When directors leave the board of a non-profit, they need to be replaced. This can happen when their term ends or even before in some cases. How does replacing a director work? Who chooses the new director? What criteria should directors meet? What is a “nominating committee”?
This article is for non-profits incorporated under Quebec law.
To learn more about federally incorporated non-profits, check out our article Non-profits: Incorporate With the Quebec Government or the Federal Government? or Corporation Canada’s website.
Who chooses directors, when, and how?
Members of the non-profit with the right to vote are the ones who elect directors to the board on a regular basis. They normally do this at the Annual General Meeting (AGM).
When a director leaves before the end of their term, the other directors on the board can usually fill the empty spot until the next election.
A director’s term can be up to two years long. But a director can also be re-elected at the end of their term unless the non-profit’s by-laws say otherwise.
What criteria should directors meet?
To be on the board of most non-profits, a director must meet these legal requirements:
- be a physical person (not a business or an organization),
- be 18 years or older,
- not be under tutorship, and
- not be bankrupt.
A non-profit’s by-laws can also create other eligibility requirements for its directors. For example, a non-profit’s by-laws can say that its directors must also be members of the organization.
Finally, the practical needs of the non-profit and its board can be important criteria. For example, the board may need a director with experience in a certain area, like communications or finance. Qualities like integrity, reliability, and dedication are also important.
What is a “nominating committee”?
A “nominating committee” is an optional committee created by the board. This committee’s role is to recruit and recommend potential directors.
The committee considers the organization’s needs and requirements when recommending candidates. Then, the final decision is up to the non-profit’s members or its other directors. Who decides depends on whether the candidate is being elected normally or to fill a vacancy until the next election.
The board can create rules for how the nominating committee works, like
- how many people will be part of the committee,
- whether the committee will be active on an ongoing or short-term basis,
- how people are chosen to be on the committee, or
- the details of what the committee must do.
For example, the board can ask the nominating committee to find and recommend five potential directors.
The process and requirements are different for choosing the first directors when creating a non-profit. For more information, check out our step-by-step guide on this topic.