Serving on a nonprofit board comes with significant responsibilities—including making important decisions about finances, operations, and governance. But what happens if you disagree with a board decision? Can you still be held accountable for it?
The short answer: Yes, in some cases—but you can protect yourself by properly documenting your dissent.
Board Members Have Collective Responsibility
Nonprofit boards make decisions as a group, and all board members share responsibility for those decisions—even if they personally disagree. This is because:
The board acts as a single governing body, not as individuals.
Decisions made by majority vote become binding on the entire board.
Board members have a fiduciary duty to the nonprofit, meaning they must act in the best interest of the organization.
Even if you personally vote against a decision, you could still be legally responsible if the board’s actions lead to legal or financial consequences.
When Could You Be Held Personally Accountable?
Financial Mismanagement – If the board makes a decision that leads to financial mismanagement (e.g., failing to pay payroll taxes, misusing restricted funds), all board members may be held liable—even those who opposed the decision.
Violations of Law – If the board approves actions that violate state or federal laws (such as engaging in fraud or failing to follow IRS regulations), all board members could face consequences, unless they properly dissented.
Breach of Fiduciary Duties – As a board member, you have the Duty of Care, Duty of Loyalty, and Duty of Obedience. If a decision violates these duties, all board members could be held responsible.
How to Protect Yourself If You Disagree with a Decision
If you strongly oppose a board decision and believe it could harm the nonprofit, take these steps:
Vote "No" and Ensure It’s Recorded – Always make sure your opposition is documented in the board meeting minutes. This serves as evidence that you did not support the decision.
Request a Formal Dissent in Writing – If necessary, submit a written statement for the record outlining why you disagree.
Consider Resigning in Extreme Cases – If the board is making decisions that could lead to legal or ethical violations, resigning may be your best option to avoid liability.
Ensure Proper Insurance Coverage – Directors & Officers (D&O) insurance can help protect board members from personal liability in certain situations.
Seek Legal or Financial Advice – If you’re unsure whether a decision could lead to personal liability, consult a nonprofit attorney or accountant.
Final Thoughts
As a board member, you have a duty to act in the best interest of the nonprofit—but you are still responsible for decisions made by the board as a whole. If you disagree with a decision, document your dissent, follow best practices, and ensure the nonprofit is operating ethically and legally.
Need help navigating nonprofit governance? InstantNonprofit can provide expert guidance to keep your organization compliant and protected.