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Board Members Declaration Form

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BOARD MEMBERS DECLARATION FORM

This Board Members Declaration Form (the "Declaration") is made as of Effective Date: between Organization Name: with registered address at ("Company"), and Board Member Name: of address ("Board Member").

RECITALS

WHEREAS, the Company has appointed the Board Member to serve on the Company's board of directors or governing body subject to the Company's articles, bylaws and applicable law; and

WHEREAS, the Board Member has agreed to accept such appointment and to make the declarations and undertakings set forth in this Declaration as a condition of appointment; and

WHEREAS, the Company requires confirmed disclosures of interests, compliance with fiduciary duties, and an undertaking to maintain confidentiality and to avoid conflicts in the performance of Board duties.

NOW THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the Company and the Board Member agree as follows.

1. APPOINTMENT AND ACCEPTANCE

1.1 Appointment. The Company confirms the appointment of the Board Member to the position of:

1.2 Term. The Board Member's term commences on and, subject to the Company's governing documents and applicable law, continues until .

1.3 Acceptance. By executing this Declaration the Board Member accepts the appointment, agrees to discharge the duties of office in good faith and with due care, and acknowledges the fiduciary obligations owed to the Company.

2. DECLARATIONS

The Board Member hereby declares and warrants, effective as of the date of this Declaration, the following (each box to be checked to indicate affirmation):

  I have no unspent criminal convictions or pending indictable offenses that would disqualify me from serving as a director under applicable law.

  I am not disqualified or otherwise prohibited by statute or regulation from acting as a director or governance member of the Company.

  I am not subject to a bankruptcy order, insolvency proceedings, or similar disqualification that would impair my ability to perform my duties.

  There are no ongoing material proceedings, claims or investigations against me that would reasonably be expected to affect my ability to serve.

3. CONFIDENTIALITY AND NON-DISCLOSURE

3.1 The Board Member shall at all times keep confidential and not disclose any confidential information of the Company except as required in the discharge of duties, by law, or with prior written consent of the Company. Confidential information includes but is not limited to financial data, strategic plans, deliberations of the board, and personal data of employees.

3.2 The obligations set out in this section survive termination of the Board Member's service for a period of three (3) years, or such longer period as required by applicable law or the Company's policies.

  I acknowledge and accept the confidentiality obligations set out above.

4. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

4.1 The Board Member shall promptly disclose to the Company any personal or business interests that may create a real or perceived conflict with the interests of the Company. Such disclosure shall be made in writing and the Company may require the Board Member to abstain from deliberation or voting on matters in which a conflict exists.

5. COMPLIANCE WITH LAWS AND POLICIES

The Board Member shall at all times comply with applicable laws, the Company's articles and bylaws, codes of conduct and any corporate governance policies adopted by the Company. The Board Member shall promptly notify the Company if any change in circumstances affects any declaration made herein.

  I acknowledge receipt of and agree to comply with applicable Company governance policies.

6. REMUNERATION AND EXPENSES

6.1 Any fees, remuneration or reimbursement of expenses payable to the Board Member will be as approved by the Company in accordance with its policies and will be subject to reporting and approval requirements.

  Expenses incurred in the performance of duties will be reimbursed in accordance with the Company's expense policy and upon provision of proper documentation.

7. RESIGNATION AND REMOVAL

7.1 The Board Member may resign by delivering written notice to the Company. The Company may remove the Board Member in accordance with its articles, bylaws and applicable law. Upon resignation or removal, the Board Member shall deliver to the Company all Company property and confidential materials.

8. REPRESENTATIONS AND WARRANTIES

The Board Member represents and warrants that all information provided in this Declaration is true, complete and not misleading, and agrees to notify the Company promptly of any material change to such information.

  I represent and warrant that the foregoing statements are true, complete and accurate.

9. NOTICES

9.1 Any notice or other communication to be given under this Declaration shall be in writing and delivered to the addresses below (or to such other address as a party may specify by notice).

10. AMENDMENT; WAIVER; COUNTERPARTS

This Declaration may be amended only by an instrument in writing signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver. This Declaration may be executed in counterparts, each of which will be deemed an original and all of which constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law: This Declaration is governed by and shall be construed in accordance with the laws of without regard to conflicts of law principles.

11.2 Entire Agreement: This Declaration constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

11.3 Severability: If any provision of this Declaration is held to be invalid or unenforceable, the remainder of the Declaration will continue in full force and effect.

Company:

By:

Date:

Board Member:

By:

Date:

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What the Board Members Declaration Form Is and When It’s Used

The Board Members Declaration Form is a formal corporate statement completed by directors or trustees to disclose eligibility, conflicts of interest, related-party transactions, and compliance with governance requirements. Organizations use it to document each board member’s legal qualifications, independence status, and any financial or familial relationships that could affect decision making. The form provides a written, signed record for the corporate minute book and supports internal audits, regulator inquiries, and lender or investor due diligence procedures.

