Jeff has pointed out that we inadvertently authorized last month a payment that conflicts with our Bylaws. The action was authorizing The Exec Dir to pay a total $4k to members of the platform committee as she saw fit, compensation for the technical work done on the conversion. The discussion was about two or three people, as I recall. So far, no problem.
However, we overlooked the implication of one of those three possibly being Robert, a Board member.
The Bylaws, Article XIX., Section 5.
Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from 90 Minds for services is precluded from voting on matters pertaining to that member's compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from 90 Minds for services is precluded from voting on matters pertaining to that member's compensation.
So, we should have taken that vote with Robert abstaining. From the minutes Jim posted:
"Approve compensation for Platform committee members of $4000 for the assistance in the data migration to Higher logic, distribution amount will be determined by Moira, Motion made by Jim Woodhead and seconded, Unanimously approved."
I propose that we approve this same motion by voting here, but just the 4 BOD members without Robert.
OK?
I vote Yes.
------------------------------
Jerry Norman
CEO, SmartBridge Partners
Smartbridge Partners
Austin TX
5124191444x112
------------------------------