Are Volunteer Nonprofit Directors Personally Liable?
Volunteer directors are not liable for every corporate debt, but statutes, personal torts, tax remittances and some wage claims can create exposure.
Yes, a volunteer nonprofit director can be personally liable in Canada, but not simply because the organization owes money or loses a lawsuit. A corporation is normally a separate legal person. Director liability arises through specific statutory provisions, the director's own tortious conduct, breach of duty, unauthorized acts, or other recognized legal grounds. Being unpaid does not create a general immunity, but neither does board service make a director personally responsible for every obligation of the nonprofit. If a nonprofit corporation signs a lease, hires an employee or buys services, the corporation is generally the contracting party. A director does not ordinarily become personally liable merely because the corporation later cannot pay.
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