Non-Profit Directors (Societies Act FAQs) - Revision history

PLEO at 23:15, 29 January 2024

2024-01-29T23:15:03Z

← Older revision		Revision as of 23:15, 29 January 2024
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	{{Societies Act FAQs TOC}}		{{Societies Act FAQs TOC}}
	{{REVIEWED \| reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in ~~May 2021~~}}		{{REVIEWED \| reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
	==Eligibility to be a Director==		==Eligibility to be a Director==
	===What are the minimum qualifications for directors?===		===What are the minimum qualifications for directors?===

PLEO: /* What does remuneration of a director include? */

2024-01-29T23:13:19Z

What does remuneration of a director include?

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	===What does remuneration of a director include?===		===What does remuneration of a director include?===
	Remuneration for being a director means that the non-profit is paying a fee to the director for coming to meetings and doing the duties of a director. It is common in the business context but not in the non-profit world~~. A non-profit can pay a director expenses arising from their duties, but most non-profits do not pay directors for being directors~~.		Remuneration for being a director means that the non-profit is paying a fee to the director for coming to meetings and doing the duties of a director. It is common in the business context but not in the non-profit world.

	Remuneration for being a director does not include reimbursing directors for expenses arising from their duties, such as the cost of travelling to a meeting.		Remuneration for being a director does not include reimbursing directors for expenses arising from their duties, such as the cost of travelling to a meeting.

	Remuneration for being a director also does not include remunerating a director for performing work for the non-profit unrelated to their duties as a director, such as paying a director to cater an event. However, this would require the director to declare a conflict of interest ~~and~~ not vote on the board consideration of the contract. The board can then decide to waive the conflict and enter into the contract for services with the director.		Remuneration for being a director also does not include remunerating a director for performing work for the non-profit unrelated to their duties as a director, such as paying a director to cater an event. However, this would require the director to declare a conflict of interest, not vote on the board consideration of the contract, and not seek to influence the vote. In addition, the director must leave the meeting while the contract is being discussed, except when their presence is required to provide the board with further information. The board can then decide to waive the conflict and enter into the contract for services with the director.

	==Conflicts of Interest==		==Conflicts of Interest==

PLEO: /* What are the minimum qualifications for directors? */

2024-01-29T23:07:20Z

What are the minimum qualifications for directors?

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	===What are the minimum qualifications for directors?===		===What are the minimum qualifications for directors?===
	The ''Societies Act'' lists criteria for the eligibility of directors:		The ''Societies Act'' lists criteria for the eligibility of directors:
	*~~Directors have to~~ be at least 18 years of age;		*Unless the bylaws allow 16- or 17-year-old directors, directors must be at least 18 years of age;
	*Directors cannot have been found by any court to be:		*Directors cannot have been found by any court to be:
	**incapable of managing their own affairs;		**incapable of managing their own affairs;
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	These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.		These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.

	Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://~~www~~.~~pacificlegaloutreach.com~~/s/~~LFNPconsenttoactdoc~~.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).		Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc_1.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).

	===We want to have a director who is 16 or 17 years old. How do we do this?===		===We want to have a director who is 16 or 17 years old. How do we do this?===

PLEO at 19:29, 10 June 2021

2021-06-10T19:29:01Z

← Older revision		Revision as of 19:29, 10 June 2021
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	These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.		These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.

	Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://~~lawfornonprofits~~.ca/s/~~LFNPconsenttoact~~.~~doc~~ Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).		Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://www.pacificlegaloutreach.com/s/LFNPconsenttoactdoc.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).

	===We want to have a director who is 16 or 17 years old. How do we do this?===		===We want to have a director who is 16 or 17 years old. How do we do this?===

Desy Wahyuni at 00:28, 29 May 2021

2021-05-29T00:28:54Z

← Older revision		Revision as of 00:28, 29 May 2021
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	{{Societies Act FAQs TOC}}		{{Societies Act FAQs TOC}}
			{{REVIEWED \| reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
	==Eligibility to be a Director==		==Eligibility to be a Director==
	===What are the minimum qualifications for directors?===		===What are the minimum qualifications for directors?===

PLEO: /* What should a director do if they have a conflict of interest? */

2021-05-20T20:22:40Z

What should a director do if they have a conflict of interest?

