Board member agreement template
A board member agreement, sometimes called a board commitment letter, spells out what a nonprofit expects of each director and what the organization gives back. It covers the legal duties, the meetings, the giving and fundraising, and the conflict of interest policy, so nobody joins the board with a different picture of the job. Read this one below, then open it in SignMaster and send it to every new and returning director.
Updated November 5, 2026 · 3 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Board member
- Board chair
Board Member Agreement
I, Board member name, agree to serve on the board of directors of Organization name (the "Organization") for a term beginning Term start and ending Term end, as elected under the bylaws. I understand the commitments below, and the Organization agrees to support me in meeting them.
1. The board's role
The board sets the Organization's direction, approves its budget, oversees its finances and hires, supports and evaluates the executive director. Staff run day-to-day operations. As a board member I act for the Organization as a whole, not for any group, donor or interest that nominated me.
2. My legal duties
- Care: I'll stay informed, read materials before meetings, ask questions and use my own judgment when I vote.
- Loyalty: I'll put the Organization's interests ahead of my own and never use my position for personal benefit.
- Obedience: I'll act within the Organization's mission, its bylaws and policies, and the law.
3. Time
The board meets Meeting schedule. I'll attend at least Minimum meetings per year meetings a year, serve on at least one committee, and attend Events board members attend when I can. If I can't attend, I'll let the chair know in advance.
4. Giving and fundraising
I'll make a personal gift each year that is meaningful to me. The board's giving guideline, if any: Giving expectation. I'll also help with fundraising by Fundraising expectation. The amount of my gift is confidential to the board chair and development staff.
5. Conflicts of interest
I've read the Organization's conflict of interest policy and will follow it, sign its disclosure statement every year, and step out of any discussion or vote where I, a family member or a business I'm involved with has an interest. My current interests to disclose: Interests to disclose.
6. Confidentiality and speaking for the Organization
I'll keep confidential the board's private discussions, personnel matters, donor information and anything else marked confidential, during and after my term. I'll speak for the Organization publicly only when the board or the chair asks me to, and I'll support board decisions once they're made, even if I voted against them.
7. Pay and expenses
I serve without pay. Reasonable expenses I incur on the Organization's business, approved in advance under its expense policy, will be reimbursed.
8. Insurance and indemnification
The Organization maintains directors and officers liability insurance: Board insurance details, and indemnifies board members as its bylaws and the law allow.
9. What the Organization provides
- An orientation, the bylaws, the policies and the latest financial statements before my first meeting.
- Meeting materials at least Materials lead time in days days before each meeting, and regular financial reports.
- Access to the executive director and the chair for questions, and an honest yearly conversation about how the board and I are doing.
10. Stepping down
I may resign at any time by written notice to the chair. The board may remove a member as the bylaws allow. When I leave, I'll return the Organization's documents, property and passwords, and my confidentiality duties continue.
11. About this agreement
This agreement describes expectations. It is not an employment contract, and the bylaws control if the two ever conflict. It is governed by the laws of the state of State, and electronic signatures on it count as originals.
Board member contact details
Phone: Board member phone Email: Board member email Mailing address: Board member address
I have received and read the bylaws, the conflict of interest policy and the latest financial statements, and I accept the commitments above.
Board member
Board chair
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
Why boards use a written commitment
Most board problems are expectation problems: a director who thought two meetings a year was plenty, who didn't know a personal gift was expected, or who sees nothing wrong with the organization hiring their cousin's firm. A short agreement, signed at the start of each term, puts those expectations on the table before the first vote. It also gives the chair a fair, written basis for the awkward conversation when someone isn't showing up.
It isn't an employment contract and doesn't override your bylaws. Think of it as the job description and the promise, signed by both sides.
What the template covers
- The board's role, and acting for the organization as a whole rather than one constituency.
- The three legal duties: care, loyalty and obedience, in plain words.
- Time: the meeting schedule, a minimum attendance, committee service and events.
- Giving and fundraising, with an optional board giving guideline.
- Conflicts of interest: the policy, an annual disclosure, stepping out of votes, and current interests listed now.
- Confidentiality and speaking for the organization, including supporting board decisions.
- No pay, expense reimbursement, D&O insurance and indemnification.
- What the organization provides, and how a director steps down.
Mistakes to avoid
- Skipping the conflict disclosure. Form 990 asks whether you have a written conflict of interest policy, whether officers and directors must disclose their interests each year, and whether you monitor and enforce it. A yearly signed disclosure is the evidence.
- Hiding the giving expectation. If the board expects every member to give, say so before they join, and keep individual amounts confidential.
- Promising insurance you don't have. Check your directors and officers policy before filling in that blank, and describe it accurately.
- Letting the agreement contradict the bylaws. Terms, removal and voting belong to the bylaws; section 11 says they win.
Make it a yearly ritual
Many boards re-sign their commitment and conflict disclosure at the first meeting of each year. It takes five minutes, refreshes everyone's memory of the policy, and gives you a current list of interests for your Form 990.
How to send it with SignMaster
- 1
Open the template
Choose Use this template. The board member signs first and the chair countersigns.
- 2
Fill in your board's terms
Complete the gray blanks: organization name, term dates, meeting schedule, minimum attendance, events, giving and fundraising expectations, board insurance details and how early materials go out.
- 3
Attach the governing documents
Add the bylaws, conflict of interest policy and latest financial statements to the same envelope, so the director reads them in the same place they confirm receiving them.
- 4
Send it to the new director
Enter their name and email. They fill in the blue blanks, contact details and current interests, tick that they've read the documents, and sign.
- 5
Chair countersigns
The chair signs last and both get the signed PDF. Keep it with the board minutes that record the election.
The whole board at once
At the start of the year, send every director their agreement in one go with bulk send: a spreadsheet row per director, with columns for the term dates if they differ. Directors sign from their inbox, reminders chase the stragglers, and the template's Responses tab gathers everyone's disclosed interests in one table for the conflict review.
Questions? Answers.
Is a board member agreement legally required?
No. Directors' duties come from state nonprofit law and your bylaws whether or not anyone signs. The agreement makes the expectations explicit and records that each director accepted them.
Should board members be required to donate?
Many boards ask every member to give at a level that's meaningful to them, which helps when funders ask about board giving. Whether to set a minimum is your board's decision.
How often should directors sign it?
At the start of each term, and many boards also re-sign the conflict of interest disclosure every year.
Can board members sign electronically?
Yes. Electronic signatures are valid for an agreement like this under federal and state law, and a director can sign from any phone or computer. Check your bylaws for any rules on how the board takes formal actions.