Director and Officer Dues Policy
WHEREAS, Pumping Station 1 (PS1) seeks to maximize the safety of its educational programs in furtherance of its exempt purposes;
WHEREAS, It is in the interest of PS1 to exercise active and effective oversight and management of activities conducted at PS1 facilities to ensure the safety of all participants;
WHEREAS, Because of its lack of compensated staff, PS1 greatly depends on its directors and officers (D & O) to perform oversight and organizational management functions on behalf of the organization;
WHEREAS, Many of these management functions require that PS1 D & O be regularly onsite at PS1 facilities with access to PS1 equipment, and all areas within the PS1 facility, including restricted areas;
WHEREAS, PS1 believes that utilizing the best qualified individuals to oversee and manage the organization's activities helps safeguard the organization and its members;
WHEREAS, PS1 wishes to facilitate effective management of its activities by removing financial obstacles from individuals who would be best qualified to oversee and manage the organization's activities;
THEREFORE, It is hereby resolved that it shall by the policy of PS1 to waive PS1 membership dues for individuals who are currently serving on the PS1 Board of Directors and as PS1 Officers.
There has been a long-standing debate around the requirement that Directors and Officers pay dues. Often a legal precedent that Directors and Officers lose a layer of liability protection as a result of being compensated by the organization has been cited as a reason for not providing work-in-lieu of dues memberships for D & O. But, as per the new bylaws, work-in-lieu is codified as an acceptable exchange for membership and is *not* considered compensation.
Additionally, from our attorney: "Regarding the issue of director/officer dues, I recommend ... a waiver of dues (or an expensing of cost of the nonpayment of membership dues) because of directors and officers’ responsibilities in furtherance of the organization’s tax exempt purposes. Dues should not appear in the organization’s Bylaws, but are rather a matter of organizational policy. In much the same way the organization reduces or eliminates dues for types of service, the organization could waive the full amount of dues as a necessary condition for asking the directors and officers to perform their substantial oversight responsibilities in the interest of the organization."
This policy is written from the perspective that in order to fulfill their obligations to the organization Directors and Officers must have access to the physical location, from time to time, and that such activity constitutes an expense to the Directors and Officers.
[This policy has not yet been enacted by vote of the Board of Directors ]