Who must sign this agreement?

Authorized corporate officers and the named managers should sign. Confirm signatory authority via bylaws or a board resolution to avoid later disputes over execution validity.

Is notarization required?

Notarization is not universally required for governance agreements, but some states or institutional policies may require it for certain instruments; consult state rules and corporate policy.

Can the agreement be signed electronically?

Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Do I need witness signatures?

Witness requirements differ by state and document type. For standard manager agreements witnesses are uncommon, but real estate or POA elements may trigger witness rules in specific states.

How should I store the executed document?

Maintain a tamper-evident signed PDF and the audit trail in your corporate records repository for the retention period appropriate to tax and regulatory needs.

What if a signatory's name is incorrect?

A name mismatch can cause enforceability and tax-reporting issues. Correct by executing an amendment or corrective signature page referencing the original agreement and effective dates.

Electronic Signature
Templates
Miscellaneous
Board of Directors Managers Agreement

Board of Directors Managers Agreement

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

BOARD OF DIRECTORS MANAGERS AGREEMENT

This Board of Directors Managers Agreement ("Agreement") is made effective as of by and between Company Name: with principal place of business at , and Manager Name: with address at .

RECITALS

WHEREAS, the Company desires to retain the Manager to perform board and managerial services described herein and to leverage the Manager's experience in corporate governance, oversight and strategic advisory; and

WHEREAS, the Manager is willing and able to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Services to be provided

The Manager shall perform fiduciary, advisory and managerial duties appropriate to a member of the Company's Board of Directors and, as applicable, provide executive management services consistent with the written Scope of Work. Manager shall act at all times in the best interests of the Company and shall exercise the degree of care, skill and diligence that a reasonably prudent person would exercise in similar circumstances.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until , unless earlier terminated as provided below.

Notice period for termination without cause

Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other in the event of material breach, willful misconduct, gross negligence, conviction of a felony, or a judicial determination that the Manager is disqualified from serving. Following termination, the Manager shall cooperate to effect an orderly wind-down of services.

COMPENSATION AND EXPENSES

Compensation amount Payment schedule Late payment charge

Reimbursable expenses Manager eligible for reimbursement of reasonable, documented expenses incurred in performance of duties

Payment Terms: Unless otherwise agreed in writing, the Company shall pay the Manager according to the Payment Schedule. All payments are due within thirty (30) days of receipt of a proper invoice. Late payments shall accrue interest at the rate specified in this Agreement. The Manager is responsible for all taxes arising from compensation unless otherwise required by applicable law.

CONFIDENTIALITY

The Manager shall hold in strict confidence all Confidential Information received from the Company, shall not use such information except to perform obligations hereunder, and shall not disclose such information to third parties except as expressly authorized in writing. "Confidential Information" includes non-public financial, strategic, operational, personnel and technical information. This obligation shall survive termination of this Agreement for years, provided that trade secrets and other information legally entitled to longer protection shall remain protected for as long as permitted by law.

CONFLICT OF INTEREST; FIDUCIARY DUTY

The Manager shall disclose promptly any actual or potential conflict of interest that could materially affect the performance of duties hereunder. Manager acknowledges fiduciary duties owed to the Company and agrees to recuse from decisions where a material conflict cannot be resolved in favor of the Company's best interests.

INDEMNIFICATION

The Company shall indemnify and hold harmless the Manager to the fullest extent permitted by applicable law against claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of acts or omissions performed in good faith in connection with the duties hereunder. Indemnification shall not apply to liabilities resulting from the Manager's gross negligence, willful misconduct or criminal acts.

INDEPENDENT CONTRACTOR STATUS

Manager status Manager is engaged as an independent contractor, not as an employee

GOVERNING LAW; DISPUTE RESOLUTION

Governing law

Any dispute arising under or relating to this Agreement shall be resolved through binding arbitration conducted in the county where the Company has its principal place of business, under the commercial arbitration rules of the chosen forum. The arbitrator shall apply the substantive law of the chosen governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

Company notice address Manager notice address

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon receipt.

