mjr2inquire Posted February 20, 2012 at 10:15 AM Report Share Posted February 20, 2012 at 10:15 AM I am a Board member of a nonprofit who will stand to benefit for mileage reimbursement under a new policy to be considered for approval at a Board meeting, as there is no existing policy or section of the bylaws regarding this at present. Several months ago the President asked for volunteers to be on the committee to draw up the policy and I thought I had been acknowledged to be a member. Now I find that he and another Director have drawn up a proposed policy and regard it as a "fait accompli", ready for Board consideration. When I took a look at their paper which was to be discussed at a recent Board meeting, some items did not seem right to me so I asked that the discussion be tabled till a future meeting, which was done. Then I consulted our accountant regarding a statement on this paper that the IRS had a rule about a particular point; she replied that the IRS had no such rule.I have since discussed with the President this and several other points that I feel this policy should include which will make it thorough, fair, legal, and better able to stand the test of time. I have told him I would say the same things and take the same interest even if I were not benefitting.The President says the other Director's son, who is a lawyer, has told her that "he recommended, for legal purposes, that those who are on the receiving end do not set the policy." I do not see that the committee who draws up the proposed policy is "setting" the policy -- only the Board can do that.As a Director, I am chagrined that there is such fear of conflict of interest that a proposal is made which has illegal flaws of its own, and the input of this colleague who is obviously more thorough than the "committee" is will not be considered -- at least not until I bring up my concerns at the Board meeting.Where does relevant input end and conflict of interest begin?Your thoughts will be greatly appreciated.Marjorie R Link to comment Share on other sites More sharing options...
Trina Posted February 20, 2012 at 12:44 PM Report Share Posted February 20, 2012 at 12:44 PM It sounds as if all the recent activity you describe -- circulating the proposal, your suggestions, the President's response regarding the advice of a lawyer who is not even a member of the organization, input from the accountant -- all of this stuff is taking place outside of a meeting. RONR has little to say about activities outside of the meeting context.As you say, the committee does not make policy, it makes a proposal which the Board can then act on. You should certainly bring up your concerns at the meeting. Also, especially since the proposal is apparently being circulated before the meeting, there is no reason you can't speak to some of the other Board members ahead of time about your concerns. Whether that's politically wise is a decision you have to make (again, RONR won't help).Another thing you could do is to prepare your own version of the policy, so you are ready to present that at the meeting -- giving people a concrete alternative to consider can be helpful. After all, whatever the President (or the informal (?) committee) proposes would be subject to amendment when the Board considers it, right? So, have a different version ready, with the kinks worked out.As far as the suggestion that someone who stands to benefit from a policy shouldn't serve on the committee developing the policy, RONR says no such thing. In general, RONR has little to say about conflict of interest, other than the following:'No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization.' (RONR 11th ed. p. 407 ll. 22-25). However, even in that case, such a member cannot be compelled to refrain from voting. Link to comment Share on other sites More sharing options...
Rev Ed Posted February 20, 2012 at 04:32 PM Report Share Posted February 20, 2012 at 04:32 PM Also, you are not likely to be the only member who can benefit from this policy, so you do not have an interst uncommon to other members. However, you may wish to refrain from voting, but RONR does not require this. Perhaps you should consider checking the organization's own By-laws to make sure there are no rules regarding having a conflict of interest just to be safe. However, as this policy could be applied to other members (including the entire Board depending on the situation) it would be a stretch to call this issue a conflict of interest. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 21, 2012 at 12:12 AM Report Share Posted February 21, 2012 at 12:12 AM The President says the other Director's son, who is a lawyer, has told her that "he recommended, for legal purposes, that those who are on the receiving end do not set the policy." I do not see that the committee who draws up the proposed policy is "setting" the policy -- only the Board can do that.As a Director, I am chagrined that there is such fear of conflict of interest that a proposal is made which has illegal flaws of its own, and the input of this colleague who is obviously more thorough than the "committee" is will not be considered -- at least not until I bring up my concerns at the Board meeting.Where does relevant input end and conflict of interest begin?This is really more of a legal issue than a parliamentary one. As Trina and Rev Ed have noted, nothing in RONR suggests that you should refrain from giving input, just that you should refrain from voting (maybe - it depends how many other members benefit from this policy). Since the advice was from a lawyer and presumably related to applicable law, however, I think you'll need to talk to a lawyer to learn more. Link to comment Share on other sites More sharing options...
mjr2inquire Posted February 21, 2012 at 05:44 AM Author Report Share Posted February 21, 2012 at 05:44 AM Thank you Trina, Rev. Ed, and Josh for your helpful comments.Josh,unfortunately, the lawyer son was the person who said the IRS has a law about requiring proof of financial hardship (such as bank statements, etc.), which our accountant has refuted -- in addition to at least being interpreted by his mother as saying that anyone who is to benefit from the policy may not serve on the committee developing the policy -- and you all say RONR definitely does NOT prohibit that but addresses only the voting aspect. So ... I don't have a lot of confidence in this lawyer's opinions. His mother has always been against paying anyone anything as she wants to keep the organization all-volunteer, so maybe she is interpreting what she thinks he is saying for her own purposes -- as the President and I have not spoken directly with this lawyer but hear his views only secondhand from his mother. I'll try to find another lawyer. Link to comment Share on other sites More sharing options...
Trina Posted February 21, 2012 at 01:31 PM Report Share Posted February 21, 2012 at 01:31 PM ...His mother has always been against paying anyone anything as she wants to keep the organization all-volunteer...My comment on this is not related to RONR... however, reimbursing someone for expenses incurred while carrying out volunteer tasks is not the same as paying that person. Would the board member in question expect the organization's volunteer newsletter editor, for example, to privately carry the costs of printing and mailing the newsletter to the membership? No reimbursement for paper, printing costs, envelopes, stamps, etc.?(I don't know whether your group has a newsletter, of course -- it's just an example). Link to comment Share on other sites More sharing options...
mjr2inquire Posted February 21, 2012 at 08:08 PM Author Report Share Posted February 21, 2012 at 08:08 PM Yes, Trina, you are correct. Thankfully, our accountant has told us of this distinction, that mileage reimbursement is an expense reimbursement, not "paying" that person. But this is apparently the first time the organization has considered doing even this, and the board member's resistance is very high and longstanding. I should have been more clear when I used the word "pay". Thank you for giving me an additional person's agreement re: there is a difference ! Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 21, 2012 at 08:17 PM Report Share Posted February 21, 2012 at 08:17 PM Yes, Trina, you are correct. Thankfully, our accountant has told us of this distinction, that mileage reimbursement is an expense reimbursement, not "paying" that person. But this is apparently the first time the organization has considered doing even this, and the board member's resistance is very high and longstanding. I should have been more clear when I used the word "pay". Thank you for giving me an additional person's agreement re: there is a difference !This is all very interesting to someone, I'm sure, and so is a discussion about the best time of the year to raise cauliflower.Any chance of sticking to questions and answers about proper parliamentary procedure under Robert's Rules of Order? Link to comment Share on other sites More sharing options...
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