Guest Jim Posted November 8, 2012 at 06:53 PM Report Share Posted November 8, 2012 at 06:53 PM We are currently going to hire our first compensated by contract individual.Our current bylaws read: "The Directors shall receive no remuneration." Can this contracted, compensated person be made an ex-officio member of the board because of his position.?"Thanks Link to comment Share on other sites More sharing options...
Chris Harrison Posted November 8, 2012 at 07:08 PM Report Share Posted November 8, 2012 at 07:08 PM Ex officio members must be provided for in the bylaws before you can have them. Since your bylaws already say that Directors can't be compensated, in order to clear up any conflicts, I would recommend any amendment to make the contractor an ex officio Board member mention that this class of ex officio Board member can be compensated Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 8, 2012 at 07:59 PM Report Share Posted November 8, 2012 at 07:59 PM I would recommend any amendment to make the contractor an ex officio Board member mention that this class of ex officio Board member can be compensatedI wonder if there isn't a better way than establishing different classes of ex-officio membership. Link to comment Share on other sites More sharing options...
Rev Ed Posted November 8, 2012 at 08:47 PM Report Share Posted November 8, 2012 at 08:47 PM Well the easiest option I can see is to simply invite the employee to Board meetings if necessary - the Board is free to do so, and it is easier than amending the By-laws. Link to comment Share on other sites More sharing options...
g40 Posted November 8, 2012 at 09:41 PM Report Share Posted November 8, 2012 at 09:41 PM It is up to your organization to interpret your bylaws, but many organizations make a clear distinction between being compensated as a Board member [not ok) and receiving other compensation (for actual work done) for duties not related to being a board member (ok). Your bylaws citation might be interpreted to apply for compensation AS A BOARD MEMBER. In any event, it might be good to clarify the wording so it is clear one way or the other. Link to comment Share on other sites More sharing options...
Rev Ed Posted November 10, 2012 at 09:11 PM Report Share Posted November 10, 2012 at 09:11 PM It is up to your organization to interpret your bylaws, but many organizations make a clear distinction between being compensated as a Board member [not ok) and receiving other compensation (for actual work done) for duties not related to being a board member (ok). Your bylaws citation might be interpreted to apply for compensation AS A BOARD MEMBER. In any event, it might be good to clarify the wording so it is clear one way or the other.I still contend that it is simpler to simply not have an employee not be a member of the Board, especially with the By-laws of the organization - as it makes clear to understand. The employee can always be invited to Board meetings if necessary. Link to comment Share on other sites More sharing options...
jstackpo Posted November 10, 2012 at 09:45 PM Report Share Posted November 10, 2012 at 09:45 PM And if he knows what's good for him, he'll show up at those invited-to board meetings. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 10, 2012 at 10:06 PM Report Share Posted November 10, 2012 at 10:06 PM I still contend that it is simpler to simply not have an employee not be a member of the Board . . .And with one fewer "not" it would simply be even simpler. Link to comment Share on other sites More sharing options...
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