Why is it important for the boards of nonprofits and charities to consist of at least three members that are at arm’s length to each other and to the most senior staff person? The Canada Not-for-profit Corporations Act states that any soliciting corporation must have a minimum of three directors.1 Requiring directors to be at arm’s length from one another and to the most senior staff person and other management staff ensures that board members act in the best interests of the organization and avoid conflicts of interest. It also helps to maintain the diversity of the board, one of the board’s key responsibilities.2
From "Accreditation Preparation Workbook Section A: Board Governance," Katharine Zywert, Social Prosperity Wood Buffalo at the University of Waterloo, 2013.
- “‘Number of Directors’ in New Legislation Canada Not-for-Profit Corporations Act: The Directors,” Corporations Canada.
- “Primer for Directors of Not-for-Profit Corporations: Rights, Duties, and Practices,” Industry Canada, 2002.
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