DIRECTOR AGREEMENT

[ORGANIZATION NAME]

This Director Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:

[ORGANIZATION NAME], a [STATE] nonprofit corporation (the "Organization")

and

[DIRECTOR NAME], an individual (the "Director")

RECITALS

WHEREAS, the Organization is a nonprofit corporation organized under the laws of the State of [STATE] and recognized as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code;

WHEREAS, the Director has been elected to serve on the Organization's Board of Directors; and

WHEREAS, the parties wish to set forth their mutual understanding of the Director's roles, responsibilities, and commitments;

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

ARTICLE 1 - APPOINTMENT AND TERM

1.1 Appointment

The Director has been elected to serve on the Board of Directors of the Organization, effective [DATE].

1.2 Term

The Director's term shall be [NUMBER] year(s), expiring at the Annual Meeting in [YEAR], or until a successor is duly elected and qualified, or until the Director's earlier death, resignation, or removal.

1.3 Eligibility for Re-election

☐ The Director is eligible for re-election for up to [NUMBER] consecutive terms.
☐ There are no term limits for Directors.

1.4 Service as Officer

☐ The Director is also serving as [OFFICER TITLE].
☐ The Director is not currently serving as an officer.

ARTICLE 2 - FIDUCIARY DUTIES

The Director acknowledges and agrees to fulfill the following fiduciary duties:

2.1 Duty of Care

The Director shall discharge the duties of a Director, including duties as a member of any committee, in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Organization.

2.2 Duty of Loyalty

The Director shall act in the best interests of the Organization rather than in the Director's own interest or the interest of another person or organization. The Director shall:

(a) Avoid conflicts of interest or the appearance of conflicts;
(b) Disclose any actual or potential conflicts of interest promptly;
(c) Recuse from discussions and votes on matters in which the Director has a conflict;
(d) Not use the Director's position for personal gain;
(e) Maintain the confidentiality of sensitive organizational information.

2.3 Duty of Obedience

The Director shall ensure that the Organization complies with applicable laws, adheres to its Articles of Incorporation and Bylaws, and remains faithful to its stated mission and charitable purposes.

ARTICLE 3 - RESPONSIBILITIES AND EXPECTATIONS

3.1 Board Meeting Attendance

The Director agrees to:

(a) Attend at least [PERCENTAGE]% of Board meetings, whether in person or by remote participation;
(b) Provide advance notice if unable to attend a meeting;
(c) Review meeting materials prior to each meeting;
(d) Participate actively and constructively in discussions.

Meeting Schedule: The Board typically meets [MONTHLY/QUARTERLY/OTHER] on [DAY/TIME].

3.2 Committee Service

The Director agrees to serve on at least [NUMBER] committee(s) as assigned by the Board Chair.

Current committee assignment(s): [COMMITTEE NAME(S)]

3.3 Financial Contribution

☐ "Give or Get" Requirement: The Director agrees to personally contribute or raise a minimum of $[AMOUNT] annually.

☐ Personal Giving: The Director agrees to make a personal financial contribution to the Organization at a level that is meaningful to the Director.

☐ No Financial Requirement: There is no mandatory financial contribution requirement.

3.4 Fundraising Participation

The Director agrees to participate in fundraising activities, which may include:

☐ Making personal asks to potential donors
☐ Hosting or attending fundraising events
☐ Thanking donors
☐ Identifying potential donors
☐ Opening doors to foundations or corporations
☐ Other: ________________________

3.5 Advocacy and Ambassadorship

The Director agrees to:

(a) Serve as an ambassador for the Organization in the community;
(b) Promote the Organization's mission and programs;
(c) Refrain from making public statements on behalf of the Organization without authorization;
(d) Support Board decisions publicly, even if the Director disagreed in Board discussions.

3.6 Compliance with Policies

The Director agrees to comply with all Organization policies, including:

☐ Conflict of Interest Policy
☐ Whistleblower Policy
☐ Document Retention Policy
☐ Code of Ethics/Conduct
☐ [OTHER POLICIES]

ARTICLE 4 - CONFLICT OF INTEREST

4.1 Policy Compliance

The Director acknowledges receipt of the Organization's Conflict of Interest Policy and agrees to comply with its terms.

4.2 Annual Disclosure

The Director agrees to complete and sign the annual Conflict of Interest Disclosure Statement.

