Is an electronic signature legally valid?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are generally legally enforceable if intent, consent, attribution, and record retention requirements are satisfied.

Do board agreements require notarization or witnesses?

Typically no for most corporate appointments; however, some jurisdictions or specific provisions (e.g., deeds, wills) require notarization or witnesses. Check state rules and corporate bylaws before execution.

Who is authorized to sign on the company’s behalf?

Authorized corporate signatories—often the chair, CEO, or corporate secretary—should sign per bylaws or board resolution. Confirm authority in corporate records to avoid disputes.

How do I amend an existing agreement?

Prepare a written amendment signed by all required parties and reference the original agreement’s amendment clause. Record the amendment in corporate minutes and retain the executed document.

Can a director revoke their agreement or resignation?

Revocation depends on the agreement terms and corporate law; directors may resign but revoking a resignation or obligations often requires board approval or mutual agreement.

How should executed agreements be stored?

Store executed originals and certified electronic copies in a secure records system with access controls and retention schedules aligned to IRS, HIPAA, or industry requirements.

Electronic Signature
Templates
Legal
Board Member Agreement

Board Member Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BOARD MEMBER AGREEMENT

This Board Member Agreement (the Agreement) is entered into as of by and between Company Name: with principal place of business at (the Company), and Board Member: of (the Board Member).

RECITALS

WHEREAS, the Company is engaged in the business of conducting its operations and desires to obtain the benefit of the Board Member's experience and services in advising and supervising the management of the Company; and

WHEREAS, the Board Member is willing to serve on the Company's board of directors on the terms and conditions set forth in this Agreement and to perform the duties required of a director under applicable law and Company governing documents; and

WHEREAS, the parties wish to set forth their agreement with respect to the Board Member's appointment, duties, compensation, confidentiality, and other terms of service.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT AND TERM

1.1 Appointment. The Company hereby appoints the Board Member to serve as a member of the Company's board of directors, and the Board Member accepts such appointment, subject to the terms and conditions set forth in this Agreement.

1.2 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

2. DUTIES AND STANDARD OF CONDUCT

2.1 Fiduciary Duties. The Board Member shall perform all duties of a director in good faith, with the care that a reasonably prudent person in a similar position would use, and in a manner the Board Member reasonably believes to be in the best interests of the Company, consistent with applicable law and the Company's articles and bylaws.

2.2 Services. The Board Member shall attend board and committee meetings, review materials in advance, participate in committees as reasonably requested, and otherwise make reasonable efforts to be available for consultation with management between meetings.

3. MEETINGS; COMMITTEES; REMOVAL

3.1 Meetings. The Board Member shall use reasonable efforts to attend all regular and special meetings of the board and of committees on which the Board Member serves. The Company will provide notice of meetings in accordance with its bylaws.

3.2 Removal. The Board Member may be removed or replaced in accordance with the Company’s articles and bylaws or by written agreement of the Company's shareholders or board, and termination under Section 10 shall not limit any other remedy available to the Company.

4. COMPENSATION AND EXPENSES

Annual Retainer Meeting Fees (per meeting)

4.1 Payment. Compensation shall be paid in accordance with the Company's standard practices within thirty (30) days following presentation of an invoice or expense report acceptable to the Company.

4.2 Reimbursement. The Company shall reimburse the Board Member for reasonable and documented out-of-pocket expenses incurred in connection with performing duties hereunder in accordance with the Company's written expense policies.

5. CONFIDENTIALITY

5.1 Confidential Information. The Board Member shall maintain in strict confidence and shall not, without Company authorization, disclose or use any Confidential Information of the Company except in connection with the performance of duties under this Agreement. "Confidential Information" includes non-public information concerning the Company's business, finances, technology, customers, and suppliers.

5.2 Survival. The obligations of confidentiality under this Section 5 shall survive termination of this Agreement for a period of five (5) years, or longer as required by applicable law or contract.

6. CONFLICTS OF INTEREST

6.1 Disclosure. The Board Member shall promptly disclose to the board any actual or potential conflicts of interest, including relationships with competitors, suppliers, or customers that could reasonably be expected to affect the Board Member's independence or objectivity.

6.2 Recusal. Where a conflict exists, the Board Member shall recuse from discussions or votes as required by law or the Company's policies.

7. COMPLIANCE WITH POLICIES AND LAWS

The Board Member shall comply with the Company's applicable policies, including but not limited to insider trading policies, code of conduct, and any committee charters. The Board Member shall also comply with all laws and regulations applicable to directors.