SEVERABILITY; WAIVER

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Company:

By:

Date:

Manager:

By:

Date:

What the Board of Directors Managers Agreement Is

A Board of Directors Managers Agreement is a formal written contract that defines the roles, responsibilities, decision-making authority, indemnification, and compensation terms between a corporate board (directors) and managers or executive officers. It typically clarifies voting protocols, quorum and meeting procedures, delegation of duties, confidentiality and IP ownership, conflict-of-interest rules, and termination or removal processes. The agreement supplements corporate bylaws and resolutions and serves as an enforceable record of governance expectations and fiduciary duties among parties.

Why a Clear Agreement Matters for Governance

A written Board of Directors Managers Agreement reduces ambiguity around authority, documents delegation of powers, and provides a contractually enforceable framework for dispute resolution and fiduciary accountability under corporate and contract law.

Which parties typically prepare and sign this agreement

Use this agreement alongside corporate minutes and bylaws to ensure consistent governance records and clear authority lines.

Board chairs and corporate secretaries preparing governance documentation.
CEOs, CFOs, and other named managers who will receive delegated authority.
General counsel or outside counsel advising on fiduciary and compliance terms.

Who Can Sign and Represent Parties

Board Chair

The Board Chair commonly signs on behalf of the board when the agreement formalizes board-level policies. If bylaws delegate signature authority to another officer, that officer may sign instead; verify corporate resolution authority before execution.

Authorized Manager

Managers or officers named in the agreement sign to accept delegated duties and any indemnities or compensation terms. Corporate signatories should match names and titles recorded in corporate filings to avoid ambiguity.

Core Clauses to Include in the Agreement

A professional Board of Directors Managers Agreement should cover governance, authority, liability, confidentiality, compensation, and termination to limit disputes and align expectations.

Scope of Authority

Specify which decisions managers may make without board approval and which matters require board consent, including financial thresholds and contract sign-off limits.

Fiduciary Duties

Affirm duties of care and loyalty, describe conflict-of-interest disclosure procedures, and set remediation steps for breaches of fiduciary obligations.

Indemnification

Define indemnity and advancement provisions for managers and directors, including scope, limits, and conditions for legal defense funding.

Confidentiality & IP

Include non-disclosure terms, ownership of work product, assignment of IP created by managers, and return or destruction obligations upon termination.

Compensation & Expenses

State salary, stipend, equity grants, expense reimbursement rules, and timing of payments or vesting conditions.

Termination & Removal

Establish grounds and procedures for removal, notice requirements, severance (if any), and post-termination covenants such as non-solicit or non-compete (where enforceable).

Required Information to Include

Parties: Full legal entity names

Effective Date: MM/DD/YYYY

Term: Duration or evergreen terms

Authority Limits: Monetary thresholds

Signatory Titles: Official roles (Chair, CEO)

Notices: Mailing address and email

Step-by-step: How to complete the Agreement

Follow these steps to prepare and finalize the Board of Directors Managers Agreement for execution.

01

Draft core terms: Define scope, duties, compensation, and termination provisions.
02

Confirm authority: Check bylaws/corporate resolutions to confirm who may sign.
03

Add administrative data: Insert effective date, notice addresses, and governing law.
04

Execute and record: Sign, notarize if required, and attach to corporate minutes.

How to configure an online signing workflow

Set up the electronic workflow to match the agreement's signature order and authentication needs.

Field	Configuration
Signing Order	Sequential or parallel, set by role
Authentication	Email plus optional SMS or ID check
Reminders	Automated scheduling and escalation
Audit Trail	Enable full timestamp and IP logging

Technical considerations for e-signatures and sharing

Ensure exportable signed copies and a tamper-evident audit trail are retained for corporate records and compliance review.

File formats: PDF, DOCX compatibility
Integrations: CRM/Drive integrations available
Authentication: Email, SMS, or advanced ID proofing

Where to send and file the agreement after signing

After execution, deliver copies to corporate records, legal counsel, and relevant departments according to governance rules.

