The Wisconsin Board Member Agreement is a legal document that outlines the roles, responsibilities, and obligations of individuals serving on the board of directors for a Wisconsin-based organization. It serves as a formal contract that governs the relationship between the organization and its board members, ensuring transparency, accountability, and adherence to legal requirements. Key Terms: 1. Wisconsin: Refers to the state in the United States where the organization is based, and where the board member agreement must adhere to state laws and regulations. 2. Board Member: An individual who has been appointed or elected to serve on the board of directors of the organization. 3. Agreement: The formal contract that outlines the terms and conditions of board membership and governs the relationship between the organization and its board members. Contents of a Wisconsin Board Member Agreement: 1. Purpose: Clearly states the purpose of the organization and the role of the board in achieving organizational goals. 2. Board Member Responsibilities: Outlines the specific responsibilities and duties of board members, including attending meetings, participating in decision-making, and fulfilling fiduciary duties. 3. Term of Service: Specifies the length of the board member's term, whether it is for a fixed period or until resignation or removal from the board. 4. Board Meetings: Establishes guidelines for the frequency, timing, and location of board meetings and outlines procedures for agenda setting, voting, and quorum requirements. 5. Confidentiality: Includes provisions regarding the confidentiality of sensitive information discussed or accessed during board meetings or in relation to the organization's affairs. 6. Conflict of Interest: Sets forth guidelines to identify, manage, and disclose conflicts of interest that may arise between a board member's personal interests and the best interests of the organization. 7. Code of Conduct: Outlines expected standards of behavior, ethics, and professionalism for board members, ensuring they act in the best interest of the organization. 8. Indemnification: Addresses indemnification clauses that protect board members from liability for actions performed in good faith within the scope of their duties. 9. Resignation and Removal: Specifies the process for resignation or removal of board members, including any notice requirements or circumstances that may lead to automatic removal. 10. Amendment and Governing Law: Explains how the agreement can be modified and which state laws govern the agreement. Types of Wisconsin Board Member Agreements: 1. Nonprofit Board Member Agreement: Pertains to organizations recognized as nonprofit entities under Wisconsin law, which operate for charitable, educational, religious, or other specified purposes. 2. For-profit Board Member Agreement: Applies to businesses or corporations incorporated in Wisconsin, where the board of directors oversees the management and strategic direction of the company. 3. Public Board Member Agreement: Refers to the board membership contract for state or local government entities or agencies operating in Wisconsin. By having a comprehensive and well-drafted Wisconsin Board Member Agreement, organizations can safeguard the proper functioning of their boards and ensure effective governance and decision-making processes.