Board Director vs. Board Member: What's the Difference?

Maxim Atanassov • January 2, 2026

On a corporate board, a board director and a board member are the same person. "Director" is the legal title; "board member" is the everyday name for it. The two terms part ways in four places: nonprofits with voting members, companies that use "Director" as a job title, LLCs run by a board of managers, and two-tier boards.

This guide describes general corporate law in Canada and the United States. It is not legal advice; your statute and bylaws govern.

The roles side by side

Role	Sits on the board?	Owes fiduciary duties to the organization?	Chosen by
Board director	Yes	Yes	Shareholders or members
Board member	Yes (same person as a director)	Yes	Shareholders or members
Member of a nonprofit or co-operative	No, unless elected a director	No	Joins under the bylaws
Officer (CEO, CFO, corporate secretary)	Only if also elected a director	Yes, as an officer	The board
"Director" as a job title (e.g., Director of Marketing)	No	Duties of an employee only	Management
Advisory board member	No	No	Management or the board

Why the law says "director"

Corporate statutes name the role, and the name they use is "director." The Canada Business Corporations Act (CBCA), section 102, says the directors manage, or supervise the management of, the business and affairs of a corporation. Delaware's General Corporation Law, section 141(a), says the same of the board of directors. Neither statute uses "board member" as a legal term. When a bylaw, a filing or a court names someone on the board, it names a director.

The title carries two duties. Under section 122 of the CBCA, every director must:

act honestly and in good faith with a view to the best interests of the corporation (the fiduciary duty); and
exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances (the duty of care).

In BCE Inc. v. 1976 Debentureholders (2008), the Supreme Court of Canada held that directors owe this duty to the corporation itself, and may weigh the interests of shareholders, employees, creditors and others in deciding what serves it. American law speaks of the duty of care and the duty of loyalty; American nonprofit law often adds a duty of obedience to the organization's mission.

Where the two terms differ

1. Members of a nonprofit or co-operative

Many nonprofits and co-operatives have members as well as a board. Under the Canada Not-for-profit Corporations Act, members elect the directors, approve bylaw changes and appoint the public accountant. A member who is not elected to the board owes the organization no fiduciary duty. In these organizations, "board member" means director and "member" means voter.

Shareholders hold the same place in a business corporation. In the United Kingdom, company law calls shareholders "members," which adds to the confusion.

2. "Director" as a job title

Many companies use "Director" as a management rank: Director of Marketing, Director of Finance, Director of Operations. These people are employees. They report to a vice-president or an executive, hold no board seat and owe none of a board director's duties. This is the most common reason people search for the difference.

Titles vary by country. In the United Kingdom, a "managing director" usually sits on the board and runs the company. On Wall Street, "managing director" is a senior rank below partner, with no board seat.

3. Boards of managers, trustees and governors

An American limited liability company (LLC) is run by its members or by managers, not by directors. A "board of managers" does the work a board of directors does in a corporation. Pension funds, foundations and universities often call their directors trustees or governors. Law societies in Canada call theirs benchers.

4. Two-tier boards

Germany and several other European countries split the board in two. A management board runs the company; a supervisory board appoints and oversees it. English translations call both groups "board members," but only the supervisory board does what a North American board of directors does.

Board director vs. executive director

In a nonprofit, the executive director is the chief executive. The board hires the executive director, sets the strategy and oversees the results; the executive director runs the organization day to day and reports to the board. The executive director is paid staff, and usually not a voting director. Some bylaws make the executive director an ex officio, non-voting member of the board.

	Board of directors	Executive director
Role	Sets direction, oversees management	Runs operations
Reports to	Shareholders or members	The board
Paid?	Corporate boards: usually; nonprofit boards: usually not	Yes
Votes at board meetings?	Yes	Usually not

On a corporate board, "executive director" means something else: a director who is also an employee, such as a CEO who sits on the board. A non-executive director holds a board seat without a management job.

Inside, outside and independent directors

Inside directors are executives or major shareholders of the company. They bring knowledge of the operations.
Outside directors are not employees.
Independent directors are outside directors with no material relationship to the company. Securities regulators in Canada and the United States require public companies to have independent directors on the audit committee, and most public boards are majority-independent.

Titles on a board

Chair: leads the board and runs its meetings. The chair is the highest position on a board.
Vice-chair: acts for the chair when needed.
Lead independent director: leads the independent directors when the chair is not independent.
Committee chairs: lead the audit, governance, compensation and risk committees.
Corporate secretary and treasurer: often officers rather than directors. They keep the minutes and records, and report on the finances.

Who is higher: the CEO or the board?

The board. It appoints the CEO, sets the CEO's pay, evaluates the CEO's performance and can remove the CEO. The CEO often holds a board seat, and in many private companies the CEO also chairs the board. Most large Canadian public companies separate the CEO and chair roles; many American companies combine them and appoint a lead independent director.

Advisory board members are not directors

Founders often invite experienced people onto an "advisory board." An advisor gives counsel; a director decides. An advisory board member holds no vote, carries none of a director's legal duties and has no authority over management. If you want someone to govern, elect them a director, and record it in a resolution and the minute book. If you want their advice, call them an advisor and keep them off the register of directors.

Frequently asked questions

Is a board member a director?

Yes. In a corporation, every member of the board of directors is a director.

Is a director higher than a board member?

No. They hold the same position. The chair is the highest position on a board.

What is the abbreviation for board member?

There is no standard one. "Dir." is used in titles, and "BoD" is common shorthand for the board of directors.

Are board members paid?

Directors of public and large private companies usually receive an annual retainer, often with shares. Most nonprofit directors serve as volunteers.

Can an employee be a board member?

Yes. An employee who sits on the board is an inside or executive director. The CEO is the most common example.

What is the difference between a board of directors and management?

The board decides direction and oversees; management executes. The board approves strategy, budgets and major transactions, oversees risk and financial reporting, and hires the CEO. Management runs the business within the limits the board sets.