Board Member Agreement
A board member agreement is a contract or letter outlining expectations, duties, and policies for an individual serving on a company's board of directors. Use this when a private company adds an independent board member. It restates fiduciary duties, meeting frequency, equity compensation if any, and NDA for board materials.
What's included
A ready-to-use board member agreement covering board role: independent vs insider, meeting cadence and committee assignments, confidentiality of board materials, with signature fields already placed for Company and Director. Fill in the bracketed details (like [Company Name] or [Date]) using Docracy's built-in text editor, then send it out for signature.
This is a general template for informational purposes only and does not constitute legal advice. Consult a qualified attorney to review it for your specific situation and jurisdiction before use.
Key clauses
- Board role: independent vs insider
- Meeting cadence and committee assignments
- Confidentiality of board materials
- Conflict of interest disclosure duties
- Compensation/equity if any
- D&O insurance and indemnification reference
What you'll fill in
[Company Name][Director Name][Board Seat Type][Term Length if Staggered][Equity Grant if Any][Expected Meeting Hours/Year][Effective Date]Legal summary
Directors owe fiduciary duties of care and loyalty; this agreement supplements bylaws and charter on confidentiality and conflicts. Indemnification depends on corporate charter and D&O policy.
Free for up to 2 signers, no account required. Need unlimited? Flat $10/month.
FAQ
Is this Board Member Agreement legally binding?
Signing through Docracy uses a simple electronic signature (SES), which is legally recognized for everyday business agreements under laws like the U.S. ESIGN Act and the EU's eIDAS regulation. This is a general template, not legal advice — for high-stakes or regulated agreements, have a qualified attorney review it for your situation.
Who needs to sign this Board Member Agreement?
This template includes signature fields for Company and Director — already placed — plus 7 placeholder fields to fill in before you send it.
Can I edit this Board Member Agreement before sending it?
Yes — Docracy's editor lets you edit the text, add or remove signature fields, redact sections, and reorder pages before you send it.
Do I need an account to send this Board Member Agreement?
No — it's free for up to 2 signers with no account required. Create a free account only if you want to save it to a dashboard or reuse it later.
Try it with an AI assistant
Paste one of these into ChatGPT, Claude, or your assistant of choice:
“Fill for independent director with 4 meetings/year and 0.25% equity grant.”
“Require annual conflict disclosure form.”
“Reference company D&O policy in indemnification section.”
Why teams start with Docracy
“Docracy is a great product that I have tested and am using. It is easy to use, has good tools, is always up to date, and implements new features. Highly recommended.”— DACH Advisory
Free for up to 2 signers, no account required. Need unlimited? Flat $10/month.