Where uncompensated directors of a nonprofit organization did not engage in “willful misconduct or a knowing violation of the criminal law,” they were immune from claims by former employees under the Virginia Nonstock Corporation Act, or VNCA.

Background

Patients Out of Time, or POT, is a nonprofit organization. Michael Aldrich, Denis Petro, Irvin Rosenfeld, Melanie Dreher and Dustin Sulak were uncompensated members of the POT Board of Directors at all relevant times.

Plaintiff Laramie Van Duzer Silber is the former Chief Operating Officer of POT, and plaintiff Jeanne Van Duzer Lang is the former Chief of Staff. They bring claims under the wage payment law, or WPL, and for breach of contract, based on defendants’ alleged failure to pay appropriate wages in a timely fashion. They also bring a claim under the Conscientious Employee Protection Act, or CEPA, alleging they were terminated for objecting to and reporting on POT’s failure to comply with fundraising and federal tax law.

Plaintiffs Silber and Lang, and defendants POT, its unpaid directors and Mary Lynn Mathre have filed cross motions for summary judgment.

Choice of law

Like at the motion to dismiss stage, defendants insist Virginia law should apply to plaintiffs’ substantive legal claims. Defendants have not provided any persuasive, new material facts from discovery to support their contention that the court’s prior decision that New Jersey law applies is not the law of the case.

WPL

To hold defendants liable under...

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