A. Directors, partners, members, managers, trustees and officers of organizations exempt from income taxation under § 501(c) or § 528 of the Internal Revenue Code who serve without compensation shall be immune from civil liability for acts taken in their capacities as officers, partners, members, managers, trustees or directors of such organizations.
§ 8.01-220.1:1.Civil immunity for officers, partners, members, managers, trustees and directors of certain tax exempt organizations.
Chapter 3. Actions · Article 21. Miscellaneous Provisions · Last amended 2011 · Last verified July 16, 2026
In one sentenceSection 8.01-220.1:1 gives uncompensated directors, officers, and similar leaders of tax-exempt § 501(c) or § 528 organizations full civil immunity for acts taken in that capacity, caps compensated leaders’ damages at their preceding year’s compensation, and withholds both protections for willful misconduct, knowing criminal violations, motor-vehicle liability, or certain fiduciary breaches.
Full Text of § 8.01-220.1:1
B. In any proceeding against a director, partner, member, manager, trustee or officer of an organization exempt from income taxation under § 501(c) or § 528 of the Internal Revenue Code who receives compensation, the damages assessed for acts taken in his capacity as an officer, partner, member, manager, trustee or director and arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer, partner, member, manager, trustee or director during the 12 months immediately preceding the act or omission for which liability was imposed. As used herein "compensation" shall mean payment for services over and above per diem and expenses.
C. The liability of an officer, partner, member, manager, trustee or director shall not be limited as provided in this section if the officer, partner, member, manager, trustee or director engaged in willful misconduct or a knowing
violation of the criminal law or if liability derives from the operation of a motor vehicle, or from the violation of a fiduciary obligation imposed during the period of declarant control by § 55.1-1943.
D. The immunity provided by this section shall survive any termination, cancellation, or other discontinuance of the organization.
Plain-English Summary
This section protects the volunteer and lightly-compensated leadership of nonprofit organizations recognized as tax-exempt under federal law — churches, civic groups, charities, homeowners’ and condominium associations, and similar § 501(c) or § 528 entities. Subsection A gives full immunity from civil liability to directors, partners, members, managers, trustees, and officers who serve without compensation, for acts taken in that capacity.
Subsection B addresses leaders who do receive compensation: rather than full immunity, their damages exposure for a single transaction or course of conduct is capped at whatever compensation they received in the twelve months before the act or omission, with “compensation” defined to exclude ordinary per diem and expense reimbursement.
Subsection C carves out the situations where neither protection applies: willful misconduct, a knowing violation of the criminal law, liability arising from operating a motor vehicle, or liability from breaching a fiduciary duty a declarant owes during the period of declarant control under Virginia’s condominium statute. Subsection D makes the immunity durable — it survives even after the organization itself terminates, is dissolved, or otherwise ceases to exist.
Frequently Asked Questions
Who does § 8.01-220.1:1 protect?
Directors, partners, members, managers, trustees, and officers of organizations exempt from federal income tax under Internal Revenue Code § 501(c) or § 528, for acts taken in that capacity.
Are unpaid board members of a nonprofit fully immune from lawsuits?
For acts taken in their official capacity, yes — subsection A grants full civil immunity to directors, officers, and similar leaders who serve without compensation, subject to the carve-outs in subsection C.
What happens if a board member does receive compensation?
Their damages exposure is not eliminated but is capped at the compensation they received in the twelve months before the act or omission that gave rise to liability, for a single transaction or course of conduct.
Are there situations where this immunity does not apply at all?
Yes. Willful misconduct, a knowing violation of the criminal law, liability from operating a motor vehicle, and liability from breaching a fiduciary duty owed during a condominium declarant’s period of control all fall outside both the full-immunity and the damages-cap protections.
Does the immunity end when the nonprofit organization dissolves?
No. Subsection D specifies that the immunity survives any termination, cancellation, or other discontinuance of the organization.
Amendment History
1987, c. 637; 1988, c. 566; 2005, c. 255; 2011, cc. 693, 704.
Source & verification. Section text and amendment history are
reproduced verbatim from the Code of Virginia, published by the
Code of Virginia, Virginia Division of Legislative Automated Systems. Last verified July 16, 2026.
· Official source
Also known as: nonprofit board member immunity virginiavolunteer director liability virginia501c3 officer immunity virginiahoa board member liability cap virginiacondominium declarant fiduciary duty virginia