Baby Ghosts Role Description & Responsibilities Board of Directors, October 27, 2026 election

What the board is

Every Director has one vote at meetings of the Board. The Board leads Baby Ghosts, sets its strategic direction, and is accountable to our community for the organization's performance. It keeps the work pointed at our mission: inclusive change in Canada's interactive digital media sector.

The Board also appoints officers. The by-law lets the Board designate the offices and appoint officers, and sets out the duties of five of them: Chair of the Board, Vice-Chair, President, Secretary, and Treasurer. The Chair and the Vice-Chair, if appointed, must be Directors. The others may be held by someone who is not a Director. The President, if appointed, is the chief executive officer of the Corporation. Officer duties are not covered here; this note is about the role every Director shares.

Membership is separate from the directorship. Directors are not required to be members, and being elected as a Director does not make you one. Class A membership is granted on application by a vote of the existing Class A members. The by-law currently requires that vote to be unanimous, and a resolution to change it to two thirds is going to the members on October 27. Directors are entitled to attend meetings of the members whether or not they are members, and vote at those meetings only if they hold Class A membership.

The term

October 27 is the first election of directors Baby Ghosts has held. Under the by-law, at a first election one-third of directors are elected for three years, one-third for two years, and one-third for one year. Which of those you would hold is decided at the meeting, not in advance.

The Act requires the term to be stated when a director is elected. If it is not stated, the term ends at the close of the next annual meeting. So the resolution electing each director will name that director's term, and the method for assigning the terms will be set out in the notice sent to members on October 1. If the number of seats fixed on the day does not divide evenly into three, the notice will say how the remaining seats are assigned.

After the first election, newly elected directors serve three-year terms, except where an election is held to fill the unexpired portion of a term. Terms can be renewed by the members through a later election.

If a Director leaves mid-term, the seat can only be filled by a vote of the members, not by the remaining Directors. That requirement is in our articles, and it means a vacancy usually waits for the next meeting of the members.

What directors do

• Support Baby Ghosts' mission and values, and protect the organization so it can do its work.
• Set policy, direction, and strategic priorities. Work through them with staff, and allocate resources as needed.
• Act as an ambassador for Baby Ghosts. Talk about the work in your communities and bring back ideas, volunteers, and partnerships.
• Help find and reach funding through donations, grant applications, and partnerships, so the organization stays financially stable.
• Provide direction and oversight on the annual budget and grant applications.
• Review, recommend, and revise organizational policies and by-laws, and stay familiar with how Baby Ghosts operates: its plans, budget, and activities. By-law changes made by the board go to the members for confirmation, and some can only be made by the members.
• Approve the hiring and release of the Co-Executive Directors, including their employment contracts, and review their performance annually.
• Serve on, and ideally chair, at least one committee.
• Support recruitment of candidates for election by the members, onboard newly elected directors, and help build a steady team of staff, board, and volunteers.
• Represent Baby Ghosts at industry, academic, and community events, and support fundraising and community activities as you have capacity.
• Participate in the development of strategic plans and annual reviews, and in board and community training as needed.
• Ensure the organization remains in compliance with the requirements of the Canada Not-for-profit Corporations Act and its charitable registration in Canada.
• Contribute to the mission, vision, and values through what you already know and what you want to learn.

Time commitment

• Four to six board meetings a year, prepared by reviewing the agenda and materials in advance. The first meeting of the new board is November 4, 2026 at 1:00pm Eastern, where officers are appointed. The board has also fixed February 10, 2027 and April 14, 2027, both at 1:00pm Eastern.
• Active service on at least one committee (2 to 6 hours per month), and ad hoc committees as needed.
• The annual meeting of the members and the annual planning session.
• Asynchronous organizational conversations on Slack, and follow-through on assignments between meetings.
• Representing Baby Ghosts at industry and community events in your region, as available.

In total, expect 5 to 10 hours a month on Baby Ghosts work, with more in the weeks around a board meeting, the annual meeting, and the planning session. The role is flexible to life circumstances, but we need board members who are willing to show up and put in the work.

