How To Draft a Board of Directors Membership Agreement

Board of Director Agreement

Oct 08

A Board of Directors Membership contract is used when recruiting new board members to your non-profit organization. The primary function of the agreement is to outline the responsibilities and roles of the members in the Board of Directors and to secure the membership of the incoming Board Member. Below is an outline of the necessary sections of the agreement that can be used a template and tailored to your own non-profit organization’s needs.

Introduction to the Organization

The contract should begin with the name of your organization, followed by the organization’s Mission Statement. Remember that people who participate in non-profit work do so because they truly believe in the values of the organization, so use this part of the contract as an opportunity to inspire your new member and remind them of the goal of the board.

Statement of Values

Next, create an outline of the core values of your organization. This list should include four to eight different statements, depending on the type of non-profit you have. The immediate benefit of this section is to reinforce the organization’s Mission Statement with more actionable detail, and the secondary benefit is to hold the existing Board of Directors of the scope and objectives of your non-profit organization.

Board Composition

The next section, Board Composition, should be a list of the directors that currently make up the board. Remember, it is the board’s responsibility to determine the skills and expertise required to govern the organization, and your new member should fit within this profile.

Board Responsibilities

Follow this with a list of Board Responsibilities. Make sure to clarify that the new board member will be held jointly liable for the actions of the organization and will be taking on legal responsibilities as well as practical ones.

The Board Responsibilities section should include detailed information about the board’s oversight.

For example:

The board should have an active oversight of:

  1. Board development and education
  2. Financial management
  3. Fundraising and resource development
  4. Long range planning and mission development

You can conclude this section with a stipulation that the board members must express and demonstrate a commitment to the mission of the organization.

Individual Member Responsibilities

Next, outline the Individual Member Responsibilities, which may include clauses such as the below.

  • The member must provide continuing direction for planning, evaluation, and operation of programs.
  • The member must attend every board meeting, including committee meetings and special events.
  • The member must actively serve on the committee and offer to take on special assignments.
  • The member must be up-to-date on organization programs, policies, services, and mission.
  • The member must review meeting agendas and other supporting meetings materials.
  • The member must make financial commitments according to their ability.
  • The member must participate in fundraising programs.
  • The member must communicate with others about the vision of the organization.


Close the contract with a signature line and date and distribute a copy to the member and to the board for its records.

You can adjust any sections as desired, as long as you include all responsibilities, both practical and legal, and make the objectives of the board and the roles within it clear for everyone. You might arrange that board itself approve of updates to the agreement and certainly of the criteria for new members.

For more member resources, tap into Board Management’s Member Directory and Committee building features.

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