A director who disagrees with the decision of the board should always be recorded in the minutes as opposing the vote. Under the law of most states, the director is otherwise assumed to have assented. (See Ready Reference Page - Preparing Minutes of Board Meetings Is Usually More Art Than Science.) Although directors are seldom held personally liable for their conduct on the board, they might be held liable if their decision causes foreseeable injury and is not otherwise justified. (See Ready Reference Page - Directors Often Fear Risks of Personal Liability.)

 

A director who asks “dumb” questions and occasionally votes no on an issue performs a real service to the corporation by forcing the other members of the board to think about what they are doing. Although nonprofit board members generally like consensus, a diversity of view helps decision-making.