Number of Not-for-Profit Directors, their Responsibilities, and Director Appointments

Q: What are the responsibilities of the directors of federal my non-for-profit corporation?

A: The board of directors manages and supervises the activities of the corporation and are accountable to the members.

Q. How many Directors must a federal Not-for-Profit elect?

A not-for-profit corporation must specify either:

  • A fixed number of directors, OR
  • A minimum and maximum number of directors.

In this second scenario, the precise number of directors to be elected can be established from time to time by ordinary resolution of the members.

  • Generally a corporation must have at least one director;
  • A soliciting corporation must have a minimum of 3 directors. Two of these must not be officers or employees of the corporation or its affiliates.

Q: How are the directors of a federal non-for-profit corporation elected?

A: The directors of a non-for-profit corporation are elected by a majority vote cast at an annual meeting of the members.

  • A director’s term may not exceed four years;
  • It is not permissible to have directors who hold office as of right, without the need to be elected by the members;
  • The director must consent to fill this position. If the elected director is present at the meeting when the election takes place, s/he is deemed to have consented to serve as director, unless s/he refuses;
  • If the elected director is not present at the meeting when the vote takes place, s/he must either, a) consent to his/her election in writing before that meeting or within 10 days after the meeting, OR b) act as a director after the election.
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