Can a Canadian Charity Provide Benefits to its Directors?

In Canada, registered charities generally cannot pay directors just for holding board positions. However, they may compensate directors for specific goods, services, or facilities provided beyond governance duties.

This distinction between directorial roles and additional services creates opportunities for legitimate compensation. Charities must still comply with strict regulations.

Understanding these rules is crucial as charities seek qualified directors and manage complex operations. The legal framework varies by province and carries significant consequences for non-compliance.

Charity leaders must understand both the possibilities and the strict safeguards that govern director benefits.

Legal Framework Governing Director Benefits

The legal framework for director benefits in Canadian charities includes federal and provincial legislation. The Income Tax Act sets the foundation for registered charities, while provincial acts govern corporate structure and compensation rules.

Key Federal and Provincial Acts

The Canada Not-for-profit Corporations Act governs federally incorporated charities and sets basic rules for director compensation. This act allows reasonable compensation for services provided to the charity.

Each province has its own not-for-profit corporations act for provincially incorporated charities. In Ontario, the Charities Accounting Act provides specific rules for director payments.

This act requires strict procedures, including:

• Written board agreements before payment
• Board meetings with at least four uninvolved directors present
• Maximum 20% of voting directors can receive compensation
• Full financial disclosure in annual statements

Other provinces have similar but different requirements. Always check the specific provincial laws where the charity operates.

Corporate bylaws and governing documents must explicitly allow director compensation for any payments to be valid.

Income Tax Act Provisions

The Income Tax Act sets the federal tax framework for registered charities in Canada. Section 149.1 defines what qualifies as a registered charity and establishes basic operating rules.

Charities cannot provide undue benefits to any person, including directors, trustees, and connected persons. All transactions must serve the charity's purposes.

Private benefit rules are strict. Any benefit to directors must be:

• Reasonable compensation for actual services
• In the charity's best interest
• Properly documented and approved

The Act also requires charities to spend a minimum amount on charitable activities each year. Excessive director compensation could reduce these required expenditures.

Violations can result in penalties, suspension, or loss of charitable status. The CRA regularly audits charities for improper director benefits.

CRA Requirements for Registered Charities

The Canada Revenue Agency (CRA) enforces charity law through detailed policies and regular audits. Charities must show that all director benefits serve legitimate charitable purposes.

Key CRA requirements include:

• Proper documentation of all director payments
• Market-rate compensation for services provided
• Board independence in approval decisions
• Annual reporting of director benefits

The CRA publishes guidance documents explaining acceptable practices. These documents help charities understand rules and avoid violations.

Audit procedures focus on director compensation. The CRA examines board meeting minutes, payment records, and supporting documentation.

Keep detailed records of all decisions and approvals. Non-compliance can trigger sanctions, penalties, compliance agreements, or loss of charitable status.

The CRA takes director benefit violations seriously because they undermine public trust in the charitable sector.

General Rule: Prohibition on Director Benefits

Canadian charity law restricts directors from receiving personal benefits from the organizations they govern. These rules protect charitable assets and ensure directors act in the charity's best interests.

Duty to Act Without Personal Benefit

Directors of Canadian charities cannot receive compensation simply for holding their director positions. This rule applies across all provinces and territories.

The Canada Revenue Agency enforces this prohibition through federal tax policy. Provincial laws also support this restriction.

Directors must serve without expecting payment for governance duties. This includes attending board meetings, voting, and providing oversight.

Key prohibited benefits include:

• Director fees or stipends
• Payment for board meeting attendance
• Compensation for general governance activities
• Benefits tied to board positions

Charitable resources must go toward charitable purposes. Directors who seek personal gain create conflicts that harm the charity's mission.

Fiduciary Duty Overview

Directors owe fiduciary duties to their charities under Canadian law. They must put the charity's interests above their own personal interests.

Fiduciary duties require directors to act with loyalty, care, and good faith in all charity matters.

Core fiduciary principles include:

• Acting in the charity's best interests
• Avoiding conflicts of interest
• Using charity resources properly
• Making informed decisions

When directors receive personal benefits, they violate these fiduciary duties. This creates legal risks for both the director and the charity.

Courts can hold directors personally liable for breaching fiduciary duties. The CRA can also revoke charitable registration for improper director benefits.

Restricted Use of Charity Property

Charity property must serve charitable purposes, not personal ones. Directors cannot use charity assets, funds, or resources for their own benefit.

The Income Tax Act prohibits organizations from making income available to directors. This rule also prevents indirect benefits through creative arrangements.

Restricted uses include:

• Personal loans from charity funds
• Free use of charity property
• Below-market transactions with directors
• Gifts or personal benefits from charity resources

Provincial charity laws reinforce these restrictions. Ontario's Charities Accounting Act and similar laws create additional barriers to director benefits.

