Directors of not-for-profit corporations are fiduciaries and are generally subject to the same common law fiduciary obligations as directors of business corporations.
A fiduciary is a person having a legal duty to act primarily for another person’s benefit and is a person who:
(a) owes another person the duties of good faith, trust, confidence, and candor; and
(b) must exercise a high standard of loyalty and care in managing another’s property. As a general matter, fiduciary duties are imposed by the law to protect those who are vulnerable from those who have power over them.
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