Director rights and duties

This page explains the rights and duties of directors of Ontario nonprofit corporations. It is important that directors of nonprofit corporations know their rights and duties so they can serve their nonprofits better and avoid personal liability. Resource are not up to date for federal nonprofits.

What are the duties of a director?
This article offers a general overview of your duties as a director. This paper takes a more detailed look at those duties.

What can happen if I do not fulfill my duties as a director?
You can be sued as a director, so learn how to protect yourself from the costs of being sued as a director.

What are my rights as a director?
For a short summary of your rights as a director, see page 8 of Welcome Aboard!.

Can the board delegate its powers to an executive committee?
Sometimes.
This blog post explains which powers the board can delegate to an executive committee.

Can I be paid for my work as a director?
Yes, with some exceptions.
You can be paid as a director of a nonprofit so long as you are not a charity and it is allowed in the letters patent and bylaws. Read Payment of Director Fees (scroll down to p.3) for more information.

Who can be a director?
Directors must (Ontario’s Corporations Act s.286):

  • already be members or become members of the corporation within 10 days
  • be 18 years of age or older
  • not be bankrupt

Directors do not need to reside in Canada (see the 2nd FAQ).

Registered charities
If you are a director of a charity, you have additional duties. Charities also have stricter rules about who can become a director.

Reviewed: August 2017