Query- Liabilty of non-executive director

If there are only 2 directors in a private limited company then to pass a resolution(quoram) its compulsory to gain the consent of both whether Non Exective Director(NED) or Executive Director(as one is NED) then what will be the liaility of NED in that case? The NED director is in the company for providing technical support,please suggest me how can he wave off his liabilities and keep it upto the amount of upaid share capital without appointing a new director. Thanks in advance...