Why a Clear Declaration Matters for Governance

A completed declaration reduces legal risk, improves transparency, and documents compliance with bylaws and fiduciary duties. It supports conflict-of-interest management, helps satisfy auditors and regulators, and creates a defensible record if disputes arise under ESIGN (15 U.S.C. ch. 96) or state law (UETA).

Why a Clear Declaration Matters for Governance

Who Typically Completes This Form

Primary users and recipients typically include in-house counsel, corporate secretaries, and board members.

  • Sitting board members confirming eligibility, independence, and business affiliations relevant to board duties
  • Corporate secretaries collecting declarations ahead of annual meetings and maintaining minute book records
  • Internal audit or compliance teams reviewing disclosures for potential conflicts and remediation actions

Completed forms are kept with corporate records and shared with auditors, compliance officers, or external counsel as appropriate.

Common Signatories and Their Roles

Board Chair

The board chair signs to acknowledge distribution and oversight. The chair reviews declarations for patterns of related-party activity and refers matters to the conflicts committee or outside counsel when needed.

Corporate Secretary

The corporate secretary collects, verifies, and retains completed declarations in the corporate records. The secretary ensures forms are dated, signed, and available for audits and regulatory reviews.

Required Information Elements at a Glance

Full Legal Name: Exact name
Position: Board role
Effective Date: MM/DD/YYYY
Conflict Details: Brief summary
Related Parties: Names listed
Signature: Signed and dated

Step-by-Step: Completing the Declaration

Follow these sequential steps to complete and finalize the Board Members Declaration Form accurately.

  • 01
    Gather information: Collect names, affiliations, and transaction details.
  • 02
    Complete fields: Enter required data using MM/DD/YYYY format.
  • 03
    Review for conflicts: Check for related-party or financial disclosures.
  • 04
    Sign and file: Sign, date, and retain in the minute book.

Configuring an Electronic Workflow for Declarations

Suggested field settings and routing for online completion and retention of declarations.

Field Configuration
Full Name Field Required, text validation
Date Field MM/DD/YYYY required
Conflict Checkbox If checked, show details field
Signature Field Signer authentication required

Where to File or Send Completed Forms

Common submission destinations and who should receive the final, signed declaration.

  • Corporate Records: Retain original in minute book or digital archive.
  • Corporate Secretary: Provide an executed copy for recordkeeping.
  • Audit/Compliance: Share copies for review or remediation.
  • External Counsel: Send when conflicts require legal analysis.

Technical Requirements for Online Completion

Ensure platforms support secure e-signatures, audit trails, access control, and format export for the corporate record.

  • Authentication: Email, SMS, or stronger
  • File Formats: PDF/A, DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace

Pricing and Feature Snapshot for eSign Providers

Side-by-side pricing and common feature availability to help compare providers for board declaration workflows. signNow is listed first per product data.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Consequences of Incorrect or Missing Declarations

Undisclosed Conflict: Legal challenge risk
Invalid Authorization: Transaction may be void
Regulatory Scrutiny: Increased compliance review
Tax Exposure: Reporting errors or penalties
Contract Risk: Counterparty dispute
Recordkeeping Failures: Audit penalties

Common Preparation Mistakes to Avoid

  • Using informal titles or abbreviations that do not match corporate records, leading to mismatches during verification or audit requests.
  • Leaving conflict fields vague or incomplete instead of providing dates, monetary values, or counterpart names that enable objective review.
  • Failing to date forms correctly or using inconsistent date formats, which complicates determination of when disclosures became effective.
  • Relying on unsigned or initialed copies when the corporate policy and bylaws require original signatures or authenticated electronic signatures.

Accuracy and Efficiency Tips

Follow these practical steps to keep declaration workflows accurate, auditable, and minimally disruptive to board operations.

Standardize the Form
Use a single approved template for all directors and require the same fields. Standardization reduces follow-up questions and simplifies audit reviews by ensuring consistent data capture across reporting periods.
Use Clear Prompts
Provide explicit guidance for each disclosure field, including examples of reportable transactions. Clear prompts reduce ambiguity and improve the quality of disclosures submitted by board members.
Centralize Collection
Route completed forms to the corporate secretary or compliance team and maintain a secured, indexed archive. Centralization supports quick retrieval for audits, due diligence, or regulatory inquiries.
Verify and Update
Confirm details during onboarding and at regular intervals; require updates when circumstances change. Periodic verification prevents stale data and reduces the risk of late disclosures.

Practical Use Cases

Real-world examples of how organizations use the declaration to manage governance and disclosure obligations.

Private Company Board

A mid-sized private company issues declarations before each annual meeting to capture related-party transactions.

  • The declarations highlight vendor relationships and director ownership stakes.
  • The corporate secretary uses the compiled disclosures to brief the audit committee and to document the minute book for investor reviews and lender due diligence.

Nonprofit Trustees

A nonprofit collects trustee declarations annually to confirm eligibility and independence for grant decision committees.

  • The form records conflicts, family ties, and paid roles.
  • The governance committee reviews disclosures and implements recusal procedures, which are documented with the signed forms and meeting minutes.

Frequently Asked Questions and Practical Answers

Answers to common questions about signing, validity, and recordkeeping for Board Members Declaration Forms.


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