The remote attendance, if correctly quoted in full context, was specifically about board meeting attendance not appearances at the space. That is a different issue. The statue does not address contacts with âconstituentsâ (members in DMSâs case). In fact in many corporationâs directors do not have direct contact with âconstituentsâ, especially so if they are outside directors.
It is much more common for directors of non-profits to be active in their organizations as employees, volunteers, members, congregants , etc, especially smaller organizations like DMS, that directors have routine contact with their âconstituentsâ. Because directors at DMS are elected by members this tie in is much stronger.â
Some related director issues:
It should be noted that DMS cannot not have outside directors due to our by-laws requirement that all directors be in a member in good standing.
An interesting point that came up when we asked the legal counsel at PureTax about directors taking honorariums. The answer was it could be deemed enurement, not because of the amounts, but because the BoD sets the rules for how much is paid, and ultimately what qualifies, who is involved in approval/rejection. However, DMS directors can teach classes eligible for an honorarium so as long as all of the honorarium is paid to committees as there would be no personal enurement. DMS Directors canât abdicate responsibilities of being a director so they canât say âI wonât have anything to do honorariums.â Using this logic, directors while serving would not be eligible for Fellowships.
While it is possible for directors to receive an honorarium or other payments, not counting reimbursements, PureTax pointed out this would trigger some IRS provisions that would require DMS to have outside directors on the BoD - which is something DMS canât do unless the by-laws are changed to have Outside Directors and specifically no requirement they be a member. So the prohibition Honorariums must remain in place until a by-laws change.
However, we can change the rule so that honorariums can be received as soon as a director ceases to be director. Currently there is a ban for one year following the end of serving as director.
Once elected, a director can only be removed if they miss 3 consecutive BoD meetings, electronically attended counts as attending. The other way is through recall by the members. We donât have an impeachment process, just a recall. But there is no requirement for âtime at the spaceâ. Not sure how that would work anyway. Number visits/month, hours/month, or some combination.
Since this conversation is really about Luke, let me say Luke is still very active and informed about DMS and does work behind the scenes. So, does time he spends on DMS business or working on DMS items, in the case of Luke working remotely on software issues not count for anything? For example, I could be there everyday, but not be able to anything regarding IT issues, But someone else could working remotely. Does that not count for anything?
In an ideal world director would be present often as well as at BoD meetings. But it has been less than month since Luke has physically been present at DMS. What is the maximum amount time you believe someone can be absent before you deem them to be subject to disqualification? Gets complicated.
