Can a board member sign electronically?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

When is notarization required?

Most employment agreements do not require notarization. Notarization is only necessary when state law or the contract expressly requires it or when a notarized affidavit is used for record verification.

What if the signer name differs from payroll records?

Name mismatches can impede identity verification and tax reporting; ensure the legal name on the agreement matches government ID and payroll/TIN records to avoid withholding or reporting issues.

How do I revoke or amend the agreement?

Amendments require the consent of all parties in the manner specified by the agreement; revocation or unilateral termination must follow termination clauses and any notice requirements in the contract.

Who should sign on behalf of the company?

An authorized officer or the corporate secretary with delegated authority should sign for the company. Confirm board resolutions or bylaws that define signing authority before execution.

Where should the executed document be stored?

Keep the executed original in the corporate records (minute book), provide copies to HR and payroll, and maintain secure digital backups with audit trails for the statutory retention period.

Electronic Signature
Templates
HR
Board Member Employment Agreement

Board Member Employment Agreement

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

BOARD MEMBER EMPLOYMENT AGREEMENT

This Board Member Employment Agreement (the Agreement) is made and entered into by and between Employer Name: and Board Member Name: . The effective date of this Agreement is Effective Date: .

RECITALS

WHEREAS, Employer desires to employ the individual identified above as a member of the Board of Directors with certain duties as an executive-level employee; and WHEREAS, Board Member desires to accept such employment on the terms and conditions set forth herein.

PERSONAL INFORMATION

Full Legal Name Address Phone Email

POSITION AND DUTIES

Title: Department:

Reporting Manager: Start Date:

The Board Member shall perform the duties customarily associated with the position, serve as a member of the Board of Directors, attend meetings as required, comply with all corporate governance policies, and perform such additional duties as reasonably requested by the Board or CEO in writing.

COMPENSATION AND BENEFITS

Base Salary (annual) Payment Schedule Equity or Option Grants (if any)

The Board Member is eligible to participate in Employer's benefit programs in accordance with the terms of those programs and applicable law. Employer retains the right to modify benefits at its discretion in accordance with plan documents.

EXPENSES

Employer will reimburse reasonable and documented business expenses incurred in the performance of duties, subject to Employer's expense policy. Reimbursement requires submission of receipts and completion of expense reports within 60 days of incurrence.

CONFIDENTIALITY, NON-DISCLOSURE AND INTELLECTUAL PROPERTY

The Board Member shall maintain in strict confidence all confidential and proprietary information of Employer and shall not use such information except in the performance of duties. All inventions, discoveries, works of authorship, and other intellectual property conceived, developed, or reduced to practice by the Board Member in the course of employment shall be Employer's sole and exclusive property, and the Board Member hereby assigns all right, title and interest in such intellectual property to Employer.

Confidentiality Period (years)

CONFLICTS OF INTEREST

The Board Member represents that to the best of their knowledge, no existing obligation, agreement, or relationship would prevent or materially interfere with the Board Member's performance under this Agreement. The Board Member shall promptly disclose any actual or potential conflicts of interest to the Board.

Conflict of Interest Disclosure

TERMINATION; SEVERANCE

This Agreement may be terminated by Employer for Cause immediately upon written notice or by Employer without Cause upon notice to the Board Member. The Board Member may resign upon thirty (30) days' written notice. "Cause" includes (but is not limited to) material breach, willful misconduct, or conviction of a felony.

Notice Period for Termination Without Cause (days) Severance on Termination Without Cause

INDEMNIFICATION

Employer shall indemnify and hold harmless the Board Member to the fullest extent permitted by applicable law for actions taken in good faith in the performance of duties, subject to applicable corporate governance provisions and insurance coverage limitations.

GOVERNING LAW; NOTICES

This Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

Employer Notice Address for Legal Notices Board Member Notice Address for Legal Notices

EMPLOYMENT HISTORY

Previous Employer 1

Responsibilities

Previous Employer 2

Responsibilities

EDUCATION

Highest Degree Institution Graduation Date

REFERENCES

Reference 1

Reference 2

Reference 3

LEGAL DISCLOSURES

At-Will Employment: Employment under this Agreement is at-will and either party may terminate the employment relationship at any time for any lawful reason, subject to the termination provisions set forth herein and any applicable severance provisions expressly set forth in this Agreement.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, age, disability, or any other protected characteristic under applicable law.

