A Board Member “Contract”

One way to be sure that each person on the board is clear on his or her responsibilities is to adopt a board member contract.

A Board Member “Contract”
5 mins read

A board contract clearly defines expectations for your board members

One way to be sure that each person on the board is clear on his or her responsibilities is to adopt a board member “contract.”

Not intended to be legally enforced, the contract outlines explicitly what is expected of individual board members, and how the organization will in turn be responsible to them.

This contract differs from similar documents in some important ways. While most board agreements describe board member responsibilities, this one also outlines the responsibilities of the organization to the board member. A key principle underlying this document is the board’s responsibility to hold the organization accountable to its constituencies and to the public. Just as important, the contract communicates core values about debate and disagreement, accountability, and board-staff relationships.

Sample Board Member Contract

I, _______, understand that as a member of the Board of Directors of _______, I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its goals. I believe in the purpose and the mission of the organization, and I will act responsibly and prudently as its steward. As part of my responsibilities as a board member:

1. I will interpret the organization’s work and values to the community, represent the organization, and act as a spokesperson.

2. In turn, I will interpret our constituencies’ needs and values to the organization, speak out for their interests, and on their behalf, hold the organization accountable.

3. I will attend at least 75 percent of board meetings, committee meetings, and special events.

4. Each year, but no later than Thanksgiving of each year and without having to be asked, I will make a personal financial contribution at a level that is meaningful to me.

5. I will actively participate in one or more fundraising activities.

6. I will excuse myself from discussions and votes where I have a conflict of interest.

7. I will stay informed about what’s going on in the organization. I will ask questions and request information. I will participate in and take responsibility for making decisions on issues, policies, and other matters. I will not stay silent if I have questions or concerns.

8. While I am a member of this board, I will make every effort to vote in every public election.

9. I will work in good faith with staff and other board members as partners toward achievement of our goals.

10. If I don’t fulfill these commitments to the organization, I will expect the board president to call me and discuss my responsibilities with me.

The organization is responsible to the board members for…

In turn, the organization will be responsible to me in the following ways:

1. I will be sent, without having to request them, quarterly financial reports and an update of organizational activities that allow me to meet the “prudent person” standards of the law. (The “prudent person rule,” applied in many legal settings in slightly differing language, states that an individual must act with the same judgment and care as, in like circumstances, a prudent person would act.)

2. Opportunities will be offered to me to discuss with the executive director and the board president the organization’s programs, goals, activities, and status; additionally, I can request such opportunities.

3. The organization will help me perform my duties by keeping me informed about issues in the industry and field in which we are working and by offering me opportunities for professional development as a board member.

4. Board members and staff will respond in a straightforward fashion to questions that I feel are necessary to carry out my fiscal, legal, and moral responsibilities to this organization. Board members and staff will work in good faith with me toward achievement of our goals.

5. If the organization does not fulfill its commitments to me, I can call on the board president and executive director to discuss the organization’s responsibilities to me.

Signed:  by _________________________, Board Member

Date ________

and by __________________________, Chair of the Board of Directors

Date _______

The board chair should sign two copies of this agreement for each board member. Each new board member should sign both, return one copy to the board chair, and keep the other for reference. Signing the agreements ensures that board members will read them, and is a symbolic gesture about their importance.

The board discussion about what to include in its contract or agreement is valuable in itself. We hope this sample document will help get that discussion started.

See also:

This article is adapted from one of dozens in Best of the Board Cafe, Second Edition, available from Fieldstone Alliance.

About the Author

Jan is a former editor of Blue Avocado, former executive director of CompassPoint Nonprofit Services, and has sat in on dozens of budget discussions as a board member of several nonprofits. With Jeanne Bell and Steve Zimmerman, she co-authored Nonprofit Sustainability: Making Strategic Decisions for Financial Viability, which looks at nonprofit business models.

Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. Views represented in Blue Avocado do not necessarily express the opinion of the publication or its publisher.

21 thoughts on “A Board Member “Contract”

  1. Hello I am jdelton starting a not for profit organization. And I thank you for your example page, i will use it in making up our board of directors rules of engagement. I have used your ideas and changed the wording to fit our organizational bylaws. I especially liked the constituencies' so if you have no objection I will keep this word in the contract, But i know ,that this word gets used much less than many other words; meaning the same or nearly the same thing. I even giggled a bit when I read it in use. Thank you for this example page online. sincerely david, eltonjd04@yahoo.com

  2. SIMPLY AWESOME! I was referred to Board Café by a colleague as I have a non profit that is progressing from infancy to toddler stage. Subsequently I have to restructure my initial Board of Directors for professional reasons and to prepare for growth according to my 5 year plan. I definitely want to use the sample model with respect to citing if necessary. Some of the content will be changed to fit the needs of my non profit, but other than that I am pleased with your template.

  3. Thank you, this is helpful! I'm working with a newly established not for profit organization in a developing country. This are useful tips with a bit of modification to suit Africa situation.

  4. Do you recommend having this signed just once, when a board member begins his/her first term? Or signed again annually? Or when a board member is re-elected to subsequent terms?

    1. I think it would be up to the culture and size of the board to determine how often this should be signed.  However, it seems that at the beginning of a new term might be a useful compromise.

  5. This is awesome! I am currently working with an organization that has not engaged its board in over 3 years. Obviously this organization needs a new board. In developing a list of prospective members, the current ED is making nearly every mistake you discussed and I’ve had a difficult time convincing her that her approach is not the way to go. Thank you for this article. I’ve already copied it to her. I think using this as the starting point for our next discussion will be enormously helpful.

  6. This is definitely helpful.
    I am about to revamp a non profit which has been dormant for about 2 years now and will like to recruits new board members who can assist me in this revamping process. Will use with a little modification. Thanks

  7. This is definitely helpful.
    I am about to revamp a non profit which has been dormant for about 2 years now and will like to recruits new board members who can assist me in this revamping process. Will use with a little modification. Thanks

  8. […] board members are recruited, consider using a board member contract to ensure that everyone’s on the same page (Blue Avocado) and don’t forget that […]

  9. Our board has used a slight variation of this for years. I have always been puzzled by #8 having to do with voting in public elections. What is the intent of this question? Do you mean all elections or local elections? I do feel that voting is immensely important but also believe it is personal and private. What are you looking for?

    1. According to so me by-laws it is simply to vote for important decisions such as new board members like President, Vice President, Treasurer, or Secretary. Most boards have weekly meetings for the everyday business of the organization and monthly or quarterly meetings for all members (Public).

  10. I am an ED working on setting up the proper tools for recruiting our board members. This documents is priceless. Thank you!

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