Non-Profit Senior Managers and Officers (Societies Act FAQs)

This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in May 2021.

What is a senior manager?

A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. The fact that a person is a manager in a senior role does not automatically make them a senior manager under the Societies Act. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

What is the difference between a director and an officer?

A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected or appointed in accordance with the non-profit's bylaws. Directors are usually elected by the members.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

Directors are people with rights and responsibilities under the Societies Act, whereas the Societies Act does not mention officers.

Do we have to have a secretary and a treasurer?

No. The Societies Act is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

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