A Check List for Prospective (and Current!) Directors

Adapted from Volunteers and the Law: A Guide for Volunteers, Organizations and Boards, Chapter 4, Boards and Directors

Before you become a director

• Learn about the organization’s goals, objectives and programs.
• Enquire about the community and professional image of the organization.
• Gather as much information about the organization as possible, including policies, finances and staff.
• Read and understand the constitution and bylaws.

Be an active participant

• Attend all meetings of the board, or as many as possible.
• Read minutes and reports in advance of meetings.
• Promptly complete any tasks you agreed to do.
• Make inquiries about the management and operation of the organization when necessary.
• Insist that all committee meetings are reported at board meetings, either in oral or written form.
• Obtain and read copies of minutes for any meetings you miss.
• If you disagree with decisions made in your absence, have your dissent recorded at the next meeting.
• Keep a copy of all minutes and other important documents.
• Ask questions until you are sure you understand a board decision.

Take care when voting

• Fully understand an issue and its consequences before voting on it.
• Vote against spending money or incurring debts if you believe the organization will not be able to pay.
• If you dissent to a motion, be sure it is recorded in the minutes.
• If necessary, keep your own notes.

Be loyal to the organization

• Always put the interests of the organization before your own.
• Strive to contribute to a positive board culture including mutual respect and cooperation.
• Don’t gain personal advantage from your position.
• Deal with conflict constructively, build trust and an atmosphere of teamwork.
• Avoid engaging in “underground communication” or political maneuvering outside of meetings.

Act prudently

• Don’t allow the organization to take unreasonable risks.
• Be certain that the organization’s records are audited by a reputable firm of chartered accountants. [Note: The CCA is not a reporting society and need not have financial statements audited.]
• Be certain that the organization will be able to pay for expenses it incurs or money it borrows.
• Obtain outside expert advice when necessary – for example, lawyers, engineers or accountants. If acting on it, get it recorded or submitted in writing.
• Review the President’s performance and the board’s performance periodically.
• Do not act illegally or let staff act illegally.

Know your legal liability and duties

• Know the legal liability of the board and your personal liability as a director. Understand the limits of indemnification and insurance.
• Know your legal responsibilities and your fiduciary duties including your duty to:
  • perform with diligence, care and skill
  • act with prudence
  • avoid a conflict of interest
  • maintain the organization’s legal status
  • act within scope of authority.
• Review and discuss appropriate policies, such as safety at public events and financial reporting.

Protect the organization’s legal status

Act within your scope of authority

• Do not act on the board’s behalf without prior approval.
• Avoid obligations made in your own name.
• Ensure that the organization and board’s activities are within the scope of their mandates.