If you dissent, ask the secretary to record your dissent. If you are especially concerned, ask in writing. Remember that if you are present and don't register your dissent, you are presumed to have agreed. Please see the discussion at Risk Management, and particularly Insurance, below. Liability of officers Like directors, officers of a nonprofit corporation are fiduciaries.
Officers are liable for breaches of their agency duties.
Some of those duties are described here. For example, usually the treasurer of a nonprofit corporation is obligated to keep and review the books and records of the nonprofit corporation. If the treasurer delegates those obligations to the executive director of the nonprofit corporation, and the executive director fails to perform them, or, worse yet, embezzles monies, the treasurer may well be personally liable for the amount of the loss. In the case of professionals, persons who have special skill and expertise associated with the performance of the duties of the office, those persons may well be held to a higher standard of care than would a non-professional. For example, an accountant who is a treasurer may be held to a higher level of care than a lay person in the same office.