Generally, unless there is a provision to the contrary in the corporation’s Articles of Incorporation, By-Laws or a unanimous shareholders’ agreement, the directors are entitled to fix their own remuneration. Directors cannot abuse this privilege by awarding themselves an excessive remuneration which is disproportionate with the services rendered; otherwise, the courts may intervene upon the petition of an interested party. Directors’ remuneration can take one of several forms, including a fixed annual sum, a fixed amount for attending each meeting of the board of directors, or a specific number of shares in the corporation. A director can, in addition to being a director, act as an employee of the corporation and be remunerated for this function as well. In many small corporations, for example, a person is a director as well as an officer and employee of the corporation and, as such, can be remunerated for each job function he/she performs.
Directors do not receive a salary. However, directors are reimbursed for any travel expense and time they spend on authorized Cooperative business. How much time is required of a Director? Regular and special board meetings require approximately 5 to 8 hours each. Educational, national and regional meetings vary in length from one to five days. Directors are expected to spend time reading publications that they receive. Directors make decisions that directly affect members of the Cooperative. It is extremely important that they make these decisions with the best information and knowledge possible. There are seven directors and geographical districts within the Cooperatives service boundaries. Directors represent all members of the Cooperative though they are chosen from a specific district. Directors are elected for three-year terms, rotating the terms for the seven districts. Elections are held at NLIs Annual Meeting. TO QUALIFY YOU MUST: (Refer to Article IV Sec. 4.02 of the NLI Arti
What is a typical term of service? A review of the recent proxies of 38 companies with annual revenues of at least $1 billion each provided some answers. Assisting Virginia Business in the research was human resources consultant Findley Davies Inc. of Charlotte. Virginia Business also interviewed several board members to discuss their roles. Besides Whittemore, these directors spoke with the magazine: J. Alfred Broaddus Jr., retired president of the Federal Reserve Bank of Richmond who serves on four public company boards; Eddie N. Moore Jr., president of Virginia State University and a director on two boards; Linda D. Rabbitt, CEO of the private Rand Construction Corp. and a director on two boards; and Thomas F. Farrell II, chairman, president and CEO of Dominion Resources Inc. Farrell also serves on the board of Altria Group. What did the survey reveal? A few of the takeaways: • Virginia boards are slowly becoming more diverse. Women hold 11 percent of the more than 400 director seat