Skip to content

Template

Board Policy Library

Model policies every board should have in writing — each one an editable Word document ready to adapt and adopt. Choose corporate or nonprofit to see the version that fits your board.

Organization type

Swaps the policy list, wording, and downloads to fit your board.

How to use these policies

  • Treat each policy as a starting point: adapt it to your bylaws, state law, and how your board actually works.
  • Adopt each policy by board resolution and record the adoption in the minutes.
  • Review every policy at least annually and note the review date on the document.
  • Collect any required annual disclosure forms, such as conflict of interest statements, and keep them on file.

Before you adopt any policy

Legal counsel review is required
Every policy here should be reviewed, adapted, and approved by qualified legal counsel licensed in your state or jurisdiction before your board adopts it.
Educational model language only
These are general model policies provided for educational purposes. They are not legal, tax, accounting, or compliance advice, and they do not create an attorney-client or advisory relationship.
Tailor to your governing documents and law
Each policy must align with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, and any regulatory requirements that apply to your organization.
A policy takes effect only when formally adopted
A policy is not in force until the board discusses it, approves it by vote or resolution, and the adoption and effective date are recorded in the minutes.
Policies only work when they are practiced
Set an annual schedule to review each policy, confirm it still reflects how the board operates, and document the review date on the document itself.

Conflict of Interest Policy

Protects the board's independent judgment by requiring disclosure, recusal, and documentation of conflicts.

  • Definition of a conflict of interest
  • Duty to disclose
  • Recusal from discussion and vote
  • Recording in the minutes
  • Annual disclosure statement
Download Word

Whistleblower Policy

Gives staff, directors, and volunteers a safe way to report concerns and protects them from retaliation.

  • What can be reported
  • How to report, including a route around management
  • Confidentiality
  • No retaliation
  • Investigation and board reporting
Download Word

Director Fiduciary Duties and Standards of Conduct

Puts the legal duties of directors and the board's expectations of conduct in writing.

  • Duty of care
  • Duty of loyalty
  • Duty of oversight
  • Standards of conduct
  • Director acknowledgment
Download Word

Confidentiality Policy

Protects board deliberations and sensitive information so directors can speak candidly.

  • What is confidential
  • Use and disclosure limits
  • Handling board materials
  • Obligations after board service
Download Word

Code of Ethics and Conduct

Sets the tone at the top: the standards of integrity the board holds itself and the organization to.

  • Integrity and honesty
  • Compliance with law
  • Fair dealing
  • Gifts and favors
  • Reporting concerns
Download Word

Board Evaluation Policy

Commits the board to regularly assessing its own performance and acting on what it learns.

  • Annual board self-assessment
  • Optional individual director review
  • Who leads the process
  • Action plan and follow-up
Download Word

Executive Compensation Review Policy

Sets how the board reviews and approves the Chief Executive Officer's compensation, with independence and documentation.

  • Who approves compensation
  • Independent directors only
  • Comparability data
  • Documentation
Download Word

Related-Party Transactions Policy

Requires independent review and approval of transactions with directors, officers, major shareholders, and their affiliates.

  • Who is a related party
  • Advance review and approval
  • Fairness standard
  • Disclosure and records
Download Word

Insider Trading and Information Handling Policy

Guards against misuse of material nonpublic information — relevant for companies with outside investors or plans to raise capital.

  • Material nonpublic information
  • Trading restrictions
  • Tipping prohibited
  • Pre-clearance and blackout periods
Download Word

These model policies are provided for educational purposes only and do not constitute legal, tax, accounting, or compliance advice, nor do they create an attorney-client or advisory relationship. Adapt them to your organization's articles, bylaws, governing documents, and applicable law, and have qualified legal counsel review every policy before your board adopts it.

Want help putting the right policies in place?

Policies only matter if the board lives by them. If your board could use a confidential conversation about governance practices, I'd be glad to talk.

Request a consultation