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.
To set expectations early on, we recommend using board member contracts (sometimes referred to as a memorandum of understanding). Typically, board member contracts are written agreements setting forth the organization’s expectations for board members. While they are not intended to serve as legally enforceable contracts, board member contracts or MOUs help to set clear expectations. In extreme cases, they can help serve as a basis for the removal of chronically under-performing Board members.
Common board member contracts 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 the organization
- Recuse yourself from any discussions or votes on matters that amount to a conflict of interest with the organization
- Be loyal to the organization, always exercising Board powers in the primary interest of the organization, and not primarily for the interest of yourself or others
- Keep all organization matters confidential
- Avoid all political campaigns in the name of the 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.
- Fulfill fiduciary duties
- 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 the Chair when if you are no longer able to fulfill these duties.
Of course, board member 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 minimum fundraising or giving requirements, 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.
Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations. Ellis is licensed to practice in Washington and Arizona and advises nonprofits on federal tax and fundraising regulations nationwide. Ellis also advises donors with regard to major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.