BACKGROUND CHECK AND AUTHORIZATION

The Board Member authorizes Employer to obtain background checks, reference checks, and verify employment and education history. The Board Member acknowledges that an offer is contingent upon satisfactory completion of such checks where permitted by law.

Authorization to Obtain Background and Reference Checks I consent to background and reference checks

APPLICANT CERTIFICATION

I certify that all information provided in this Agreement and accompanying documentation is true, complete, and correct to the best of my knowledge. I acknowledge that any material misrepresentation, omission, or falsification may be cause for refusal of employment or immediate termination.

Applicant Acknowledgement I certify the foregoing

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in full force.

SIGNATURES

Employer

Printed Name:

By:

Date:

Board Member

Printed Name:

Signature:

Date:

What a Board Member Employment Agreement Is

A Board Member Employment Agreement is a written contract between an organization and an individual who will serve as an employed director or executive-level board member. It defines the parties, the board role and duties, compensation (salary, equity, benefits), confidentiality and IP ownership, fiduciary responsibilities, indemnification, term and termination rights, and post-termination restrictions such as noncompetition or non-solicitation. The agreement helps manage governance risk and clarifies expectations for both the entity and the board member; it can be executed electronically where allowed by law.

Why having a written agreement matters

A clear Board Member Employment Agreement reduces misunderstandings, allocates liability, documents compensation and equity, and records governance approvals. Properly executed agreements also support tax reporting and corporate records.

Who typically prepares and signs this agreement

Organizations use these agreements when a director or officer has an employment relationship or receives compensation tied to services.

Public and private corporations aligning executive duties with board service and compensation.
Nonprofit boards documenting paid director roles, reimbursements, or consultant arrangements.
Startups formalizing founder-director compensation, equity grants, and governance responsibilities.

Legal counsel, HR, the corporate secretary, and the board chair commonly review and approve the final document before signatures.

Core sections to include in a professional agreement

A robust Board Member Employment Agreement contains standard clauses that govern the working relationship, protect company interests, and set dispute-resolution procedures.

Parties & Recitals

Identify the employer entity and board member, include capacity (director, CEO-board) and background facts to explain the relationship.

Duties & Scope

Describe board responsibilities, executive duties (if any), required time commitment, reporting lines, and conflict-of-interest expectations in measurable terms.

Compensation & Equity

Set salary, bonus criteria, equity grants, vesting schedules, tax withholding, and expense reimbursement details with explicit calculation rules.

Term & Termination

State the effective date, duration, cause and convenience termination rights, notice periods, and severance or change-in-control provisions.

Confidentiality & IP

Include nondisclosure, invention assignment, data protection obligations, and any required HIPAA or privacy addenda for healthcare contexts.

Indemnity & Liability

Allocate indemnification, D&O insurance requirements, limitation of liability, and procedures for defense and third-party claims.

Key data fields to capture on the form

Board Member Name: Full legal name

Role / Title: Director or officer title

Employer Entity: Legal company name

Effective Date: MM/DD/YYYY format

Compensation Summary: Salary/equity summary

Signature Block: Signer name, title, date

Step-by-step: completing and executing the agreement

Follow a simple sequence to prepare, approve, and sign the agreement to ensure corporate recordkeeping and enforceability.

01

Draft: Prepare terms and attach exhibits such as equity schedules.
02

Review: Have corporate counsel and HR review for compliance and tax implications.
03

Approve: Obtain board or committee approval where governance rules require it.
04

Execute: Sign using an approved eSignature solution or wet signatures as appropriate.

Recommended digital workflow settings

Configure signing and authentication options to match document sensitivity and corporate policies.