4.3 Ongoing Disclosure

The Director agrees to promptly disclose any actual or potential conflicts of interest as they arise, including:

(a) Financial interests in entities doing business with the Organization;
(b) Family relationships with employees, vendors, or other Directors;
(c) Outside positions that may create conflicts;
(d) Any other circumstances that could affect the Director's independence.

ARTICLE 5 - CONFIDENTIALITY

5.1 Confidential Information

The Director agrees to maintain the confidentiality of all non-public information obtained in the course of service as a Director, including but not limited to:

(a) Personnel matters;
(b) Donor information and giving history;
(c) Financial information not publicly disclosed;
(d) Strategic plans and business strategies;
(e) Legal matters and attorney-client communications;
(f) Board deliberations conducted in executive session.

5.2 Duration

This confidentiality obligation shall survive the termination of the Director's service on the Board.

5.3 Required Disclosures

This provision does not prevent disclosure required by law or in response to a valid subpoena, provided the Director gives the Organization prompt notice when legally permissible.

ARTICLE 6 - COMPENSATION

6.1 Volunteer Service

The Director acknowledges that service on the Board is voluntary and uncompensated.

6.2 Expense Reimbursement

The Organization shall reimburse the Director for reasonable expenses incurred in the performance of Board duties, in accordance with the Organization's expense reimbursement policies.

6.3 No Prohibited Transactions

The Director agrees not to receive any compensation or financial benefit from the Organization, except for:

(a) Reimbursement of reasonable expenses as described above;
(b) [DESCRIBE ANY PERMITTED COMPENSATION, if applicable].

ARTICLE 7 - INDEMNIFICATION AND INSURANCE

7.1 Indemnification

The Organization shall indemnify the Director to the fullest extent permitted by the [STATE] Nonprofit Corporation Act and the Organization's Bylaws for actions taken in good faith in the Director's capacity as a Director.

7.2 Directors and Officers Insurance

☐ The Organization maintains Directors and Officers (D&O) liability insurance with coverage of $[AMOUNT].

☐ The Organization does not currently maintain D&O insurance.

7.3 Volunteer Protection Act

The Director acknowledges that the Volunteer Protection Act of 1997 (42 U.S.C. Section 14501) may provide additional protection from liability for volunteers of nonprofit organizations.

ARTICLE 8 - RESIGNATION AND REMOVAL

8.1 Resignation

The Director may resign at any time by delivering written notice to the Board Chair or Secretary. Resignation is effective upon receipt unless a later date is specified.

8.2 Removal

The Director may be removed in accordance with the Organization's Bylaws, which [DESCRIBE REMOVAL PROCEDURES].

8.3 Return of Materials

Upon termination of service, the Director shall return all Organization materials, including documents, files, keys, credit cards, and electronic devices.

ARTICLE 9 - REPRESENTATIONS

9.1 Director Representations

The Director represents and warrants that:

(a) The Director has no conflict of interest that would prevent service on the Board, except as disclosed herein;
(b) The Director has not been convicted of a felony or crime involving dishonesty;
(c) The Director has not been removed as a director of another organization for cause;
(d) The Director is willing and able to fulfill the responsibilities described in this Agreement.

ARTICLE 10 - GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any prior understandings or agreements.

10.2 Amendment

This Agreement may be amended only by written agreement signed by both parties.

10.3 Governing Law

This Agreement shall be governed by the laws of the State of [STATE].

10.4 Severability

If any provision of this Agreement is found invalid, the remaining provisions shall continue in full force and effect.

10.5 No Employment Relationship

This Agreement does not create an employment relationship. The Director serves as a volunteer.

SIGNATURES

ORGANIZATION:

[ORGANIZATION NAME]

By: _________________________________________
Name: [NAME]
Title: Board Chair (or authorized officer)
Date: ___________________________________

DIRECTOR:

_________________________________________
[DIRECTOR NAME]
Date: ___________________________________

ACKNOWLEDGMENT OF RECEIPT

By signing below, the Director acknowledges receipt of the following documents:

☐ Organization's Articles of Incorporation
☐ Organization's Bylaws
☐ Conflict of Interest Policy
☐ Whistleblower Policy
☐ Document Retention Policy
☐ Most recent audited financial statements
☐ Most recent Form 990
☐ Current strategic plan
☐ Current year budget
☐ Board roster and contact information
☐ Committee descriptions
☐ [OTHER MATERIALS]

_________________________________________
Director Signature

Date: ___________________________________

ANNUAL CONFLICT OF INTEREST DISCLOSURE

[Attach or incorporate Conflict of Interest Disclosure Statement]

[END OF DOCUMENT]