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	*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;		*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;
	*Not vote on the matter;		*Not vote on the matter;
	*Not attempt to influence the discussion ~~or vote~~ on the matter;		*Not attempt to influence the vote or discussion on the matter;
	*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,		*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
	*Leave the meeting while the rest of the board votes on the matter.		*Leave the meeting while the rest of the board votes on the matter.

PLEO: /* What should a director do if they have a conflict of interest? */

2021-05-20T20:22:04Z

What should a director do if they have a conflict of interest?

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	===What should a director do if they have a conflict of interest?===		===What should a director do if they have a conflict of interest?===
	[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':		[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
	*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;		*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;
	*Not vote on the matter;		*Not vote on the matter;
	*Not attempt to influence the discussion or vote on the matter;		*Not attempt to influence the discussion or vote on the matter;

PLEO: /* What should a director do if they have a conflict of interest? */

2021-05-20T20:21:42Z

What should a director do if they have a conflict of interest?

← Older revision		Revision as of 20:21, 20 May 2021
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	[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':		[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
	*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;		*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;
	**If outside a meeting, disclosure must be in writing (e.g. email) to all other directors.
	**If during a meeting, disclosure must be recorded in the minutes.
	*Not vote on the matter;		*Not vote on the matter;
			*Not attempt to influence the discussion or vote on the matter;
	*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,		*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
	*Leave the meeting while the rest of the board votes on the matter.		*Leave the meeting while the rest of the board votes on the matter.

PLEO at 20:19, 20 May 2021

2021-05-20T20:19:56Z

← Older revision		Revision as of 20:19, 20 May 2021
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	===What should a director do if they have a conflict of interest?===		===What should a director do if they have a conflict of interest?===
	S. 56 of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':		[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
	*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;		*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;
	**If outside a meeting, disclosure must be in writing (e.g. email) to all other directors.		**If outside a meeting, disclosure must be in writing (e.g. email) to all other directors.

PLEO at 20:19, 20 May 2021

2021-05-20T20:19:12Z

← Older revision		Revision as of 20:19, 20 May 2021
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	===What is a conflict of interest?===		===What is a conflict of interest?===
	A conflict of interest is a situation in which an individual or organization is involved in multiple interests that may be incompatible, where acting upon one interest could compromise another. A conflict of interest includes not only a material interest but the perception of an interest. In the legal context, this term is used to describe a situation in which a person has a duty to act in the best interests of an organization or party, yet they may have personal interests that conflict with that duty. For example, a board director voting on an increase in salary for a family member who works for the non-profit. The ''Societies Act'' requires non-profits to keep records of any conflicts of interest.		A conflict of interest is a situation in which an individual or organization is involved in multiple interests that may be incompatible, where acting upon one interest could compromise another. A conflict of interest includes not only a material interest but the perception of an interest. In the legal context, this term is used to describe a situation in which a person has a duty to act in the best interests of an organization or party, yet they may have personal interests that conflict with that duty. For example, a board director voting on an increase in salary for a family member who works for the non-profit. The ''Societies Act'' requires non-profits to keep records of any conflicts of interest.

			===What should a director do if they have a conflict of interest?===
			S. 56 of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
			*Immediately disclose they have a conflict of interest and the nature and extent of the conflict;
			**If outside a meeting, disclosure must be in writing (e.g. email) to all other directors.
			**If during a meeting, disclosure must be recorded in the minutes.
			*Not vote on the matter;
			*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
			*Leave the meeting while the rest of the board votes on the matter.

	==Directors Employed by the Non-profit Society==		==Directors Employed by the Non-profit Society==