The purpose of this article is to describe the typical roles that you will find within a non-profit in Canada and how to fill those roles.
It is common to find the following roles in Canadian non-profit organizations, regardless of whether the organizations are big or small:
- Directors
- Officers
- Members
- Employees and Contractors
- Volunteers
- Accountant
What you will find, however, is that in smaller organizations there might be one person (or a few people) that fill many of these roles while in larger organizations there will be many roles in addition to the core ones described below.
Directors
Directors act as the guiding mind of the non-profit. They are ultimately responsible for the actions of the non-profit (though they only have personal liability in limited circumstances).
All of the directors together are referred to as the “Board of Directors” or the “Board”, and individual directors are sometimes referred to as Board members.
As such, the Board is responsible for making all of the high level strategic decisions for the non-profit. For example, the Board monitors the non-profit’s financial status and decides how funds should be allocated. It also determines what lines of work the non-profit should work on.
Chair
The leading Director is referred to as the Chair.
The Chair usually takes on extra responsibilities as compared to the other Directors. It is common for the Chair to assist the Secretary (see description below) and employees to prepare for Board meetings. The Chair might also have additional powers, such as the power to cast a tie breaking vote or to call a Board meeting.
The Chair usually runs in-person meetings (i.e. she or he is the person who calls the meeting to order, reads out the agenda, introduces business for discussion, etc.). In some jurisdictions, the Chair is also considered to be an Officer of the non-profit by virtue of holding the Chair position.
Committees
Sometimes the Board will establish committees to carry out certain aspects of its work.
Common committees are (i) audit/finance, (ii) fundraising, and (ii) human resources (HR).
Committees are usually composed of a smaller number of directors that have expertise in the committee’s area of focus. On some occasions, those committees might have non-director members that contribute a particular expertise.
Committees typically work on projects assigned to them by the Board and then report back to the Board with recommendations. It is then up to the Board to discuss and vote on whether to take action on the recommendations of the committee (though in some cases committees are empowered to take actions themselves).
It is common for committees to have their own chairs, secretaries, etc. to fulfil similar functions to the chair and secretary of the Board.
Appointment of Officers
One of the most important functions of the Board of a non-profit is to appoint Officers of the corporation. Officers are another important category of role holders that are described in the following section.
Officers
The officers of a non-profit are in charge of carrying out the day-to-day business of the non-profit.
Officers usually work closely with the board of directors but also have a hands-on role, executing on the actual work of the non-profit on the ground. Officers are also the ones that are most often the public face of the company.
Each officer has a title, such as Executive Director, Treasurer, Secretary, etc. Officers are sometimes referred to collectively as “management” of the organization, particularly in larger non-profits.
Executive Director
Executive Director is a common officer title for non-profits in Canada. This role is similar to that of a Chief Executive Officer (CEO) of a for-profit corporation.
The Executive Director is the lead officer of the non-profit. In most organizations that means that all other officers and all employees report, directly or indirectly, to the Executive Director. The person holding this role is responsible for everything that you would imagine a head manager, or CEO, being responsible for.
Secretary
Every non-profit should have a corporate Secretary. The Secretary is responsible for ensuring that the non-profit’s corporate paperwork is in order and that the non-profit remains compliant with the laws that govern it.
For a detailed description of the work of corporate Secretaries in Canada, please check out our article What Does the Secretary of a Non-profit in Canada Do?
Employees and Contractors
The employees and contractors of a non-profit are just that—employees and contractors, just like a business has employees and contractors. Employees and contractors are responsible for carrying out the actual work of the non-profit.
Employees and contractors are not officers or directors of the non-profit simply by virtue of being employees or contractors.
Having said that, it is very common for certain officers (particularly the Executive Director) to also have an employment relationship with the non-profit. Executive Directors are usually the highest paid and highest level employee in a non-profit (similar to a CEO).
Volunteers
Volunteers, as the term is typically used, are similar to employees and contractors, in that they carry out the actual work of the organization day-to-day. The main difference being that the volunteers are unpaid and do not have the same rights as an employee would.
It is important to remember that in many non-profits, the Director and Officer roles are also often carried out by volunteers.
Members
Members play a crucial role in most non-profits. It is the Members who elect the Directors, so Members ultimately control who governs the non-profit.
The role of Members in non-profits is similar to the role of shareholders in business corporations.
Membership is determined by the non-profit’s articles of incorporation (or letters patent or similar constituting documents) and the non-profit’s bylaws. Members meet at least once per year to receive the annual financial statements, to elect directors, and to take care of any other business that arises.
Accountants
The accountants of a non-profit play a vital role in making sure that the organization remains financially sound and complies with all applicable tax laws. This becomes particularly important for non-profits that are registered charities.
The accountants of a non-profit work with management and directors to prepare accurate financial statements, and they attend meetings of Members to answer questions about the annual financial statements.
Depending on the level of funding received by a non-profit, there will also be an auditor engaged to review the annual financial statements and to deliver an audit report to the members.
How to fill the roles in your non-profit
Filling roles in a non-profit involves multiple steps.
Assuming that you have figured out what roles need to be filled and who will be a good fit, then the next step is to put in place the paperwork and government filings.
To take care of the paperwork and government filings, you can log in to your account with Tobuso, select your non-profit, and then select the Event Type that you want to take care of (i.e. director change, officer change, etc).
Tobuso will take care of everything for you—it will generate all of the documents that you need, sends them out for e-signature, updates your non-profit’s digital Minute Book, and submits the required government filings.
And if you’re not yet on the Tobuso platform, you can easily sign up for free, add your non-profit, and follow the prompts for starting a new event.
As always, please feel free to contact us if your situation is a little different. Or visit tobuso.ca to learn more about how Tobuso can help you and your non-profit.
