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OPTN board ratifies directors and officers, approves insurance coverage language for volunteers
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Summary
At its July 1 special meeting the Invest/OPTN board ratified the new board and officer slate and approved resolution language to ensure Invest-purchased insurance covers directors, committees and volunteers; votes were unanimous as recorded in the meeting chat/form.
The Invest entity that serves as the OPTN board ratified its newly elected directors and officers and approved language to extend insurance coverage to committee members and volunteers at a July 1 special meeting.
Staff explained the legal basis for seating the board under Invest's designation agreement and Delaware incorporation. The motion to ratify the election results passed with 27 approve, 0 reject, and 0 abstain; the officer slate was ratified with 28 approve, 0 reject, and 0 abstain. The tally for the final insurance-coverage language vote was recorded as 30 approve, 0 reject, 0 abstain.
Christine (AIR staff) described existing directors-and-officers and employment-practices liability coverage with a $5,000,000 policy and said that AIR and HRSA had collected quotes to expand coverage, add errors-and-omissions (including cyber and certain bodily-injury coverage) and, potentially, medical professional liability given the board's policy role. "So this will be getting in place in the next couple of weeks before that July 23 date," Christine said, referring to the expiration of current coverage.
Board members raised questions about individual exposure for members who serve at public institutions and whether they could be named in suits. Legal counsel from Foley Hoag said Invest is a Delaware nonprofit serving as the OPTN board per the designation agreement and that staff would follow up to clarify whether individuals must report being named in lawsuits to their employing institutions.
Votes at a glance: special meeting/waive notice — approved 27–0–0; ratify officers (slate) — approved 28–0–0; approve insurance coverage language to include committees and volunteers — approved 30–0–0.
Why it matters: ensuring continuous and sufficiently broad liability coverage protects volunteers and enables the board and committees to carry out policy work without lapse of insurance; legal questions about naming or institutional disclosures remain to be clarified with counsel.
What’s next: staff said they would finalize purchases based on quotes, work with HRSA and Foley Hoag to finalize terms, and loop back to the board; the board moved to closed session for further items later in the meeting.
