My new startup is going well: traction, revenue, etc. I want to add some people to the board of directors to qualify for a grant. They've agreed informally and I shared the By Laws.<p>I use Clerky and there's a process to add a member to the board, but it's just a board resolution with the existing members (just myself currently). The new board member doesn't have to sign anything as part of that process which I found surprising. I emailed Clerky and they didn't offer any specific guidance.<p>Is it common for a new board member to sign some contract when agreeing to become a board member?<p>I have high trust for these new members, so that's not an issue, but it just seems a bit odd to me for it to be so informal that they don't have to sign anything.<p>If an agreement is common, are there any templates out there? If not, any services you might suggest for a bare bones agreement? And do they sign the agreement before the board resolution accepting them, or after?<p>Edited to add: Delaware C Corporation (Public Benefit Corp)
Hey, I'm one of the co-founders of Clerky :) Under Delaware law, directors are subject to fiduciary duties. E.g. duty of loyalty and duty of care. You can read more here: <a href="https://corpgov.law.harvard.edu/2020/03/10/directors-fiduciary-duties-back-to-delaware-law-basics/" rel="nofollow noreferrer">https://corpgov.law.harvard.edu/2020/03/10/directors-fiducia...</a> In part because of this, it's not standard for directors to enter into agreements for their service on the board.<p>But if your situation requires something beyond those fiduciary duties — e.g. if you want them to be obligated to spend a certain amount of time on the company, want to memorialize compensation terms, etc., then an agreement could make sense. If you need a referral to an attorney to help with that, feel free to reach out to our support team!
IANAL...but you might want to talk to a lawyer who is familiar with such things in your local jurisdiction about this.<p>Gut feel: If they're getting on your Board without needing to sign anything...that sounds like a "favor to a friend" relationship. Vs. any sort of serious, professional commitment.
Even in absence of a legally binding contract signing an agreement to terms would be useful for all board members.<p>If the problem is that no such terms exist, well that's step 1.