What do the directors of a Non-Profit Company actually do? #
The directors form the board that directs and governs the Non-Profit Company (NPC). They are not ceremonial name-holders. They are responsible for the company’s decisions and oversight.
What does the board do? #
The board should:
- keep the NPC focused on the purposes in its Memorandum of Incorporation;
- make and record important company decisions;
- oversee money, property, agreements and risks;
- ensure that company records and required filings are maintained;
- manage conflicts of interest properly; and
- act when information suggests that the company may be in financial or legal difficulty.
The Memorandum of Incorporation (MOI) is the company’s founding document. It works together with the Companies Act.
What duties does a director have? #
In broad terms, a director must act in good faith, for a proper purpose, in the best interests of the company, and with the care, skill and diligence reasonably expected in the circumstances.
A director must disclose a personal financial interest when the law requires it and must follow the correct process. A personal financial interest is a direct financial benefit or concern that may affect the director’s position in a company decision.
Does being a pastor automatically make someone a director? #
No. Religious leadership and company directorship are separate roles. A pastor may also be appointed as a director, but the pastoral title alone does not create the company office.
Are directors personally responsible for every company debt? #
No. A company has its own legal existence. A person does not become liable for every company debt merely because that person is a director.
However, the protection is not unlimited. Breaches of duty, reckless conduct and other circumstances recognised by law can create personal consequences. Directors should obtain professional advice when a serious conflict, financial difficulty, major contract or possible breach arises.
What should a proposed director do? #
Read the MOI, understand the NPC’s purpose, ask what records and meetings will be required, and do not agree to serve only as a favour. Use Start My Company Support if the question concerns the supported registration process.
Related articles #
Last checked against official information: 31 August 2026
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