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Orange: Question / Learning

Does your non-proft know how long a director is allowed to sit on its board before they must be re-elected or re-appointed (term length)?Note: we are not asking about consecutive term limits.

A director’s term is the time the director is allowed to sit on the board until they must be re-elected, be re-appointed, or step down.

A director’s term begins when the director is either elected or appointed to the board.

A director’s term ends when the director must either conclude their time on the board or seek re-election or re-appointment. This should be set out in your non-profit’s bylaws.

Does your non-profit have different classes of members?

Classes are groups of members that have different sets of rights. For example, some non-profits have voting and non-voting classes of members.

If you aren’t sure whether your non-profit has member classes, check its bylaws. If a non-profit has more than one class of members, it is required to describe the class and list its respective rights in the bylaws.

Note that this does not refer to different categories of members (e.g. family and individual memberships; gold and silver memberships) unless there are different rights associated with that category.

Does your non-profit know the duties of directors?

Duties are the standards which must be met by directors.

A director of a non-profit must:

  • Act honestly and in good faith (without ulterior motives) in the best interests of the non-profit
  • Act toward the purposes of the non-profit
  • Exercise the care, diligence, and skill of a reasonable person in the circumstances
  • Follow the bylaws of the non-profit
  • Follow the law, including the Societies Act

Are people who want to join your non-profit required to apply to become members?

Many non-profits have bylaws that require the board to have the final say on whether an individual can join. However, many non-profits have gotten out of the habit of taking this important step.

Having a membership policy is a good idea (we will ask you about your membership policy in the next question). It’s a good idea to have any prospective members apply using a form. This will help your non-profit to keep track of the number of members.

Does your non-profit know who its members are?

Members of a non-profit are most often defined in its bylaws. They might also be described in its constitution. Your non-profit's bylaws might use a word other than member such as supporter or congregants.

Members are the people to whom the organization is ultimately accountable (i.e. they elect the directors and have a right to attend members’ meetings), or in the case of non-voting members still retain the right to come to members' meetings and otherwise participate in the non-profit.