8. INTELLECTUAL PROPERTY

Any inventions, discoveries, developments or improvements conceived or reduced to practice by the Board Member in the course of performing duties for the Company shall be promptly disclosed to the Company and, to the extent permitted by applicable law, shall be the exclusive property of the Company. The Board Member shall execute reasonable documents to effect assignment when requested.

9. INDEMNIFICATION AND INSURANCE

9.1 Indemnification. Subject to applicable law and the Company's governing documents, the Company shall indemnify and hold harmless the Board Member against claims, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Board Member in connection with acts or omissions in the performance of duties as a director, to the fullest extent permitted by law.

9.2 Advancement. The Company shall advance expenses to the extent permitted by law and subject to any required undertakings or repayment obligations provided by the Company’s bylaws or resolution of the board.

10. TERMINATION

10.1 Termination Without Cause. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

10.2 Termination for Cause. The Company may terminate this Agreement immediately for cause, including breach of this Agreement, gross negligence, willful misconduct, or commission of an act of fraud or dishonesty materially injurious to the Company.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

12.1 Entire Agreement. This Agreement, together with the Company's articles and bylaws and any committee charters referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.2 Severability. If any provision of this Agreement is held to be unenforceable or invalid under applicable law, such provision will be modified to the extent necessary to make it enforceable and valid, and the remaining provisions will remain in full force and effect.

12.3 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates by notice in accordance with this Section).

Company Notice Address Board Member Notice Address

MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14.2 Remedies. The Board Member agrees that a breach of Sections 5 (Confidentiality) or 6 (Conflicts of Interest) would cause irreparable harm for which monetary damages may be an insufficient remedy, and that the Company shall be entitled to injunctive relief in addition to any other remedies.

14.3 Interpretation. Headings are for convenience only and shall not affect the interpretation of this Agreement. Words importing the singular include the plural and vice versa.

Company Printed Name:

By:

Date:

Board Member Printed Name:

Signature:

Date:

What a Board Member Agreement Covers

A Board Member Agreement is a written contract that defines the relationship between a corporation or nonprofit and an individual director or board member. It typically sets out the member’s appointment, term of service, duties and standards of conduct, compensation or expense reimbursement, confidentiality and intellectual property obligations, conflict-of-interest rules, indemnification and insurance provisions, and procedures for resignation or removal. The agreement complements corporate bylaws and minutes and ensures clarity about responsibilities, decision-making authority, and dispute resolution mechanisms under applicable state corporate law.

Why a Written Agreement Matters for Directors

A formal Board Member Agreement documents expectations, limits liability exposure, and supports enforceability of fiduciary duties. It also records consent to electronic signature and retention of records under federal frameworks such as the ESIGN Act (15 U.S.C. §7001) and state UETA rules when applicable. Exceptions may apply for testamentary instruments and certain court filings.

Who Commonly Uses Board Member Agreements

Corporations, nonprofits, and start-ups use these agreements to standardize director terms and responsibilities before, during, or after appointment.

Corporate secretaries coordinating board records and filings for state compliance.
General counsel drafting terms to manage fiduciary duties and indemnities.
Individual directors accepting duties and confirming conflicts disclosures.

Individual directors, corporate secretaries, general counsel, and outside counsel typically review and execute the agreement to ensure corporate governance compliance.

Core Sections to Include in a Professional Agreement

A complete Board Member Agreement organizes obligations and protections into clear, enforceable sections so both the organization and director understand rights, remedies, and administrative processes.

Appointment & Term

Specify start date, length of term, reappointment process, and any probationary or interim appointment conditions to avoid ambiguity at renewal or replacement.

Duties & Standards

Describe expected time commitment, committee service, fiduciary duties, attendance requirements, and applicable policies such as codes of conduct or insider trading rules.

Compensation & Expenses

List any cash fees, equity awards, stipend, or reimbursement policy with timing, expense submission procedures, and tax reporting responsibilities.

Confidentiality & IP

Include non-disclosure obligations, handling of confidential materials, and ownership or assignment terms for inventions or materials created in the director role.

Conflicts & Disclosures

Require initial and ongoing disclosure of conflicts, describe recusal procedures, and state remedies for undisclosed conflicts, including potential removal.

Indemnity & Insurance

Set forth indemnification scope, advancement of expenses, and directors-and-officers insurance expectations, plus limits and procedures for claims.

