Are board members directors? Can they have special status?
All board members are directors. Board members can have special statuses, for example: If the board is larger than six members, it can pass a by-law to create an “executive committee” composed of at least three directors. This committee’s powers must be stipulated in a bylaw, which needs to be approved by at least two thirds of the members of the non-profit at a general meeting. Such a bylaw can also be passed to create special director positions that are representative of specified territories or common interest groups within the membership. These bylaws do not have to be submitted to the government, but must be available to the public. A board can also appoint “honorary directors.” It should be noted that the board should be very clear in establishing the role of such directors.
