FAQ: Minimum Number of Directors Required on a Charity / NPO Board?

By: Lex Klombies

Published: November 10, 2025

For most incorporated charities and NPOs, the minimum number of directors is determined by one or two statutes (in addition to the minimum set by the organization's own governing documents):

(1) The governing corporate statute; and

(2) for charities, the charitable designation under the Income Tax Act (Canada)

Common Minimums Set by Corporate Legislation

Canada Not for Profit Corporations Act

• “Soliciting corporations” must have a minimum of three directors.

• “Non-soliciting corporations” must have a minimum of one director.

Societies Act (Alberta)

• Alberta's Societies Act  is silent on the minimum number of directors, but to incorporate you will need at least five incorporators plus one witness.

Not-for-Profit Corporations Act (Ontario)

• “Non-public benefit corporations” may have one director.

• “Public benefit corporations” must have at least three directors.

Charitable Designations

There are three kinds of registered charities: “charitable organizations”, “public foundations” and “private foundations”:

• “Charitable organizations” and “public foundations” may have a minimum of three directors.

• “Private foundations” may have a minimum of one director. However, not all corporate legislation will permit a charity to have one director.

Other Areas for Consideration

• If your organization is already in operation, you will also need to check whether your governing documents prescribe a minimum board size (directly or indirectly).

• You may also need to consider legislation specific to your organization (e.g. the regulations under the Ontario Hospitals Act)

Conclusion

If you have questions about corporate governance or selecting the right corporate legislation for your charity or non-profit organization, contact our Outsiders Law’s Charity & Non-Profit Group.

Disclaimer

The information provided in this article is for educational purposes only. Nothing contained herein should be considered as legal, professional, or tax advice. Please contact us directly if you require legal assistance.

Related posts:

• Alberta Societies Act vs the Canada Not-for-Profit Corporations Act

• Difference Between Charities and Non-Profit Organizations

• Should We Incorporate? Not-For-Profit Corporations vs Unincorporated Associations