Committees

The Board appoints committees and sets their duties. These are the standing committees: Programming, Conflict Resolution, Fundraising, Finance, Research, and Governance. A Membership Committee has been proposed and the board has not yet decided on it. Community Wellbeing and Community Promotion exist on paper and are not currently active. Each committee has its own mandate and terms of reference, approved by the Board.

Duties of care and conduct

Directors agree to abide by the Directors' Code of Conduct set out in the Governance Plan. In particular, you:

• Are aware of and comply with applicable legislation, including the Canada Not-for-profit Corporations Act, the Income Tax Act, and the employment standards, employment insurance, and occupational health and safety legislation that applies where our staff work.
• Act responsibly, in good faith, and in the best interests of Baby Ghosts, exercising the care, diligence, and skill of a reasonably prudent person.
• Act cautiously, and think through the consequences of a course of action before the Board takes it.
• Keep sensitive financial and personal information between you and your fellow Directors.
• Attend meetings of the Board, the membership, and your committees, and read the agenda and supporting material in advance.
• Vote on matters that come before the Board. Under the Act, a Director present at a meeting is deemed to have consented to every resolution passed unless they request a dissent in the minutes, send a written dissent to the secretary before the meeting is adjourned, or deliver one immediately afterwards. If you disagree, say so on the record.
• Once a decision is made, support and defend it, while staying open to feedback and willing to revisit it as needed.
• Avoid and report any conflicts of interest, in line with the Conflict of Interest Policy.
• Commit to holding fellow Directors accountable for their behaviour, and to raising and resolving conduct concerns through our Conflict Resolution Policy and procedures.
• Maintain a personal anti-racism/anti-oppression ethical framework.

The legal weight

Being a director is a legal role, not an honorary one. Under the Canada Not-for-profit Corporations Act, every director must act honestly and in good faith with a view to the best interests of the corporation, and exercise the care, diligence, and skill of a reasonably prudent person in comparable circumstances.

Some obligations are personal rather than organizational. Directors can be personally liable for up to six months of unpaid wages owed to employees for services performed while they were directors (section 146 of the Act). That liability is secondary: it arises only after the corporation itself has been pursued without success, or where the corporation is in liquidation, dissolution, or bankruptcy and the claim is proved, and time limits apply. It follows a former director for two years after they leave the board. Provincial employment standards legislation carries a parallel wage liability, and directors of any corporation can be personally liable for certain unremitted source deductions and taxes under the Income Tax Act and Excise Tax Act.

Our by-law has no indemnity provision, which means the Act's defaults apply rather than nothing applying. Under the Act, a Director may receive indemnification for expenses incurred on behalf of the corporation. The corporation may also indemnify a Director against costs, charges, and expenses reasonably incurred in a proceeding they are party to because of the role, provided they acted honestly and in good faith with a view to the best interests of the corporation. A Director who is not judged to have committed any fault, and who meets those conditions, is entitled to that indemnity rather than dependent on the board agreeing to it. Indemnity is not available for conduct found to be dishonest or in bad faith.

Baby Ghosts also carries directors' and officers' liability insurance with Co-operators General Insurance Company, on an entity form that includes employment practices liability. The limit is $1,000,000 per policy period, and there is no deductible on the coverage that pays on a Director's behalf directly. It is a claims-made policy, so it responds to claims first made against you and reported to the insurer during the policy period, rather than to conduct during the period.

The by-laws also bind directors to a dispute resolution process. A dispute goes first to mediation, and a mediation that does not resolve goes to binding arbitration before a single arbitrator, with no appeal on questions of fact, law, or mixed fact and law. The default is a panel of three mediators, one appointed by each party and a third appointed by those two, and the parties may agree to reduce that to one or two. The cost of the mediators is borne equally by the parties to the dispute, not by the organization. The cost of an arbitrator falls as the arbitrator determines. Entering the process means entering the whole path, so read it in full before you put your name forward.

The Act's due diligence defence is the other half of this. A Director is not liable if they exercised the care, diligence, and skill a reasonably prudent person would have exercised in comparable circumstances, including relying in good faith on financial statements presented by an officer or on the public accountant's report. Reading the financials and asking questions about them is what that defence is made of.

