Key point 6-07.09. Church board members may be personally liable for actions they take that exceed the authority vested in them by the church’s governing documents.
Occasionally, it is asserted that the directors of a nonprofit corporation have exceeded their authority or power. Some courts have held that directors of nonprofit corporations have a fiduciary relationship with the members of the corporation that requires them to follow the corporate charter and bylaws. For example, one court held that directors who attempted to amend the bylaws of a nonprofit corporation without the knowledge or approval of the membership violated their fiduciary duty to the corporation: “In seeking to disenfranchise the members of the corporation, some or all of the officers and directors of the corporation failed to meet their fiduciary obligation to the members.”