Violations can result in serious consequences. The CRA may revoke charitable registration, and directors may face personal liability for misused funds.

Permitted Benefits and Exceptions

While Canadian charities face restrictions on director compensation, specific exceptions allow for reasonable expenses, service compensation under strict conditions, and liability insurance coverage. These exceptions help charities operate effectively while maintaining transparency and accountability.

Reimbursement of Reasonable Expenses

Charities can reimburse directors for legitimate expenses incurred while carrying out their duties. This includes travel, accommodation, and meal expenses for charity business.

All reimbursements must be reasonable and directly related to charity activities. Proper documentation is essential for each expense claim.

Common reimbursable expenses include:

• Travel costs for board meetings or charity events
• Accommodation during overnight charity business
• Meal expenses while on charity duties
• Communication costs for charity-related calls or internet

The charity should establish a clear expense policy. This policy must outline what expenses qualify for reimbursement and require proper receipts.

Compensation for Services Rendered

Ontario charities can pay directors for specific services beyond their director role, under the Charities Accounting Act. This compensation must meet strict legal requirements.

Can a Canadian Charity Located in Ontario Pay its Directors?

In Canada, the compensation of directors in charitable organizations can be a complex matter governed by specific provincial regulations. Understanding these regulations is crucial for charities to ensure compliance while fairly remunerating directors for their services. This post highlights the conditions for charities located in Ontario specifically, and which are therefore subject to the Charities Accounting Act, with guidelines for compensating directors or persons connected to directors of registered charities.

‍Payment for Goods, Services, or Facilities: The payment must be for goods, services, or facilities provided by the director to the registered charity.

‍Reasonable Amount: The amount of the payment must be reasonable for the goods, services, or facilities provided.

‍Best Interest of the Charity: The payment for goods, services, or facilities must be in the best interest of the registered charity.

‍Financial Responsibility: Payments cannot result in the registered charity's debts and liabilities exceeding the value of its charitable property.

‍Written Agreement: Before a payment is made, the board of directors must permit the payment via a written agreement that includes the maximum amount that can be paid.

‍Board Resolution: The board of directors must arrive at the written agreement through a resolution at a duly constituted board meeting, with at least four directors (not including those connected to the person providing the goods/services) present.

‍Exclusion of Involved Directors: Directors receiving payment and those connected to them may not attend or vote at the meeting where the resolution is made.

‍Limit on Payments: The total number of directors receiving payment under s. 2.1 of O Reg 4/01 of the Charities Accounting Act cannot exceed 20% of the number of voting directors.

‍Financial Disclosure: Details about the arrangement must be noted in the registered charity's annual financial statements and presented to the members at the annual meeting.

‍Director's Satisfaction: Each director must be satisfied that the payment is being made in accordance with s. 2.1 of O Reg 4/01 of the CAA. If a charity can fulfill these requirements, it can reasonably compensate its directors for services rendered to the organization. This framework ensures transparency, accountability, and adherence to legal standards in the management of charitable funds.

Director and Officer Liability Insurance

Charities can purchase liability insurance to protect directors from personal lawsuits. This insurance covers legal defence costs and potential damages from director decisions.

Liability insurance helps charities attract qualified directors. Many potential board members worry about personal financial risk.

The insurance typically covers:

• Legal defence costs for lawsuits
• Damages awarded against directors
• Employment practices claims
• Regulatory investigations

The insurance policy should include appropriate coverage limits. The policy must cover all directors and officers of the charity.

This benefit protects both the charity and its leadership. It allows directors to make decisions without fear of personal financial ruin.

Conflict of Interest and Compliance Safeguards

Canadian charities must have strong systems to identify and manage conflicts of interest when providing benefits to directors. These safeguards ensure compliance with the Charities Accounting Act and maintain public trust.

Identifying Conflicts of Interest

Directors face conflicts when their personal interests compete with their charity's best interests. Conflicts arise when directors or their connected parties receive payments, goods, or services from the charity.

Common conflict situations include:

• Directors providing services to the charity for payment
• Family members of directors receiving employment or contracts
• Directors having financial interests in suppliers or vendors
• Board members voting on matters that benefit them personally

The appearance of conflict matters as much as actual conflicts. Directors must avoid situations that could appear improper to donors, regulators, or the public.

Clear policies should define what constitutes a conflict. These policies should cover direct and indirect benefits, including payments to spouses, children, or business partners of directors.

Managing Conflicts and Disclosure

Proper disclosure forms the foundation of conflict management. Directors must declare potential conflicts before board discussions begin.

Written disclosure of all relationships and interests that could create conflicts is required. Key disclosure requirements include:

• Written declaration of all potential conflicts
• Annual conflict of interest statements from all directors
• Immediate disclosure when new conflicts arise
• Documentation of all conflict management decisions

Conflicted directors cannot participate in related discussions or votes. They must leave the room during deliberations about matters affecting their interests.

