It is not at all clear whether those duties and obligations extend to officers and directors of nonprofit corporations as well. These materials assume that, for the most part at least, those new business corporation rules apply. Liability of directors As a broad general rule, directors are not liable for actions or inactions of officers, agents or employees of the nonprofit corporation. This broad rule has numerous exceptions. And some of the exceptions can themselves be limited by the partial immunity described below.
Every director owes a duty of care to the nonprofit corporation.
The duty of care is quite broad. It ranges from a duty to monitor the affairs of the nonprofit corporation to guard against loss or injury to the nonprofit corporation, to a duty to vote and not to abstain. For example, a director violates the duty of care if he or she fails to review the treasurer's report, or the minutes of the previous meeting. This is an obligation to avoid self-dealing. Self-dealing occurs when a director places his own interests ahead of those of the nonprofit corporation.