Should you be both coach and director?

Jun 28, 2016

What coaches need to know before accepting a position on the board of their sport organization

Coaches sometimes serve as members of boards of directors of the sport organizations for whom they coach. Perhaps this is part of the move by many sport organizations to select board members with specific expertise as opposed to representation based on geographic affiliation. In any event, whether you are a coach acting as a member of a board of directors or you are a coach working with a board of directors, it is important to understand the responsibilities of a board member.

The standard to which board members are held continues to evolve, not only as a result of rising public and stakeholder expectations, but also as a result of new legislation, such as the 2011 Canada Not-for-profit Corporations Act and comparable provincial statutes that are forthcoming. Furthermore, if your organization has charitable status, which many sport organizations do have, the standards imposed by the Canada Revenue Agency are more rigorous than ever.

As a ‘fiduciary’ or a ‘trustee’ of the organization, directors are expected to be loyal to the organization and avoid placing their personal interests before their duty to the organization, should not profit from the relationship, and should not have divided loyalties among different organizations.

As a director, one has greater obligations and greater responsibilities than ordinary volunteers. Directors are ultimately responsible for the welfare of the organization and everyone within it (staff, coaches, officials, volunteers, athletes, and members). Directors are also responsible for any harm the organization may cause to others. Being a director means the standard of care in all you do is higher than that imposed in ordinary negligence actions.

The duty of directors in for-profit organizations is largely spelled out in the applicable legislation and is guided by case law (cases that are decided from time to time by Canadian courts). Similar duties apply to directors serving on boards of not-for-profit organizations and the Canada Not-for-profit Corporations Act codifies these duties in the statute. In an excellent resource found on the Strategis website, Ottawa lawyer Jane Burke-Robertson describes the duties of directors in a helpful primer for directors of not-for-profit corporations.

Burke-Robertson identifies two main categories of duties for the not-for- profit director:

1) Duty of care

The duty of care imposes on directors the duty of competence or skill and a duty of diligence. Directors

Hilary Findlay (top) and Rachel Corbett are co-founders of the Sport Law & Strategy Group. Ms. Findlay is also an associate professor in the Sport Management Department at Brock University, where Ms. Corbett is also a lecturer. This article has been adapted from a previous column they prepared for their website must act in accordance with what a reasonably prudent person would do in a similar circumstance. Bottom line: You must be reasonably informed and knowledgeable about the governance of your organization, its mission, and all aspects of its operations. Burke-Robertson also sets out a series of examples of the practical competencies a director needs to exhibit to fulfill the legal duties of the position in this regard.

2) Duty of loyalty

The second category of duties is the duty of loyalty, which requires high standards of both honesty and good faith in all that a director does on behalf of the organization – directors must act for the right reason on behalf of the organization (no intentional dishonesty, incomplete or misleading representations or acting for an improper purpose). The good faith requirement, as noted by Burke-Robertson, is the core of the fiduciary relationship and requires directors to act in the best interests of the organization at all times.

Be aware of conflict of interest

Yet, the real key for directors, particularly for coaches acting as directors of organizations, is the notion of conflict of interest. Burke-Robertson identifies two rules that are applicable to directors who have other roles within the organization (such as coaching) or to others who do business with the organization (such as the director who also acts as a personal coach to an athlete within the organization, or the director who is a parent of an athlete on a provincial or national team). These rules are the non-profit rule and the non-conflict rule. The non-profit rule states that the duty of loyalty requires that directors strenuously avoid conflicts of interest having financial elements. Directors may not profit in any way from their relationship with the organization (which immediately raises alarm bells when the coach is salaried or is a contractor providing coaching services). The non-conflict rule states that directors cannot place themselves in a situation where their duty as a director conflicts with their interests or with their duty to other organizations or to other persons (which also raises alarm bells if the coach has a duty to athletes).

What do these rules mean? Coaches who are directors should not put themselves in a position that would create a conflict between their duty to act in the best interests of the organization (their first duty) and their own personal and professional interests as a coach. Let’s consider some examples:

  • Do you have an interest (either direct or indirect) in a contract being considered by the board or even a decision being made by the board (including your contract of employment or services)? If so, you have a conflict.
  • Will your actions as a director give benefit to a third party (such as an athlete)? If so, you have a conflict.
  • Are considerations for the athletes you are coaching, or implications for the funding of your team entering into your decisions as a board director? If so, you have a conflict.

Not all conflicts can be avoided and there may be ways of managing these conflicts. Policies of your organization should specifically define what situations constitute a conflict of interest and should set out specific remedies. In the absence of specific direction, it is recommended, at a minimum, that any director dealing with a conflict of interest should:

  1. identify the conflict to the board well in advance;
  2. refrain from any discussion on the issue in conflict either in the boardroom or with individual board members outside the boardroom; and
  3. remove oneself from any vote that the board may take on the matter.

Bottom line: It’s important to be informed about your legal duties as a director and, in particular, to be aware of what situations constitute a conflict of interest. Being a board member not only takes time and skill, it also involves a high level of responsibility.


Originally published in Coaches plan by the Coaching Association of Canada on and written by Hilary Findlay and Rachel Corbett, Sport Law & Strategy Group. (Original post available here).  

Hilary Findlay and Rachel Corbett are co-founders of the Sport Law & Strategy Group. Ms. Findlay is also an associate professor in the Sport Management Department at Brock University, where Ms. Corbett is also a lecturer. This article has been adapted from a previous column they prepared for their website

Coaches plan is an online magazine for Canada’s coaches published three times a year by the Coaching Association of Canada.  To read more Coaches plan articles, please visit