Corporate Secretary: Place a fully signed PDF in the minutes and corporate records repository.
Legal Counsel: Provide a copy for legal review and compliance tracking.
Finance: File compensation and expense schedules with payroll/accounts payable.
Board Portal: Upload to the secure board portal for future reference.

Key timing and filing expectations

Track execution dates, notice periods, and any external filing deadlines that affect enforceability or reporting.

Execution Date:

Document effective date (MM/DD/YYYY) determines when obligations start.

Notice Periods:

Specify number of days for cure or termination notices.

Board Approval:

Record board resolution date in minutes upon agreement adoption.

Record Retention:

Retain executed copy per corporate retention policy (see retention section).

Tax Reporting:

Reportable compensation must meet IRS reporting deadlines when applicable.

Typical milestones from draft to corporate record

A sequential milestone view helps track approvals, signatures, and recordkeeping steps for the agreement.

01

Draft and Review

Legal drafts agreement and circulates for comment.

02

Board Resolution

Board votes to authorize the agreement and delegates signing authority.

03

Execution

Authorized parties sign and date the agreement.

04

Recordation

Signed agreement and minutes are filed in corporate records.

Common mistakes to avoid

Using informal job titles instead of official corporate roles creates enforceability gaps.
Failing to confirm signatory authority against corporate resolutions or bylaws.
Using vague monetary or approval thresholds (e.g., 'material amount') that invite dispute.
Neglecting to attach referenced exhibits, schedules, or compensation matrices.

Risks and legal consequences of errors

Contract Unenforceability: Ambiguous signatory authority

Fiduciary Claims: Breach of duty or undisclosed conflicts

Tax Exposure: Incorrect compensation reporting

Liability Gaps: Insufficient indemnification language

Recordkeeping Violations: Missing corporate minutes or filed documents

Operational Disruption: Unclear delegation causing approval delays

eSignature vendor comparison for executing the agreement

Compare typical plan features and starting prices for common eSignature providers used to execute Board of Directors Managers Agreements.

	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 (Premium tier)	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Real-world examples of how organizations use this agreement

Below are condensed accounts of common use cases to show how the agreement functions in practice.

Private Company Governance

A small private company used a managers agreement to formalize CFO authority for vendor contracts up to $50,000

This avoided repeated board votes on routine matters
The agreement was attached to minutes and reduced approval latency while preserving board oversight for larger expenditures.

Nonprofit Board

A nonprofit adopted a managers agreement to document executive director expense authority and reporting

It included conflict-of-interest disclosures
The document improved transparency for grant audits and clarified reimbursement procedures for staff.

Practical tips for accurate and efficient completion

Follow these practices to reduce revisions and legal risk when implementing the agreement.

Match Corporate Records

Use names and titles exactly as they appear in formation documents and board resolutions to prevent enforceability questions.

Be Specific

Quantify authority and approval thresholds; avoid undefined language like 'material' or 'reasonable' without objective metrics.

Record Board Action

Adopt a board resolution authorizing the agreement, and attach executed copies to minutes for the corporate record.

Preserve Audit Trails

When using eSignatures, enable tamper-evident signed PDFs and detailed audit logs for future verification.

Frequently asked questions and troubleshooting

Answers to common questions about completing, signing, and retaining the Board of Directors Managers Agreement.

Need help? Contact support

Who must sign this agreement?
Authorized corporate officers and the named managers should sign. Confirm signatory authority via bylaws or a board resolution to avoid later disputes over execution validity.
Is notarization required?
Notarization is not universally required for governance agreements, but some states or institutional policies may require it for certain instruments; consult state rules and corporate policy.
Can the agreement be signed electronically?
Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Do I need witness signatures?
Witness requirements differ by state and document type. For standard manager agreements witnesses are uncommon, but real estate or POA elements may trigger witness rules in specific states.
How should I store the executed document?
Maintain a tamper-evident signed PDF and the audit trail in your corporate records repository for the retention period appropriate to tax and regulatory needs.
What if a signatory's name is incorrect?
A name mismatch can cause enforceability and tax-reporting issues. Correct by executing an amendment or corrective signature page referencing the original agreement and effective dates.

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