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Employee serving on Board


Guest Mark Atkinson

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Our office secretary was nominated to serve on the board as the board secretary.

She works directly for the chairman.

The board sets the chairmans salary.

Is there any conflict of interest for her to serve?

There is an obvious conflict of interest, but there is no general prohibition. It is up to your organization to decide this.

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RONR does not forbid her from running. The By-laws of the organization, or her employment agreement, may bar her from being elected. Otherwise she is free to run, to be elected, and to accept election.

She can even vote for her own salary increase, as well as enter into debate about it and even suggest the increase to it, unless the By-laws contain a clause about what happens if there is a "conflict of interest". Although RONR does recommend her voting on the issue of her salary, RONR does prohibit it. So, I'd highly recommend a warning before voting occurs of the possible outcome of the election.

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She can even vote for her own salary increase, as well as enter into debate about it and even suggest the increase to it, unless the By-laws contain a clause about what happens if there is a "conflict of interest". Although RONR does recommend her voting on the issue of her salary, RONR does prohibit it. So, I'd highly recommend a warning before voting occurs of the possible outcome of the election.

I think you're missing a "not" or two.

From the facts presented, it looks like she'd be voting on her boss's salary. It hasn't been stated whether she'd be voting on her own salary.

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What if the Board Chairperson is the wife of the minister who is hired by the church, and as chairperson has the ability to dedicate her Board's budget to something independently of calling a board meeting first?

RONR's position is that if this is a problem, the organization should either not elect the person, or should amend their bylaws to preclude this person from being elected. Your organization should care and has the power to enforce this; RONR does not.

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