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policies:bylaws [2016/01/07 17:51]
Geoff Nicholson [Section 3. Distribution of Assets]
policies:bylaws [2016/01/07 17:53]
Geoff Nicholson [Section 5. Compensation Approval Policies]
Line 245: Line 245:
 When approving compensation for directors, officers and employees, contractors,​ and any other compensation contract or arrangement,​ in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: When approving compensation for directors, officers and employees, contractors,​ and any other compensation contract or arrangement,​ in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
  
-    - a.    ​the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation,​ +    -the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation,​ 
-    - b.    ​all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii),​ which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):​ +    -all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6©(iii),​ which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):​ 
-      - 1.    ​is not the person who is the subject of the compensation arrangement,​ or a family member of such person; +      -is not the person who is the subject of the compensation arrangement,​ or a family member of such person; 
-      - 2.    ​is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement +      -is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement 
-      - 3.    ​does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement +      -does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement 
-      - 4.    ​has no material financial interest affected by the compensation arrangement;​ and +      -has no material financial interest affected by the compensation arrangement;​ and 
-      - 5.    ​does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement,​ who in turn has approved or will approve a transaction providing benefits to the board or committee member. +      -does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement,​ who in turn has approved or will approve a transaction providing benefits to the board or committee member. 
-    - c.    ​the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:​ +    -the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:​ 
-      - 1.    ​compensation levels paid by similarly situated organizations,​ both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources +      - compensation levels paid by similarly situated organizations,​ both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources 
-      - 2.    ​the availability of similar services in the geographic area of this organization +      - the availability of similar services in the geographic area of this organization 
-      - 3.    ​current compensation surveys compiled by independent firms +      - current compensation surveys compiled by independent firms 
-      - 4.    ​actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. +      - actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. 
-    - d.    ​the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: +    - the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 
-      - 1.    ​the terms of the compensation arrangement and the date it was approved +      - the terms of the compensation arrangement and the date it was approved 
-      - 2.    ​the members of the board or compensation committee who were present during debate on the transaction,​ those who consensed on it, and the details of the consensus decision +      - the members of the board or compensation committee who were present during debate on the transaction,​ those who consensed on it, and the details of the consensus decision 
-      - 3.    ​the comparability data obtained and relied upon and how the data was obtained +      - the comparability data obtained and relied upon and how the data was obtained 
-      - 4.    ​If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. +      - If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination. 
-      - 5.     If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. +      - If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting. 
-      - 6.    ​any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement,​ and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). +      - any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement,​ and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and the consensus decision to approve the arrangement). 
-      - 7.    ​The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. +      - The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
 ==== Section 6. Annual Statements ==== ==== Section 6. Annual Statements ====
  
policies/bylaws.txt · Last modified: 2016/01/07 17:53 by Geoff Nicholson