Members, Directors and Officers section

Members, Directors and Officers section

Members - A "Member" of a not-for-profit corporation is a person who has been admitted into membership in accordance with the corporation's articles or by laws and whose membership is in good standing. Members have a variety of rights including access to corporate documents, member lists, and often voting at Annual or Special Meetings. Some corporations have different classes of Members with different voting rights. In some cases, the only Members of the corporation are the current Directors but if this is the case these individuals have 2 distinct roles in the governance of the corporation.
To enter the information on your Members, click on the black "edit" button in the top "Membership of the Corporation" section and select one of three options from the dropdown menu:
1. The only Members of your corporation are the current Directors on your Board (known as a self-perpetuating Board)
2. Your corporation has a broader membership and the full list of Members is maintained outside of GovernWell - you can enter where the full list of Members is maintained (perhaps a different donor or member management software)
3. Your corporation has Members in addition to the Directors that you will record in GovernWell - in this option you will need to enter the basic information on those additional Members using the "Add New" button in the Additional Members section below.

Directors and Officers -You should begin the setup of the “Directors & Officers” section by editing the “Overall Board Structure” section at the top to reflect your organization.  If you have a fixed number of Directors, simply set both the Min and Max number of Directors to that number.
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Looking at the Corporate Profile Report, the “Active Directors” section may not be correct.  It may include individuals who are no longer Directors on your Board and it may not include some individuals who currently are Directors. A benefit of using GovernWell is that this information will be maintained correctly going forward.

To complete the initial setup of this section, use the “Add new” button to:

●      add each of the “Active Directors” from the Corporate Profile Report who are currently Directors on your Board. You can find most of their required information on the Corporate Profile Report and more on your most recent T3010 if you are a Charity. Some of your Directors will also be Officers (President, Treasurer, Secretary, etc) – for these people select the appropriate role in the “Officer Role” box. For most of the Directors this box should remain as “none”.

●      add any additional individuals who are currently Directors on your Board (but not included on the Corporate Profile Report). For each of these individuals, attempt to complete all of the items on their profile (e.g. address info, staff, arms length, etc).

When you are finished, look at your “Directors List”.  It should show your current Board of Directors. You can also refer to the “Directors Terms” tab to ensure that you have entered the current term start and end dates correctly. All of the horizontal bars on this Gantt chart should reach the vertical dashed line (which represents your next Annual Meeting).
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​Directors &Officers (D&O) Liability Insurance – you can upload a digital copy of your current policy and the expiry date so that GovernWell can remind you when the expiry is approaching. If your D&O insurance is part of a broader insurance policy, you can upload the entire policy and expiry date in this section.

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