Board Members


Board Members

Non-profit organizations rely on strong leadership to drive change and achieve their missions.

Nearly all non-profits in Canada are led by a volunteer board of directors. The role of boards varies from organization to organization. Usually the board of directors gives leadership and guides the strategic direction of an organization. Boards govern non-profits on behalf of their members, while corporate boards govern on behalf of shareholders.

If you’re interested in volunteering on a board, first consider your skills, interests and experience. Board members should know an organization’s history and mission. And they should understand the board’s role before joining.

Responsibility and liability of volunteer board members

Board members have legal obligations, but many are unaware of them. Board members are liable for their decisions and work with the board. This liability holds true for all non-profit organizations.

Directors are responsible for representing the interests of the organization. When directing the affairs of an organization, the board must act within the law. As a trustee, a board member must follow three basic principles:

  1. Diligence. Act reasonably and in good faith. Consider the best interest of the organization and its members.
  2. Loyalty. Place the interest of the organization first. Don’t use your position to further your personal interests.
  3. Obedience. Act within the scope of the law. Follow the rules and regulations that apply to the organization.

A volunteer director who fails to fulfill these duties may be liable.

Volunteer Canada offers a resource to inform board members of their legal duties. It includes a “prevention checklist” to help reduce liability. Click here to download a copy of the Directors’ Liability Insurance: A Discussion Paper.

Liability insurance

Some boards choose to get Directors’ and Officers’ Liability Insurance to protect them. Volunteer Canada offers its members access to an affordable, premium group insurance plan.


  • Advocacy on the Agenda: Preparing Voluntary Boards for Public Policy Participation — Government advocacy is often central to the work of board members. But often, boards of directors have little or no experience engaging in discussions with policy makers. This resource supports boards in their advocacy work.
  • BoardSource — With more than 20 years’ experience, BoardSource provides leaders with a range of tools to increase their effectiveness and impact.
  • Sector Source: Board Governance — Sector Source is a project of Imagine Canada and the legacy of the Nonprofit Library and Risk Management and Insurance and Liability Resource Centre. The Board Governance section outlines key processes, policies, and practices to have in place to support board effectiveness.