What is a Board Terms of Reference?
A Board Terms of Reference (ToR) is the document that sets out the purpose, authority, composition and working rules of an organisation’s governing board. It is the reference point that tells board members, staff, donors and regulators who is responsible for what — and how board decisions are made. For an NGO or non-profit, a clear ToR is one of the simplest, highest-leverage governance documents you can put in place.
Without it, responsibility blurs: the line between governance and management slips, decisions get re-litigated, and accountability to donors weakens. A good ToR draws that line cleanly and keeps it visible.
What this template covers
The download is a structured Word document you can adapt in minutes. It includes:
- Purpose — the board’s overall responsibility for mission, strategy and oversight;
- Authority & reserved powers — what only the board may decide, and what it may delegate;
- Composition & terms — size, appointment, tenure and office-bearers;
- Roles — Chair, Treasurer and Secretary responsibilities;
- Meetings, quorum & decision-making — frequency, voting and written resolutions;
- Conflict of interest — declaration and recusal rules;
- Committees, conduct, attendance and review.
Editable placeholder fields are highlighted so you can drop in your organisation’s details and delete any guidance you don’t need.
How to use it
Start by filling the header table — organisation name, document owner, approval reference and review date. Work through each section against your statutes or constitution, since the ToR must sit underneath them, not contradict them. Pay particular attention to reserved powers (what the board keeps versus delegates) and quorum, as these are the two areas most often left vague. Once drafted, have the board formally adopt it and set a review date — typically every one to two years.
A note on context
This template is general guidance, not legal advice. Governance requirements differ by country and by legal form, so check the final document against your local law and your own statutes before adopting it. If you’d like a version tailored to your jurisdiction or structure, you can request bespoke support.
Frequently asked questions
- Is the template really free?
- Yes. Create a free member account and download it. The account simply keeps the library open and lets us notify you when new templates are published.
- What format is the download?
- An editable Microsoft Word (.docx) file that also opens in Google Docs, LibreOffice and Pages.
- Can I change it and reuse it?
- Absolutely — that’s the point. Adapt it freely to your organisation. A small credit line is included but you’re not obliged to keep it.