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Key Takeaways
Board Member Contract Template
A new board director joins the board with enthusiasm and a brief orientation.
Everyone assumes they understand what’s expected — how often they’ll attend meetings, what their fiduciary responsibilities are, how confidential information should be handled, and whether fundraising is a part of their role.
Months later, a missed meeting, an unexpected conflict of interest, or a disagreement over responsibilities reveals that those expectations were never documented. Without a written agreement, accountability becomes inconsistent, and difficult conversations become even harder. Boards are left relying on assumptions instead of a shared record that clearly defines each director’s responsibilities and commitments.
This guide includes a customizable board member contract template, explains the key clauses every agreement should include, and shows how to implement board member contracts as part of a consistent, defensible governance record.
Key Takeaways
- A board member contract is usually a good-faith agreement, not a legally binding employee contract.
- The strongest agreements spell out attendance, fiduciary duties, confidentiality, conflicts of interest, and (for nonprofits) give/get expectations.
- Member agreements are distinct from bylaws (which govern the organization) and D&O agreements (related to insurance) in that they set out one director's individual expectations.
- A board member agreement template only works if it's tailored to your bylaws, reviewed by counsel, and signed during onboarding — not filed and forgotten.
- Keeping signed agreements in a single governed system of record ensures they're findable and up to date for reviews, audits, and board transitions.
What is a Board Member Contract?
A board member contract is a written agreement outlining board member responsibilities, and conduct expectations. It’s a shared reference point between the member and the organization to define a good-faith agreement.
Since directors are volunteers or fiduciaries rather than employees, board member contracts are described as a “memorandum of understanding” that is distinct from D&O agreements, bylaws, and employment contracts in that they are designed to set one board member’s expectations.
Is a Board Member Contract Legally Binding?
Typically, board member contracts are not legally binding. It functions as a statement of mutual expectations during board member recruitment and onboarding.
While not legally binding in the traditional sense, they play a pivotal role in maintaining transparency and accountability within the organization. Member contracts typically refer to organizational bylaws and conflict of interest policies, which are two legally binding documents.
What to Include in a Board Member Contract
Knowing what to include in a board member contract can help you avoid vague terminology or redundant information that may lead to future disputes.
Here’s what to include in a board member contract:
1. Role, Term, and Time Commitment: Clearly state the director’s position or title, term length, board meeting attendance expectations, board committee participation requirements, fundraising activities, etc.
2. Fiduciary Duties and Conduct Expectations: Avoid vague terminology when outlining a director’s duty of care, duty of loyalty, and duty of obedience. Include a specific code of conduct and clearly describe what acting in the organization’s best interest means within your unique company structure.
3. Financial and Fundraising Expectations: Agreements for nonprofit boards should include annual give-or-get expectations, fundraising participation requirements, and personal contribution norms.
4. Confidentiality Requirements: Clearly describe how board materials should be kept confidential (including internal sharing and storage practices) and requirements for conflict of interest disclosure.
5. Resignation or Removal Process: Set specific terms for grounds for removal and the processes for both resignation and removal.
Board Member Contract Template
Board Member Agreement Template
BOARD MEMBER AGREEMENT
This agreement is a statement of mutual commitment between the board member and the organization. It is not a legally binding employment contract.
Parties
This agreement is entered into between [Organization Name] (the "Organization") and [Director Full Name] (the "Board Member").
Term
The Board Member agrees to serve a term beginning [Start Date] and ending [End Date], subject to re-election or reappointment in accordance with the Organization's bylaws.
1. Role and Responsibilities
The Board Member agrees to fulfill the responsibilities of a director, including but not limited to:
- Attending and actively participating in scheduled board and committee meetings.
- Reviewing board materials in advance of each meeting.
- Serving on at least one board committee as assigned: [Committee Name(s)].
- Acting in the best interest of the Organization and those it serves at all times.
- Supporting the strategic direction approved by the full board.
2. Meeting Attendance
The Board Member is expected to attend a minimum of [e.g., 75%] of scheduled full-board meetings per year. Meetings are held [frequency, e.g., quarterly]. Anticipated absences should be communicated to the Board Chair or Corporate Secretary in advance.
3. Fiduciary Duties
The Board Member agrees to uphold the three core fiduciary duties of a director:
- Duty of Care: Exercise reasonable care and diligence in making decisions on behalf of the Organization.
- Duty of Loyalty: Place the interests of the Organization above personal or professional interests.
- Duty of Obedience: Ensure the Organization adheres to its mission, bylaws, and applicable laws.