Onboarding

All new and renewing Directors:

• Receive an orientation covering our mission, programs, and Strategic Plan, the responsibilities and expectations of the role, and our governance policies, by-laws, and procedures.
• Sign a Consent to Act as a director. Under the Act, a person elected while absent from the meeting is deemed not to have been elected unless they consent in writing, either before the election or within ten days after it. We collect it with your application so the consent is already on file before the meeting.
• Agree to abide by the Directors' Code of Conduct.
• Sign a confidentiality agreement.
• Disclose all conflicts of interest.
• Complete anti-racism/anti-oppression training (Baby Ghosts covers the cost) or affirm a personal ARAO framework at the start and renewal of their term.

Remuneration and expenses

Directors serve without remuneration. That is set out in our articles, and the Act allows a Director to receive reasonable remuneration and expenses only for services performed in some other capacity. Reasonable out-of-pocket expenses incurred on Baby Ghosts business may be reimbursed.

As a registered charity we are also subject to rules restricting payments to directors.

What helps (not a checklist)

Baby Ghosts encourages applicants from all backgrounds with a shared commitment to our work. The following would be assets, in no particular order:

• Non-profit or charity board governance, including a board's legal and fiduciary duties.
• Financial oversight: reading financial statements, budgets, and audit or review engagements.
• Fundraising, grant-writing, and financial management.
• Lived experience in video game development or related creative industries.
• Connections to game and game-adjacent communities.
• Experience with co-ops or other worker-centric labour models.
• Experience working with Indigenous, racialized, queer, and other marginalized communities.
• Experience in promotion and outreach.
• Experience in community organizing, online, remote, or in person.
• Expertise in conflict resolution.
• Prior board experience is an asset, and there is room to grow and learn without it.

Mission, vision, and values

Mission

To advance cooperative and worker-centric labour models in the Canadian interactive digital arts sector through support, research, and community building.

Vision

We dream of a day when every person working in games and interactive digital arts in Canada, no matter who they are or where they come from, has everything they need to express themselves freely. We imagine a world where everyone has a fair shot at building a stable and creatively sustaining life in the sector.

We see a path toward this future through advancing a broad understanding of cooperative and worker-centric labour models, nurturing a supportive and regenerative community, and advocating for systemic change. We believe in a so-called Canada where the sector is shaped by diverse creators, where high-risk demands, exploitation, and inequitable support are things of the past.

Values

• We challenge dominant power structures in the video game industry and interactive digital arts sector, centring those who have faced barriers and discrimination or have been made invisible.
• We believe in the necessity of healthy, ethical, sustainable, and safe work environments.
• We see games as tools for creative expression and social transformation.
• We value weirdness, unconventional ideas, and doing things differently.
• We welcome difficult conversations and manage conflicts through the lens of Loving Justice.
• We strive to make our work accessible to everyone, practicing care in all our relationships.
• We acknowledge the intertwined relationship between capitalism and colonialism and work to disrupt these systems.
• We value collaboration over competition.
• We are transparent and value feedback.
• We practice the values and principles of the cooperative movement as set out by the International Cooperative Alliance.

How to apply

Baby Ghosts centres voices and perspectives that are frequently marginalized in games, and we strive for a Board of Directors that represents the diversity of our participants and the needs of our communities, including those who have felt marginalized on the basis of race, ethnicity, religion, gender and/or sexual orientation, ability, or status. We enthusiastically welcome applicants from all backgrounds.

The legal eligibility requirements come from the Act and we have no discretion over them: you must be 18 or older, you must not have been declared incapable by a court, and you must not have the status of a bankrupt.

Applications close September 25 at 11:59pm Eastern. Everyone who applies and meets the eligibility requirements appears in the candidate information sent to every member with the notice of the meeting on October 1. Nobody is shortlisted or interviewed. Members may also nominate candidates from the floor at the meeting. Someone nominated from the floor who is not at the meeting has ten days after the election to consent in writing. Members elect the Board at the continued annual meeting on October 27, 2:00pm Eastern.

How many seats are filled is decided at the meeting. An ordinary resolution fixing the number of Directors, at not fewer than three and not more than seven, is taken after nominations close and before the election, so that the number matches the field. Directors are elected by ordinary resolution of the members, by secret ballot. The notice sent to members on October 1 will set out the voting procedure in full. There are currently nine Class A members.