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Orange: Question / Learning

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.

Do all directors and staff have a copy of your non-profit's constitution and bylaws or at least know where they can find a copy?

The best practice is to read and know your bylaws and review both the constitution and bylaws annually. In addition, it's crucial that the board of directors read and know the non-profit's bylaws.

When directors and staff know the bylaws, the non-profit benefits from better continuity (i.e. if someone leaves suddenly) and accountability (i.e. directors and staff can identify when bylaws aren't being followed).