Field	Configuration
Authentication	Email link with optional SMS code
Signature Type	Click-to-sign or uploaded image
Signing Order	Sequential: company then board member
Notifications	Automatic reminders and completion receipts

Where executed agreements should be sent or filed

Route signed documents to the right stakeholders and repositories to preserve corporate records and for tax reporting.

Corporate Secretary: Store executed originals in the minute book or records repository.
HR / Payroll: Provide copies for payroll setup and tax withholding.
Legal Counsel: Retain a redacted copy for compliance and dispute readiness.
Accounting: Record compensation and equity for financial statements.

Digital signing considerations and platform requirements

Use an eSignature platform that supports reliable signer attribution, tamper-evident audit trails, and secure storage for employment agreements.

Integrations: CRM, HRIS, or ERP integrations (Salesforce, NetSuite) ease record updates.
Document Formats: PDF, Word DOCX, and searchable exports preserve contractual text.
Authentication: Email, SMS, or advanced verification methods ensure signer identity.

Record retention, audit trail access, and optional two-factor or KBA authentication should align with corporate policy and any industry-specific compliance requirements such as HIPAA or SEC rules.

Key dates and deadlines to track

Monitor effective dates, reporting obligations, and notice periods tied to the agreement to avoid tax and governance lapses.

Effective Date and Term:

Date when obligations begin; governs vesting and notice calculations.

Board Approval Date:

Date of recorded approval or minutes authorizing the agreement.

Tax & Reporting:

Collect W-9 and report compensation per IRS timelines when required.

Termination Notice:

Period required for convenience or for-cause termination.

Equity Vesting Dates:

Set and track vesting milestones and any acceleration triggers.

Milestone timeline from draft to storage

A sequential checklist ensures approvals, signatures, and records are completed in order to preserve corporate governance integrity.

01

Drafting Stage

Draft agreement and attach exhibits for review.

02

Approval Stage

Obtain committee or board authorization documented in minutes.

03

Execution Stage

Complete signatures using chosen signing method and authentication.

04

Recordkeeping Stage

File executed copies with corporate records and payroll systems.

Common preparation errors to avoid

Using informal or inconsistent names for the corporate entity can create ambiguity in tax and governance records and delay post-execution processing.
Vague compensation terms such as 'reasonable bonus' leave interpretation open and create disputes over payment triggers and amounts.
Failing to obtain board approval or record minutes authorizing employment terms can render the agreement noncompliant with corporate governance rules.
Not matching the signer name to government ID or payroll records risks verification failures and backup withholding consequences for tax reporting.

Consequences of defective or incomplete agreements

Tax Withholding Risk: Backup withholding or penalties

Breach Liability: Fiduciary breach exposure

Invalid Signature: Enforceability challenges

Confidentiality Breach: Regulatory fines or litigation

Equity Disputes: Vesting and ownership conflicts

Recordkeeping Failure: Audit or compliance penalties

eSignature vendor pricing snapshot for Board Member Employment Agreement workflows

Compare baseline pricing and platform features to ensure the chosen vendor supports audit trails, HIPAA if needed, and bulk or API workflows.

	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	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about execution and enforceability

Answers to common questions about electronic execution, notarization, and signature validity for Board Member Employment Agreements.

Need help? Contact support

Can a board member sign electronically?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
When is notarization required?
Most employment agreements do not require notarization. Notarization is only necessary when state law or the contract expressly requires it or when a notarized affidavit is used for record verification.
What if the signer name differs from payroll records?
Name mismatches can impede identity verification and tax reporting; ensure the legal name on the agreement matches government ID and payroll/TIN records to avoid withholding or reporting issues.
How do I revoke or amend the agreement?
Amendments require the consent of all parties in the manner specified by the agreement; revocation or unilateral termination must follow termination clauses and any notice requirements in the contract.
Who should sign on behalf of the company?
An authorized officer or the corporate secretary with delegated authority should sign for the company. Confirm board resolutions or bylaws that define signing authority before execution.
Where should the executed document be stored?
Keep the executed original in the corporate records (minute book), provide copies to HR and payroll, and maintain secure digital backups with audit trails for the statutory retention period.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now