framed. Some have sublimits that won't stretch far enough. The Alberta case is a reminder that personal exposure is real and that coverage isn't guaranteed just because you have a D&O policy in place. Reading the actual policy before you need it is the kind of thing nobody does until it's too late, which is exactly why it matters.
The temptation to explain, to justify, to set the record straight after a difficult departure is understandable. Organizations want to protect their reputations. But the board member who becomes the public voice of that explanation is the one who carries the risk. The legal exposure doesn't evaporate just because you meant well or believed what you were saying or thought you were defending the mission.
Running a nonprofit, or serving on a board, means exposure to risks that don't always look like risks until someone files a statement of claim. Binder exists for exactly this kind of quiet, persistent monitoring, the kind that catches the moment before it becomes a lawsuit and helps you understand where your real exposure sits. You don't need a lawyer on retainer to stay ahead of this, you need something watching for it, while you focus on the work you love. If you've navigated a situation like this, or have questions about board liability, share your thoughts in the comments below.