4. Confidentiality
The Board Member agrees to maintain the confidentiality of all non-public information shared in the course of board service, including executive sessions, personnel matters, legal proceedings, financial data, and strategic discussions. This obligation continues after the Board Member's term ends.
5. Conflicts of Interest
The Board Member agrees to disclose any actual or potential conflict of interest to the Board Chair or Corporate Secretary promptly. When a conflict exists, the Board Member will recuse themselves from related discussions and votes in accordance with the Organization's conflict of interest policy.
6. Give/Get Commitment (nonprofits only — delete if not applicable)
The Board Member agrees to contribute personally and/or secure a combined give/get of [$Amount] per fiscal year. This may be fulfilled through direct personal contributions, solicited gifts, event sponsorships, or in-kind support as approved by the Board.
7. Acknowledgment
By signing below, the Board Member acknowledges that they have read, understand, and agree to the terms of this agreement. The Organization acknowledges its responsibility to provide the Board Member with the materials, information, and support necessary to fulfill these commitments.
Board Member Signature
Printed Name
Date
Board Chair or Authorized Representative
Printed Name & Title
Date
How to Activate a Board Member Contract
Take these steps to draft and store board member contracts that support your organization’s board management goals:
1. Tailor the Template to Your Governing Documents: Align terms in the contract with organizational bylaws, conflict of interest policy, and committee charters to ensure there are no contradictions.
2. Review with Counsel: Confirm which clauses are binding and that nothing conflicts with bylaws or state law.
3. Sign During Onboarding: Making signing a part of orientation so expectations are set before the first meeting. Encourage new board members to ask questions before signing.
4. Store Documents Where the Board Can Find Them: Keep signed agreements with other governance documents to make them retrievable during reviews, audits, or transitions. Revisit contracts annually and update as needed.
How to Activate a Board Member Contract
Board member contracts fail to enforce accountability for predictable reasons. The mistakes below are common enough that they’re worth naming.
The first is treating the agreement as legally binding. A board member contract cannot compel attendance, mandate participation, or force a director to uphold specific duties in a court of law. Organizations that rely on the document as an enforcement mechanism will find it offers little protection when a dispute surfaces.
The second is copying a template without adapting it to the organization’s bylaws. Member contracts do not override governing documents, and a generic agreement that conflicts with the bylaws can be voided before it’s ever tested.
The third is writing vague attendance expectations. Phrases like “participating in good standing” or “making a meaningful contribution” are unenforceable because they have no measurable standard. When a board eventually needs to remove a member, undefined terms become the argument against action rather than the basis for it.
The fourth is never revisiting the agreement. Board change, governance requirements evolve, and an agreement written three years ago may no longer reflect how the organization actually operates. A contract that isn’t reviewed is a contract that quietly becomes inaccurate.
The fifth is poor document storage. Signed agreements kept in email folders or shared drives are difficult to locate, easy to alter, and hard to defend in an audit or legal proceeding. The agreement is only as useful as the organization’s ability to produce it.
Keeping Board Agreement Accessible
A board member contract only works if the signed version is findable and current.
Shared drives and email inboxes can expose confidential information and lead to version control issues or lost documents. Your board member agreements should be stored alongside the organizational bylaws and governing documents they support.
A digital board library allows you to effortlessly categorize board documents for easy navigation and retrieval while protecting confidentiality with permissions tailored to each board member’s role.
Are your board agreements buried in inboxes? Keep every signed agreement, policy, and approval in one governed system of record that your board will actually want to use. See the difference — schedule a demo.
Product Overview
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Frequently Asked Questions
Do board members sign contracts?
Yes, board members sign a contract which details expecations like meeting attendance, committee participation, and fundraising. However, these agreements are not legally enforceable and cannot override organizational bylaws and state regulations. To be used effectively, board member agreements should be tailored to the organization’s bylaws and governing rules.
What is the difference between a board member contract and bylaws?
A board member contract is used to set an individual director’s expectations, while organizational bylaws govern the organization. Bylaws are the official rules that dictate how the organization is run and are legally binding. Board member contracts are internal agreements that aren’t legally binding. It’s crucial to base these agreements on the organizational bylaws to avoid contradictions than can expose directors and the organization to liability exposure.
About The Author
- Gina Guy is an implementation consultant who specializes in working with nonprofit organizations get the most from their board meetings. She loves helping customers ease their workloads through their use of OnBoard. A Purdue University graduate, Gina enjoys refinishing furniture, running, kayaking, and traveling in her spare time. She lives in Monticello, Indiana, with her husband.
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