Officers

An “officer” is a person that the board of directors elects or appoints to a certain position in the nonprofit.

An officer has whatever responsibilities the board decides the position gets. Examples of officer positions are president and vice-president.

Nonprofits are required to have a “chair.” If you do not have a chair position, you must create one or add the title of chair to another position. For example, if you have a president, you can change their title to chair or add chair to their title.

The chair must also be a director.

If you have other officer positions, such as president and secretary, you can keep them, but they are not required now.

Similar titles such as “chairperson”, “chairman”, or “co-chair” will not be accepted by the Ontario Business Registry because those titles do not comply with ONCA. The title must only be “chair”.

Unless your articles or bylaws say they can’t do this, your directors can set up any office, appoint officers, say what their responsibilities are, and what authority they have (section 42).

No, you do not need a vice-chair.

It depends on what your bylaws say.

ONCA allows you to give an existing officer the title of “chair”. For example, if you have a president but do not have a chair, you can give your president the title of chair as well. So if your bylaws allow it, you do not need to create a new office with a new job description for chair.

But if your bylaws do not allow giving more than one office to a single individual then you need to either create a new office with a new job description or change your bylaws.

ONCA says you must have a chair position, but it does not give any specific duties or job description for it. So, the chair can have any duties as you like. You can describe the chair’s duties in your articles, bylaws or in a board resolution.

Your bylaws or articles can say what officers the board can appoint. They can also limit the board’s ability to create new officer positions.

If your articles or bylaws do not set any limits, then the board has the right to set up any office, appoint officers, say what their responsibilities are, and what rights they have (section 42).

Only the chair is required to be a director.
No other officer is required to be a director unless your articles or bylaws say that they need to be (section 42).

Yes, unless your articles or bylaws say that they cannot (section 42).

No, unless your articles or bylaws say that they need to be. Nonprofits are free to decide what makes a person eligible to become an officer.

Yes.

You can pay directors, officers, and members a reasonable amount for the work they do in another capacity, and for the expenses they have when doing that work. But if your bylaws say you cannot pay them, then you cannot (section 47).

Registered charities should be aware of charity law and CRA restrictions on remuneration. For charities, in some situations, you can get permission from the Public Guardian and Trustee to pay your directors. You can’t pay them for the work they do as directors. For more information see this guide.

Officers remain in office until they:

• resign
• die, or
• are removed from office.

If your nonprofit wants officers to have a term limit, your articles or bylaws must say so.

Officers are appointed by the board through a board resolution, unless your articles or bylaws say otherwise.

For example, some nonprofits have articles or bylaws that say officers are elected by members at members’ meetings. Members can elect them at the same time that they elect directors.

ONCA gives boards the power to remove an officer through a board resolution. But your articles or bylaws can specify a different process. For example, they can say that only members have the power to remove officers. Or they can give a committee of directors the power to remove officers.