Can directors of an Ontario not-for-profit corporation be held personally liable like business directors?

Largely, yes. Directors of an Ontario not-for-profit corporation owe the same core duties as directors of a business corporation — a fiduciary duty to act honestly and in good faith in the corporation's best interests, and a duty of care to exercise the diligence of a reasonably prudent person in similar circumstances — and ONCA exposes them to personal liability for breaching those duties in broadly similar ways to the Business Corporations Act.

Some specific liabilities that catch business directors also apply to not-for-profit directors, such as responsibility for certain unpaid employee wages and unremitted statutory deductions. A common misconception is that volunteering on a charity or community-group board carries little real risk; in practice, the duties are just as real, even though the director is unpaid.

That said, ONCA permits a not-for-profit corporation to indemnify its directors and purchase directors' and officers' insurance, which is how most well-run organizations manage this exposure in practice. Volunteer directors who want comfort before joining a board should ask whether the organization carries D&O insurance and review the indemnification provisions in the by-laws, rather than assuming that "not-for-profit" means "no personal risk."