Board of Directors

Incorporated non-profit organizations or charities must have a Board of Directors. The individual people who sit on the Board of Directors are called Board Members or Directors of the organization. The Board of Directors is legally responsible for the organization, its actions, and its governance.

Each Director has a fiduciary duty to the organization. This means that they must act in the best interests of the organization.

A Board of Directors can hire staff or recruit volunteers to do some or even most of the organization’s day-to-day work and decision-making. However, the Board of Directors is still ultimately responsible for the organization and its actions.

Being a Director requires a commitment to the organization. It is important for you to fully understand your role, responsibilities, and legal obligations while you serve as a Director.

Each organization has its own rules about how new Directors join their Board of Directors. Some organizations recruit and appoint specific people based on their skills. Other organizations might hold a public call for nominations. Some organizations have requirements or screening practices. Other organizations have no specific training or professional qualification requirements.

You can contact an organization and ask how it brings new Directors onto its Board of Directors.

Directors must be trustworthy and reliable. They will have access to the organization’s personnel, programs, and financial information. Many organizations check references and/or get a criminal record check as part of the recruitment process. This is to make sure that any new Directors have the skills and experience they say they have. It also ensures that they don’t have criminal activity in their past that will conflict with their position.

An organization may give new Directors guidance and a job description. This helps Directors understand what they need to do and how the organization works. Some organizations put the Director job description in the organization’s by-laws or policies. Each Director should have access to the organization’s by-laws.

The names and addresses of all Directors of an organization will be publicly available. An organization must report them to:

  • Corporations Canada, if the organization is incorporated federally,
  • Service New Brunswick, if the organization is incorporated in New Brunswick, and
  • The CRA Charities Directorate, if the organization is a registered charity.

Boards of Directors usually find ways to solve problems and resolve conflicts together. But an organization may need to remove a Director for reasons like

  • Not meeting their responsibilities as a Director,
  • Violating their fiduciary duty,
  • Conflicts of interest,
  • Breaking other rules or policies of the organization,
  • Acting in ways that are unproductive, such as missing meetings or failing to do work they agreed to do, or
  • Other major, repeated, or on-going problems.

Directors have a legal relationship with the organization. This means that removing a Director from your Board of Directors can be complicated and must be handled in a specific way. Before you remove a Director from your Board of Directors, review your organization’s bylaws and policies and make sure they comply with the Act your organization is incorporated under. Usually, it is either the New Brunswick Companies Act or the Canada Not-for-profit Corporations Act. They may have specific rules about how and why a Director can be removed from a Board of Directors.

You may want to talk to a lawyer, especially if the organization did not consult a lawyer when creating its bylaws. An organization’s bylaws can contain rules about absenteeism, term limits, and removing Directors.