A Contract for Individual Board Members!
27 October 2003 at 12:10 pm
Many Not for Profits grapple with annunciating the individual responsibilities of their board members, as well as an avenue for agreeing on how they will be fulfilled. The US Not for Profit ‘boardcafe.org’ suggests a simple written agreement.
Boardcafe says one way to be sure that everyone on the board is clear on his or her responsibilities is to adopt a board member contract.
The discussion on the board about what to put in its contract or agreement is valuable in itself.
This sample may help get that discussion started.
A 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 organisation
does the best work possible in pursuit of its goals. I
believe in the purpose and the mission of the
organisation, and I will act responsibly and prudently as
As part of my responsibilities as a board member:
1. I will interpret the organisation’s work and values
to the community, represent the organisation, and
act as a spokesperson.
2. I will attend at least 75% of board meetings,
committee meetings, and special events.
3. Each year I will make a personal financial
contribution at a level that is meaningful to me.
4. I will actively participate in one or more
5. I will act in the best interests of the
organisation, and excuse myself from discussions
and votes where I have a conflict of interest.
6. I will stay informed about what’s going on in the
organisation. I will ask questions and request
information. I will participate in and take
responsibility for making decisions on issues,
policies and other board matters.
7. I will work in good faith with staff and other
board members as partners towards achievement of
8. If I don’t fulfil these commitments to the
organisation, I will expect the board president to
call me and discuss my responsibilities with me.
In turn, the organisation will be responsible to me in
1. I will be sent, without request, quarterly
financial reports and an update of organisational
activities that allow me to meet the “prudent
person” standards of the law (1).
2. Opportunities will be offered to me to discuss with
the executive director and the board president the
organisation’s programs, goals, activities, and
status; additionally, I can request such
3. The organisation 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.
3. 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 organisation. Board
members and staff will work in good faith with me
towards achievement of our goals.
4. If the organisation does not fulfil its
commitments to me, I can call on the board
president and executive director to discuss the
organisation’s responsibilities to me.
Member, Board of Directors
Chair, Board of Directors
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.
Footnote: (1) The “Prudent Person Rule,” applied in many
legal settings in slightly differing language, states that
an individual must act with the same judgement and care
as, in like circumstances, a prudent person would act.
Eds Note: Obviously the language can change to suit the Australian environment but it’s certainly all spelt out.
If you would like to comment on this idea of a contract for board members why not join our on-line Forum at probonoaustralia.com.au.