conflict of interest

[Greg]

Our Executive Board consist of 15 Officers. Our bylaws state that the Executive Board sets the pay for all Officers. Meaning the Executive Board writes their own paychecks. Now, we all know bylaws are king and RONR is silent, but when members repeatedly ask me how it is we can get away with this, I end up getting the skunk eye. Questions for you parliamentarians out there:

1) Does this fit the definition of "conflict of interest"?

2) Does this fit the definition of a "perception of a conflict of interest"?

3) Other than you wanting to get in on this gig, do you see any downside to this bylaw?

4) Is this sort of thing considered unusual or odd as compared to other organizations or assembles out there?

[hmtcastle]

1) Does this fit the definition of "conflict of interest"?

2) Does this fit the definition of a "perception of a conflict of interest"?

3) Other than you wanting to get in on this gig, do you see any downside to this bylaw?

4) Is this sort of thing considered unusual or odd as compared to other organizations or assembles out there?

Although the term "conflict of interest" does not appear in RONR, a member should abstain from voting on his own salary (though he can not be compelled to do so).

Whether your rule is unusual or odd is immaterial. If you don't like it, change it.

[Rob Elsman]

Our Executive Board consist of 15 Officers. Our bylaws state that the Executive Board sets the pay for all Officers. Meaning the Executive Board writes their own paychecks. Now, we all know bylaws are king and RONR is silent, but when members repeatedly ask me how it is we can get away with this, I end up getting the skunk eye. Questions for you parliamentarians out there:

1) Does this fit the definition of "conflict of interest"?

2) Does this fit the definition of a "perception of a conflict of interest"?

3) Other than you wanting to get in on this gig, do you see any downside to this bylaw?

4) Is this sort of thing considered unusual or odd as compared to other organizations or assembles out there?

Many organizations with this situation either have "outside directors" who, as a compensation committee, make recommendations for the board or hire an independent compensation analyst as a contractor to make recommendations based on similar positions in similar organizations. Either way, bringing in an independent view will avoid the "skunk eye".

[Josh Martin]

Our Executive Board consist of 15 Officers. Our bylaws state that the Executive Board sets the pay for all Officers. Meaning the Executive Board writes their own paychecks. Now, we all know bylaws are king and RONR is silent, but when members repeatedly ask me how it is we can get away with this, I end up getting the skunk eye. Questions for you parliamentarians out there:

1) Does this fit the definition of "conflict of interest"?

2) Does this fit the definition of a "perception of a conflict of interest"?

3) Other than you wanting to get in on this gig, do you see any downside to this bylaw?

4) Is this sort of thing considered unusual or odd as compared to other organizations or assembles out there?

1.) RONR states that a member should not vote on a "personal or pecuniary interest not in common with other members." So it depends on how this comes about. If, for instance, each officer's pay was voted on separately, that officer should abstain from voting on his own salary. If they're voted on en masse, then the members are free to vote, as the interest is in common with the other members of the assembly.

2.) RONR doesn't care about interests which are only perceived.

3.) The obvious downside to the Bylaw is that the board may give excessive salaries to its members, to the detriment of the organization.

4.) Many organizations try to avoid this setup. Whether your organization wishes to do so and what other solution would be preferable is up to the organization.

[hmtcastle]

1.) RONR states that a member should not vote on a "personal or pecuniary interest not in common with other members." So it depends on how this comes about. If, for instance, each officer's pay was voted on separately, that officer should abstain from voting on his own salary. If they're voted on en masse, then the members are free to vote, as the interest is in common with the other members of the assembly.

I think that comes close to being a distinction without a difference.

One's salary is "a personal or pecuniary interest not in common with other members" even if one makes the same amount of money and/or all the salaries are voted on at the same time.

So the only logical solution is to vote on each salary separately while the member in question abstains.

[Kim Goldsworthy]

Our Executive Board consist of 15 Officers.

Our bylaws state that the Executive Board sets the pay for all Officers.

Meaning the Executive Board writes their own paychecks.

Oop! Hold your horses!

"Officers" are not identical with "Executive Board".

They may overlap, but one is a subset of the other (assuming the normal configuration, the normal relationship).

So it is false to assert, "The executive board sets the pay of the executive board," assuming the officers are a subset of the set of all board members.

Now, we all know bylaws are king and RONR is silent, but when members repeatedly ask me how it is we can get away with this, I end up getting the skunk eye.

But you guys all (collectively) drafted, and adopted, your own bylaws!

So you should give the (Al Capp's "Li'l Abner") Evil Eye to all those members who voted in favor of this questionable arrangement.

Look in the mirror! There is the guilty party!

We have met the enemy - and they are us!"

- Walt Kelly's Pogo the Possum.

Questions for you parliamentarians out there:

1) Does this fit the definition of "conflict of interest"?

2) Does this fit the definition of a "perception of a conflict of interest"?

3) Other than you wanting to get in on this gig, do you see any downside to this bylaw?

4) Is this sort of thing considered unusual or odd as compared to other organizations or assembles out there?

1. For officers, yes - "... percuniary interest..."; for executive board, no - no pecuniary interest for some board members, namely, the ones who are not officers.

2. Unknown. No such phrase in RONR. This would be a judgment call, a variable from case to case, person to person, org to org, bylaws to bylaws.

3. The downside is, if (a.) the set of all officers is the same, or virtually the same, (e.g., 90%?) as (b.) the set of all executive board members, then the "pecuniary interest" is too pervasive for the majority of the body responsible for the pay (raise!?) to be outside the "conflicted" subset. - E.g., in a board of 12, if 11 are officers, then you've got only one objective non-conflicted voter; whereas, ideally, the final decision ought to fall to those voters who shall not gain anything from the pay (raise!) issues.

4. Unknown. RONR does not say. And not relevant for incorporated bodies, where the board is, typically, all-powerful, with god-like authority over most everything within the organization, as states are wont to do with their own corporate code.