Keep detailed records of all conflict situations and how they were managed. These records show commitment to proper governance and regulatory compliance.

Regulation and Court Approval Processes

The Charities Accounting Act requires specific procedures when paying directors. Written board resolutions must involve at least four non-conflicted directors, and no more than 20% of voting directors can receive payments.

Court approval may be necessary for some benefit arrangements. Seek legal advice for complex situations or when payments exceed routine service agreements.

Regulatory compliance steps:

• Document all decisions in board minutes
• Include benefit details in annual financial statements
• Report arrangements to members at annual meetings
• Ensure payments remain reasonable for services provided

File required reports with provincial and federal authorities. Trustees and directors share responsibility for meeting all disclosure requirements completely and on time.

Compensation Policies and Best Practices

Canadian charities must establish clear policies to ensure director compensation meets CRA requirements and serves the organization's best interests. Proper assessment methods and transparent disclosure practices protect both the charity and its directors from regulatory violations.

Assessing Fair and Reasonable Compensation

We need to benchmark compensation against similar roles in comparable organizations.

The CRA requires that payments be reasonable for the services provided.

Key assessment factors include:

• Market rates for similar positions
• Director's qualifications and experience
• Time commitment required
• Geographic location of the charity

We should document our decision-making process thoroughly.

This includes comparing salaries from other charities of similar size and mission.

The Income Tax Act requires compensation to be in the charity's best interest.

We must show that paying the director benefits our organization more than hiring an outside contractor.

Board evaluation should consider:

• Whether the director has specialized skills
• If the role requires significant time beyond normal governance duties
• Whether the compensation helps retain valuable expertise

Public Disclosure and Accountability

We must include director compensation details in our annual financial statements.

This transparency helps maintain public trust and meets regulatory requirements.

The CRA expects charities to be open about how donation funds are used.

High director salaries can damage our reputation if not properly justified.

Disclosure requirements include:

• Total compensation amounts
• Number of directors receiving payment
• Description of services provided

We should prepare clear explanations for donors and the public about why compensation is necessary.

Our fiduciary duty requires us to use charitable funds responsibly while ensuring effective leadership.

Board minutes must document the approval process and reasoning behind compensation decisions.

This protects directors and demonstrates compliance with provincial regulations.

Risks, Penalties, and Consequences of Non-Compliance

If charities improperly provide benefits to directors, the Canada Revenue Agency (CRA) can impose significant financial penalties.

The CRA can ultimately revoke charitable status, and directors may also face personal liability under the Income Tax Act.

Tax Penalties and Revocation of Status

The CRA treats improper benefits to directors as "undue benefits" under the Income Tax Act.

This triggers serious financial consequences for charities.

Financial penalties apply immediately.

The penalty equals 105% of the benefit amount.

For example, if we pay a director $10,000 inappropriately, we face a $10,500 penalty.

Repeat violations lead to harsher sanctions.

The CRA imposes more severe penalties for subsequent violations within five years.

This includes potential suspension of our ability to issue donation receipts.

Registration revocation is the ultimate penalty.

For serious non-compliance, the CRA can revoke our charitable status entirely. This means:

• Loss of tax-exempt status
• Inability to issue donation receipts
• Required dispersal of all assets
• Payment of revocation tax on remaining assets

The process escalates quickly.

The CRA may proceed directly to revocation for serious violations rather than imposing intermediate sanctions first.

Personal Liability for Directors

Directors face personal consequences beyond organizational penalties when charities provide improper benefits.

Directors can be personally liable for penalties.

Under the Income Tax Act, directors may be held responsible for the charity's tax obligations and penalties when they knew or should have known about violations.

Culpable conduct increases exposure.

If directors show "wilful, reckless or wanton disregard of the law," they face additional penalties.

This includes making false statements to maintain registration.

Joint liability applies in some cases.

When multiple parties participate in benefit schemes, directors can be jointly liable for the full penalty amount.

Due diligence provides some protection.

Directors who can prove they exercised reasonable care and took steps to prevent violations may avoid personal liability.

Special Considerations for Trustees and Restricted Funds

Trustees carry specific legal duties when managing charity assets, especially when handling restricted funds designated for particular purposes.

These responsibilities create additional compliance requirements beyond standard director compensation rules.

Duties of Charity Trustees

Trustees must maintain direct control over all charity funds and assets.

We cannot delegate this core responsibility to employees or outside consultants, though they may provide guidance.

Key trustee obligations include:

• Managing restricted and unrestricted funds according to donor intentions
• Ensuring all expenditures align with the charity's stated purposes
• Maintaining proper oversight of financial decisions

When trustees receive compensation, we must be extra careful with restricted funds.

