Board Member Contracts

All Boards make recruiting mistakes. They carefully vet and enthusiastically elect a new Board member. They hold an orientation, provide information about the organization’s programs, set meeting dates a year in advance and yet the new member doesn’t meet expectations. They don’t show up to meetings, they skip fundraising events, they avoid committee work, and take up valuable space on the Board.

One tool to set expectations early on is the Board member contract (sometimes referred to as a “memorandum of understanding”). A Board member contract is a written agreement setting forth the organization’s expectations for Board members. While they are not intended to serve as legally enforceable contracts, Board contracts or MOUs help to set clear expectations. In extreme cases, they can help serve as a basis for removal of chronically under-performing Board members. 

Common Board contract expectations include the following:

  • Attend at least X% of board meetings
  • Participate in all Board meetings and Board committee meetings using fair, independent judgment, and due care in conducting the business of organization
  • Recuse yourself from any discussions or votes on matters that amount to a conflict of interest with organization
  • Be loyal to the organization, always exercising Board powers in the primary interest of organization, and not primarily for the interest of yourself or others
  • Keep all organization matters confidential
  • Avoid all political campaigns in the name of organization
  • Be available for phone consultation
  • Serve on at least one organization committee
  • Attend at least one signature organization event
  • If appointed to an officer position, fulfill officer duties as stated in the bylaws.
  • Read financial reports and other corporate documents
  • Read reports on corporate programs, finances, and management
  • Direct all media inquiries to the Executive Director or party designated by the Board on a particular matter
  • Promote the organization to your contacts and on social media
  • Communicate to Chair when if you are no longer able to fulfill these duties.

Board contracts should be customized to reflect the organization’s core values, address any areas that have caused friction in the past, and memorialize any fundraising expectations. For example, if an organization has a minimum fundraising “give or get”, the Board member contract is the perfect place to memorialize it.

Publicly available examples include:

Setting forth clear expectations assists Board members in knowing what is expected of them and helps the Board hold members who aren’t pulling their weight accountable. Share your Board’s experience with Board contracts in the comments.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, PC. To contact Ellis, call 602-456-0071 or email us at info@caritaslawgroup.com.

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