Nonprofit “Director” or “Trustee”: Which Term is Legally Proper?


Board Members of nonprofits may be referred to as Directors or Trustees. Which term is legally proper?

In nonprofit corporations, the titles “Director” and “Trustee” may be used interchangeably to describe individuals responsible for the day-to-day operations of the organization, often called Board Members. The State of Illinois does not require nonprofits to refer to their Board Members by any specific title. Traditionally, the title Director had been used by for-profit corporations to describe their Board Members whereas the title Trustee had been used in nonprofit corporations. The Model Rules which provide guidance on the structure of nonprofit corporations have since changed and now generally refer to nonprofit corporation Board Members as Directors.

The Illinois General Not For Profit Corporation Act of 1986 is the most relevant Illinois statute regarding the structure of nonprofit corporations. The Act refers to Board Members as Directors and does not make any reference to Trustees. “Each corporation shall have a Board of Directors and the affairs of the corporation shall be managed by or under the direction of the Board of Directors.” 805 ILCS 105/108.05. The term Trustee is now generally used in the context of charitable trusts, which are separate from nonprofit corporations.

It is not incorrect or unlawful for Illinois nonprofit corporations to describe their Board Members as Trustees. Because the Model Rules and Illinois General Not For Profit Corporation Act of 1986 utilize the term Director, Illinois nonprofit corporations most commonly use this title.

The attorneys at Airdo Werwas, LLC are available to consult with you on any matter regarding your nonprofit or tax-exempt organization. If you have any questions don’t hesitate to reach out to Michael A. Airdo at or Justin T. Callaci at 

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