When you apply to incorporate as a non-profit you must choose directors for your non-profit. Together they form the first board of directors for your corporation. The board of directors provides continuity and has the overall responsibility for managing the activities and affairs of the corporation and making sure that the mission of the corporation is fulfilled. The Board can appoint officers to assist in the running of the corporation.
The board's functions often include: budgeting, financing, planning, fundraising, setting policy, hiring and firing personnel, and handling public relations. The board can also pass bylaws (which later have to be confirmed by the members) and fill vacancies on the board that arise between Annual General Meetings of the Corporation.
The directors can choose to appoint officers to fill various positions on the board, such as Chair, Secretary and Treasurer. The board can also choose to appoint people who are not directors as officers to perform certain duties for the corporation. Some powers of the board, such as changing bylaws, appointing directors, filling vacancies on the board, establishing membership dues and approving financial statements, cannot be delegated to officers.
Members of a corporation elect directors to manage the affairs of the corporation. There are limits on who can be a director.
When an organization applies to become a non-profit they list who the directors will be. These directors make up the first Board. They call an initial meeting and after that meet as needed. Directors must be given notice of any meeting and there must be a certain number of directors present for the Board to make decisions.
Directors of a non-profit must act honestly and in good faith with the best interests of the non-profit in mind. They must not make decisions when their interests conflict with those of the non-profit. Directors must exercise the care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances. Directors can become liable for a debt or damages that arose because they failed to properly exercise any of their duties as directors.