Template · Governance

Board member commitment letter

A one-page letter setting out what you expect of each director: meetings, committees, giving, conflicts of interest, confidentiality and term.

The Word file opens in Microsoft Word, Google Docs, Pages and LibreOffice. Reviewed October 21, 2026.

Boards work better, and recruiting is easier, when people know what they're saying yes to. The New York Attorney General's Charities Bureau says a nonprofit "should have written job descriptions for its directors, officers, employees, volunteers and consultants," because the work "will be more easily accomplished and problems will be avoided if all involved understand what is expected of them and the limits of their authority." This letter is that job description for a director, written as a short agreement both sides sign.

Use it when you recruit someone (send it before they agree to join), at the start of each new term, and as the basis for your yearly board self-assessment. Our guide to recruiting board members explains how to find and approach candidates.

What to put in it

The Attorney General's guide for directors, Right from the Start, describes the duties every director has, and they shape this letter:

  • Duty of care: "Attend board and committee meetings and actively participate in discussions and decision-making," and "carefully read the material prepared for board and committee meetings prior to the meetings."
  • Duty of loyalty: any conflict of interest, "real or possible," should "be disclosed in advance of joining a board and when they arise."
  • Duty of obedience: making sure the organization follows the law, its mission and its own governing documents and policies.

Our guide to board duties explains these in more detail.

The IRS asks about conflicts of interest too. Part VI of Form 990 asks whether the organization had a written conflict of interest policy (line 12a), whether officers, directors, trustees and key employees were "required to disclose annually interests that could give rise to conflicts" (line 12b), and whether the organization regularly and consistently monitored and enforced compliance (line 12c). Asking each director to sign the yearly disclosure in your conflict of interest policy answers those questions.

How to adapt it

  • Match your bylaws. Term length, term limits, how many meetings a director may miss, and how a director is removed are set by your bylaws and your state's nonprofit law, which varies by state. The letter should repeat your bylaws, never contradict them. See our bylaws template.
  • Be honest about giving. If you expect every director to give, say so, and say whether you have a set amount or ask for "a personally meaningful gift." Asking every director to give at a level that's meaningful to them means no one is left out because of income. If you expect directors to help raise money, say what that means in practice: introductions, thank-you calls, hosting a table.
  • Be realistic about time. Estimate the hours a month, including committee work and reading.
  • This isn't a contract of employment. Many directors of small charities are unpaid volunteers. If you pay any director, see our guide to paying people fairly and record the board's approval.
  • Keep it friendly. It's a welcome as much as a list of rules. Pair it with your board orientation checklist.

Preview

Board member commitment letter

[ORGANIZATION NAME]

Dear [NAME],

Thank you for agreeing to serve on the board of [ORGANIZATION NAME]. Our mission is [MISSION IN ONE SENTENCE]. As a director, you share legal responsibility for the organization and help guide it. This letter sets out what we ask of every director and what you can expect from us, so we start with the same understanding.

Your term

  • Term: [NUMBER] years, from [START DATE] to [END DATE], as set by our bylaws
  • You may serve up to [NUMBER] consecutive terms. [OR: Our bylaws don't limit the number of terms.]
  • Officer or committee roles: [ROLE, IF ANY]

Meetings and preparation

  • The board meets [NUMBER] times a year, usually on [DAY AND TIME], at [PLACE OR "ONLINE"].
  • Please attend every meeting you can, and let the chair know in advance if you can't. Our bylaws say [WHAT THEY SAY ABOUT MISSED MEETINGS, IF ANYTHING].
  • Please read the board packet before each meeting and come with questions.
  • We expect about [NUMBER] hours a month in total, including committee work.

Committees and other work

  • Please serve on at least [NUMBER] committee(s). Our committees are: [LIST, FOR EXAMPLE FINANCE, FUNDRAISING, GOVERNANCE].
  • Please attend [EVENTS, FOR EXAMPLE THE ANNUAL MEETING AND ONE FUNDRAISING EVENT] each year.
  • Act as an ambassador: speak about our work in your networks, and refer questions from the press to [NAME OR ROLE].

Giving and fundraising

  • We ask every director to make a personal gift each year that is meaningful to them. [OR: We ask each director to give or raise at least $[AMOUNT] a year.]
  • We ask every director to help with fundraising in ways that suit them, such as [EXAMPLES: INTRODUCING POTENTIAL DONORS, THANK-YOU CALLS, HOSTING A GATHERING].

Conflicts of interest

  • You agree to follow our conflict of interest policy.
  • You will sign a disclosure statement when you join and every year after, and tell the chair straight away if anything changes.
  • You won't take part in a board decision in which you, your family or a business you're involved with has an interest.

Confidentiality

You'll learn private information about the people we serve, our donors, staff and finances. Please keep it confidential, both during and after your service, unless the law requires otherwise or the board agrees to share it.

Acting for the organization

Decisions are made by the board as a whole. Individual directors don't speak for, sign for or commit the organization unless the board or our bylaws allow it.

What you can expect from us

  • an orientation, including our bylaws, policies, budget, latest financial statements and recent minutes
  • board packets at least [NUMBER] days before each meeting
  • regular, clear financial reports
  • [IF YOU HAVE IT: directors and officers liability insurance, with a copy of the policy summary]
  • honest answers to your questions, and access to staff and records you need to do your job
  • an annual conversation about how your service is going

Stepping down

If your circumstances change and you can't meet these commitments, please talk to the chair. You may resign at any time by writing to [CHAIR OR SECRETARY], as our bylaws describe.

Signatures

I have read this letter, our bylaws and our conflict of interest policy, and I agree to serve on these terms.

Director: [NAME]

Signature: [SIGNATURE]

Date: [DATE]

For the board: [NAME], [CHAIR OR SECRETARY]

Signature: [SIGNATURE]

Date: [DATE]

General information. Not legal, tax or financial advice. Rules change and every situation is different, so check the official sources and talk to a qualified professional before you act. More about this.

Keep going

Sources

Checked on October 21, 2026. Rules and fees change, so follow the links for the current version.

  1. New York Attorney General, Charities Bureau: Internal Controls and Financial Accountability for Not-for-Profit Boards (Guidance Document 2015-3, April 13, 2015)
  2. New York Attorney General, Charities Bureau: Right from the Start, Responsibilities of Directors of Not-for-Profit Corporations (Guidance Document 2015-6, May 15, 2015)
  3. IRS: Form 990 (2025), Part VI, lines 12a to 12c (conflict of interest policy)

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