Money designated for specific purposes cannot pay trustee benefits unless the donor explicitly permits such use.

The trustee role carries fiduciary duties under provincial law.

We must act in the charity's best interests at all times. This means avoiding conflicts between personal compensation and proper fund management.

Administration of Restricted Funds

Restricted funds create binding legal obligations for charities.

When we accept donations with specific conditions, the charity becomes a trustee subject to charitable trust law.

Common restricted fund types:

• Endowment funds
• Scholarship programs
• Building funds
• Equipment purchases

We cannot use restricted money for general operations or trustee compensation unless donors specifically allow it.

Breaking these restrictions risks penalties, lawsuits, or loss of charitable status.

Proper documentation is essential.

We must track restricted funds separately and report their use in annual statements.

Any trustee benefits paid from these funds requires clear donor authorization in writing.

The Canada Revenue Agency expects charities to honour all donor restrictions while furthering charitable purposes outlined in governing documents.

Conclusion

Canadian charities can provide benefits to directors, but strict legal requirements must be followed. The rules vary by province, with Ontario having specific conditions under the Charities Accounting Act. 

Payment must be for actual goods or services, the amount must be reasonable, a written board agreement is required, and a maximum of 20% of directors can receive payment. Financial disclosure in annual statements is also mandatory. 

Directors cannot simply be paid for holding their position—they must provide value beyond basic governance duties, and the charity's best interests must always come first.

Navigating director compensation rules can be complex. Contact B.I.G. Charity Law Group for expert guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.

Get professional support today by email at dov.goldberg@charitylawgroup.ca, by phone at 416-488-5888, or visit CharityLawGroup.ca. Schedule your free consultation to discuss your charity's director benefit questions with our experienced legal team.

Frequently Asked Questions

Canadian charity directors face specific rules about compensation and benefits.

These rules vary between provinces and depend on whether the organization is a registered charity or regular nonprofit.

Can charity board members be paid in Canada?

Registered charities generally cannot pay directors simply for holding board positions.

However, directors can receive compensation for specific services they provide beyond governance duties.

Provincial laws set the exact rules for when payment is allowed.

In Ontario, charities must follow strict requirements under the Charities Accounting Act.

Directors can be paid for goods, services, or facilities they provide to the charity.

The payment must be reasonable and in the charity's best interest.

The charity needs a written agreement approved by the board.

At least four uninvolved directors must be present when voting on the compensation.

Can a charity have a director?

Yes, Canadian charities must have directors to govern the organization.

Directors are required by law to oversee the charity's operations and ensure it meets its charitable purposes.

Directors have fiduciary duties to act in the charity's best interest.

They must avoid conflicts between their personal interests and the charity's needs.

The board of directors makes major decisions about the charity's direction and policies.

They are responsible for financial oversight and legal compliance.

Can directors of a nonprofit be paid?

Nonprofit organizations that are not registered charities have more flexibility with director compensation.

These organizations can usually pay directors for their services without the same restrictions.

The key difference is between registered charities and regular nonprofits.

Registered charities face stricter rules about paying directors and trustees.

Regular nonprofit directors can often receive remuneration and benefits from their organization.

They do not face the same prohibition that applies to charity directors.

How many directors does a nonprofit need in Canada?

The number of required directors varies by province and the organization's governing documents.

Most provinces require at least three directors for incorporation.

Some provinces allow as few as one director for certain types of nonprofits.

Others require a minimum of three directors at all times.

The organization's bylaws often set specific requirements above the provincial minimum.

Many nonprofits choose to have five to nine directors for effective governance.

How much does a CEO of a non-profit make in Canada?

Nonprofit CEO salaries vary widely based on organization size, location, and sector.

Small nonprofits may pay $50,000 to $80,000 annually.

Medium-sized organizations often pay CEOs between $80,000 and $150,000 per year.

Large national charities may offer $150,000 to $300,000 or more.

Geographic location affects compensation levels significantly.

CEOs in Toronto and Vancouver typically earn more than those in smaller cities.

The organization's revenue and complexity influence salary ranges.

Healthcare and education nonprofits often pay higher salaries than community organizations.

What policies should a Canadian charity implement to ensure transparency in director remuneration?

Charities should create clear written policies about director compensation before making any payments. These policies should explain when and how directors can receive benefits.

The board should disclose all compensation arrangements in annual financial statements. Members should review this information at the annual meeting.

Conflict of interest policies prevent directors from benefiting inappropriately from their positions. Directors need to declare potential conflicts and abstain from related votes.

Charities should review compensation regularly to ensure it remains reasonable. Independent evaluations help keep payment levels appropriate.

Charities should keep records such as board resolutions, written agreements, and maximum payment amounts. These documents show compliance with provincial regulations and support accountability.