The directors at our non-profit aren’t doing their job. How do we deal with this?

I’m pretty sure they’re also covering up some messy business involving a director’s expenses.



Vancouver, BC

Whether it’s a non-profit society or a strata, directors have a responsibility to act in the best interest of the organization. This means, among other things, that they can’t personally profit from their position, and they have to be transparent about what happens at their meetings and in making decisions. 

But it can be hard to hold the directors accountable if you aren’t on the board yourself. This is because members or people outside of the organization don’t have direct access to their meetings or discussions.

Despite this, where directors aren’t doing their job or are behaving badly, there are steps you can take. You can hold a director accountable, but you’ll need to be resourceful, patient, strategic, and persistent.

  • Before you even get started, do a gut check. Take a look at our five steps to solving any everyday legal problem.

  • As a first step, gather information. Members of a non-profit are entitled to see minutes of director meetings, which is when any official business is discussed. Minutes are a written recording of what happened at the meeting. Here, you can see whether any sensitive matters were discussed, like a conflict-of-interest situation. Don’t expect these minutes to transcribe everything — there’s no rule for how detailed they must be. But they should provide enough information to show what matters have been approved or discussed.

  • Then, ask for more details. You could prepare a written note to send to either the president or chair of the board, or the strata manager. Set out your concerns in point form. Be concise. It could be more forceful if you got a few other members on board and wrote a joint letter. Ask for a deadline for a response.

  • Before the next AGM, gather some support. Each year, directors typically have to run for re-election at the annual general meeting (check your bylaws for any specific rules for your organization). If you suspect one director isn’t doing a good job, don’t vote for them. You can also try to convince other members not to vote for them. Or, if you want to be more deeply involved, you can run for the board. Check out step 3 of this page on getting a strata bylaw changed — it has helpful tips for gathering support and effecting change.

  • At the AGM, be an active participant. At least once a year, the directors and members formally meet to review what happened in the last year and any special business to be approved for the future. Review the meeting materials in advance, and plan to speak up. Many of these meetings will include an item of “other business.” Ask for more particulars on the problem issue, how the board manages conflicts, and what will be done to prevent problem behavior in the future. Follow up with them after the next board meeting.

  • If you still feel like the issue hasn’t been properly addressed, you can try the Civil Resolution Tribunal. It has jurisdiction for many issues with BC societies or stratas, and complaints can be filed online without the help of a lawyer. You can also consider contacting a lawyer for advice — here are some options for free or low cost legal help.

When it comes to any dispute involving directors of an organization, getting to a resolution can take time, especially if the bad actor has been on the board for many years or has a lot of support from other members or directors. Change doesn’t happen overnight; make sure to align your expectations accordingly.

David Kandestin

David Kandestin

People's Law School
  • This information applies to British Columbia, Canada
  • Reviewed for legal accuracy in August 2023

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