Compensation approval minute
============================

Excerpt from the minutes of the Board of Directors of [ORGANIZATION NAME]

Meeting date: [DATE]

Approval of compensation for [NAME AND POSITION]

Arrangement considered. The board considered [DESCRIBE THE ARRANGEMENT, FOR EXAMPLE: AN ANNUAL SALARY FOR THE EXECUTIVE DIRECTOR / A STIPEND FOR THE BOARD TREASURER / A LEASE OF OFFICE SPACE FROM A COMPANY OWNED BY A DIRECTOR].

Conflict of interest. [NAME] disclosed that [HE / SHE / THEY, OR THEIR FAMILY MEMBER OR BUSINESS] would benefit from the arrangement. [NAME] answered the board's questions and then left the meeting at [TIME], before the discussion and vote. [ALSO LIST ANY OTHER DIRECTOR WITH A CONFLICT, WHAT THEY DISCLOSED, AND THAT THEY LEFT.] [NAME] returned at [TIME], after the vote.

Members present for the discussion and vote.

- [DIRECTOR NAME]
- [DIRECTOR NAME]
- [DIRECTOR NAME]

None of the directors listed above has a conflict of interest regarding this arrangement.

Comparability data obtained before the decision. Before deciding, the board reviewed the following data, copies of which are attached to these minutes:

1. [ORGANIZATION OR SOURCE 1]: [POSITION], [LOCATION], [ANNUAL BUDGET OR SIZE IF KNOWN], [PAY OR PRICE], [YEAR AND WHERE THE FIGURE CAME FROM, FOR EXAMPLE ITS FORM 990, A SALARY SURVEY OR A JOB POSTING]
2. [ORGANIZATION OR SOURCE 2]: [SAME DETAILS]
3. [ORGANIZATION OR SOURCE 3]: [SAME DETAILS]

[IF YOU USED A COMPENSATION SURVEY OR A PROFESSIONAL'S ADVICE, NAME IT HERE.]

Terms approved.

- Position and duties: [POSITION; HOURS PER WEEK OR FULL TIME]
- Salary, stipend or price: $[AMOUNT] per [YEAR / MONTH / MEETING]
- Other compensation and benefits: [LIST EACH, FOR EXAMPLE HEALTH INSURANCE, RETIREMENT CONTRIBUTION, BONUS, OR "NONE"]
- Start date and term: [DATE; LENGTH OF TERM OR "UNTIL REVIEWED"]
- How it will be documented as compensation: [FOR EXAMPLE: A SIGNED EMPLOYMENT AGREEMENT AND FORM W-2 / FORM 1099]

Basis for the decision. The board concluded that the total compensation [OR PRICE] is reasonable because [EXPLAIN IN ONE TO THREE SENTENCES, FOR EXAMPLE: IT IS WITHIN THE RANGE PAID BY THE COMPARABLE ORGANIZATIONS LISTED ABOVE FOR SIMILAR WORK, AND REFLECTS THE ROLE'S HOURS AND RESPONSIBILITIES]. [IF THE AMOUNT IS ABOVE THE RANGE OF THE DATA, RECORD WHY.]

Vote. On a motion by [NAME], seconded by [NAME], the board approved the arrangement on the terms above. Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Record. These minutes were prepared by [NAME], [SECRETARY], on [DATE], and approved by the board as reasonable, accurate and complete on [DATE].

Signed: ______________________ [NAME], Secretary

Checklist before the vote

- [ ] The person being paid, and anyone else with a conflict, has left the room
- [ ] We have comparability data in hand and attached
- [ ] The terms list every form of pay and benefit
- [ ] The vote happens before any payment starts
- [ ] Someone is responsible for writing up these minutes by the deadline