Hey, Lloyd, this has been spinning around in my head too (either it or my head or both are spinning). What I've got so far ...
- Larger-Scale/Separated: In larger corporations, shareholders elect a Board of Directors (BoD). The Board then creates and empowers committees such as an audit committee, a management/executive committee, etc. The most visible is the management/executive committee as it contains officers such as the CEO, CFO, COO, CIO, etc that we usually think runs the company (but at the pleasure of the board). The executive committee might use different titles such as President (CEO), Treasurer (CFO), Secretary (COO), Vice President, etc. Those are roles. A person may fill one or more role. For example, even in very large corporations, the person filling the CEO/President officer role usually also fills a Director role on the BoD (known as an "inside director"). Despite the possible overlap of people, the roles of board and executive are "separated".
- Smaller-Scale/Combined: Think of your local chess club. It probably has just officers such as President, VP, Secretary, Treasurer. No explicit and separate Board of Directors. Or, if you prefer, it has an implicit BoD where all the directors are "inside directors" because they hold roles on both the board and the management/executive committee. In other words, the executive committee and board of directors are "combined".
If you've ever been a corporate lawyer (like you) or worked mostly for large corporations (like me), you're likely coming at this from the "Larger-Scale/Separated" mindset and so may be a little confused (as am I). If you are coming from the "Smaller-Scale/Combined" mindset, you may also be a little confused as the NFP Act is based on the "separate board" mindset (but might allow for a "combined/implicit board" too; I'm not sure of that yet; need to do more reading).
Historically, the CFC has always (unconsciously) used the "combined" model but has never explicitly nor clearly stated things in the terminology of corporate law. I was a Governor in 1979-81 and am a VM now and both times I wasn't/ain't 100% certain if I was/am a Director on a very large Board or a proxy voter representing shareholders/members. I'd guess (and hope) it's the latter, a proxy voter, as being a director has legal liabilities. And I believe the CFC continues to implicitly use the "combined" model so it is sometimes confused interpreting the NFP Act, which comes from a "separated" mindset. When the VMs elect the officers of the executive committee, I believe we are also implicitly electing the directors of the Board.
So, by my reckoning ...
In a "combined" model, all executive officers are directors and all directors are executive officers. I think this is true; but not sure if it is good.
Power to vote on what? That's a key question. If the VMs had only the power to vote at the AGM for directors of the board and then remained hands-off until the next AGM, then the VMs would be just proxy shareholders. But as they are often asked to vote on specific motions and resolutions, then the VMs are acting a little more like directors, as you state. Most of the current and past executive would likely insist VMs are not directors, but then ask the VMs to act a little like directors by voting on issues between AGMs. I still haven't worked this out in my mind yet.
Anywho, Lloyd, that's what I've gleaned so far. Gotta go make some more popcorn; this show is fascinating