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module five powers of directors and officers directors and officers powers overview the fiduciary duties of nonprofit directors coincide with certain rights that are necessary to their roles in the governance of the organization these rights include among other things the right to attend meetings and vote rights related to decision-making and policy setting on behalf of the organization the right to amend the organizations bylaws and the rules of the board and the right to inspect the nonprofits records and certain protections from liability nonprofit directors typically have a statutory right to attend all board meetings and to vote on all board decisions and to receive copies of all meeting minutes directors also have the right to abstain from a vote and to go on the record in the board meeting minutes as having dissented to a board action all directors and officers have the right to make decisions on behalf of the organization and to set policy rights associated with attendance an