How to Complete and Execute a Board Member Agreement

Follow these sequential steps to prepare, approve, and finalize the agreement with legal and corporate records accuracy.

01

Draft the Agreement: Use standard template with custom terms.
02

Internal Review: General counsel and HR review for compliance.
03

Board Approval: Obtain vote or written consent per bylaws.
04

Sign and Record: Execute signatures and file with corporate minutes.

Typical Routing and Submission Workflow

This sequence outlines common routing steps from drafting through secure storage and distribution.

Upload Document: Place final PDF or DOCX into the signing platform.
Set Fields: Add signature, date, and initial fields where required.
Assign Signers: Enter director and corporate signatory information.
Distribute Copies: Send final signed copies to parties and records.

Digital Workflow Settings to Configure

Configure these common settings when preparing the agreement in an eSignature system to ensure correct order and authentication.

Workflow Field	Configuration
Signature Order	Sequential or parallel signing per corporate approval process
Authentication Level	Email link, SMS code, or advanced ID verification as required
Notifications	Automatic reminders and completion alerts for signers
Template Library	Save approved version as reusable template for future appointments

Technical Considerations for eSigning and Storage

Ensure your signing platform supports required security, audit trails, and file formats before eSigning a board agreement.

File Formats: PDF and DOCX accepted
Integrations: Salesforce, NetSuite, Microsoft 365 supported
Authentication: Email, SMS, or advanced ID proofing

eSignature Vendor Pricing and Feature Snapshot

Comparison shows common price points and feature presence for high-level vendor selection; signNow is listed first per platform data and compliance capabilities.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA required)	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Security and Compliance Features to Verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

ESIGN / UETA: Compliant with federal and state e-signature law

HIPAA: BAA available for protected health information

SOC 2 / ISO: SOC 2 Type II and ISO 27001 certified

21 CFR Part 11: Controls available for FDA-regulated records

Accessibility: WCAG 2.0 Level AA support

Key Risks and Consequences of Errors

Fiduciary Liability: Personal liability exposure for breaches

Invalid Appointment: Improper execution may void the appointment

Tax Reporting: Incorrect compensation reporting triggers penalties

Conflict Violations: Undisclosed conflicts can lead to rescission

Corporate Record Gaps: Missing minutes may impair enforcement

State Filing Penalties: Late or incorrect filings can incur fines

Common Timing Considerations and Deadlines

Track key dates to ensure the agreement takes effect properly and complies with tax and corporate reporting timelines.

Effective Date:

Date the agreement becomes operative (enter MM/DD/YYYY)

Acceptance Deadline:

Deadline for director to sign and return agreement

Board Resolution Filing:

Record vote or written consent per bylaws

Tax Reporting Timeline:

Report compensation per IRS schedules and withholding rules

Record Retention Start:

Retention periods run from execution or last effective date

Key Milestones from Draft to Archive

A sequential milestone view clarifies responsibilities and dates from negotiation through archival of the signed agreement.

01

Draft & Review

Prepare draft and obtain legal review before circulation

02

Board Vote

Obtain formal approval in meeting or written consent

03

Execution

Signatures collected and dates recorded

04

Record & Archive

Store executed agreement with minutes and company records

Frequently Asked Questions About Board Member Agreements

Answers address common execution, validity, and post-signature concerns for directors and corporate administrators.

Need help? Contact support

Is an electronic signature legally valid?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are generally legally enforceable if intent, consent, attribution, and record retention requirements are satisfied.
Do board agreements require notarization or witnesses?
Typically no for most corporate appointments; however, some jurisdictions or specific provisions (e.g., deeds, wills) require notarization or witnesses. Check state rules and corporate bylaws before execution.
Who is authorized to sign on the company’s behalf?
Authorized corporate signatories—often the chair, CEO, or corporate secretary—should sign per bylaws or board resolution. Confirm authority in corporate records to avoid disputes.
How do I amend an existing agreement?
Prepare a written amendment signed by all required parties and reference the original agreement’s amendment clause. Record the amendment in corporate minutes and retain the executed document.
Can a director revoke their agreement or resignation?
Revocation depends on the agreement terms and corporate law; directors may resign but revoking a resignation or obligations often requires board approval or mutual agreement.
How should executed agreements be stored?
Store executed originals and certified electronic copies in a secure records system with access controls and retention schedules aligned to IRS, HIPAA, or industry requirements.

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