Page 6 - C&A's Nonprofit Board Guide

BOARD MEMBER There are several sample agreements available on the Internet that can be modified to be in-line
with the organization’s bylaws and to best fit the organization’s needs from its Board members.
AGREEMENTS The following is a sample of what can be included in the agreement:

►
Attend a certain number or percentage of Board meetings;
► Give-or-get financial contribution;
► Volunteer at the organization’s fundraising events; and
► Volunteer to be on one of the Board committees (if position allows).

The agreement can also state what the Board member will expect from the organization. The
following is a sample of the organization’s responsibilities:
► Provide timely financial information;
► Provide timely responses to inquiries to management;
► Provide D&O coverage; and
► Provide necessary information to allow the Board member to make wise decisions in governing
the organization.

Best Practices for Board Member Agreements:
► Simplicity and Clarity: Ensure the agreement is straightforward and accessible, avoiding
excessive jargon.
► Compliance: Have a legal review to ensure compliance with relevant laws and industry
standards.
► Onboarding Integration: Use the agreement as a foundational part of the onboarding
process to orient new Board members quickly.
► Accessibility: Make the agreement easily accessible through a shared workspace or board
portal for ongoing reference.
► Regular Updates: Update the agreement periodically to reflect organizational changes and
evolving Board roles.

B oard members will likely have different interpretations as to what is expected from them in For a new organization, the implementation of a Board member agreement will be an easier feat
than for a large Board of Directors of an established organization, as all Board members might not
their roles. In many cases, not all Board members know the full extent of what is expected
of them and what their responsibilities are to the organization. To avoid such confusion be willing to sign the agreement. However, if the decision to require Board members to sign an
and to ensure awareness and understanding of their responsibilities as a Board member, a Board agreement was made, it can help eliminate those members who are not fully vested in their roles
member agreement should be implemented to address these concerns. The purpose of a Board as Board members, which will then give the opportunity for a new Board member to join that is
member agreement is to officially outline and codify the expectation and responsibilities of each willing to make the commitment that is needed for the organization. For those organizations that
Board member. do not have Board agreements, the Nonprofit Revitalization Act states that the Board of Directors
cannot remove a Board member without cause. Removing a Board member without cause, even
As with any arrangement that involves a commitment of time (and sometimes money), having if allowed per the organization’s bylaws, is not compliant with current New York State law.
an agreement in place is best practice to ensure both the Board member and the organization However, having a Board agreement in place can help provide support that an ineffective Board
have a clear understanding of what is expected. The agreement will describe the Board member’s member is not fulfilling his/her obligations under the agreement, making it easier to remove that
responsibilities as well as describe the responsibilities of the organization’s management so that individual from the Board.
the Board member can fulfill his/her fiduciary responsibility. Prior to a Board member being voted
on at the annual meeting, presenting him/her with a sample agreement will help ensure that the Board member contracts are not mandatory, although having them in place is best practice and can
relationship between the Board member and the organization will start off on the right path. help ensure Board members are aware of their responsibilities, what is expected of them, and what
they expect from the organization to enable them to more effectively lead.

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