May an unpaid president or CEO or an unpaid treasurer or CFO serve on the audit committee?
It depends. Govt. Code sec. 12586(e)(2) provides that the audit committee “shall not include any members of the staff….” “Staff” refers only to employees of the corporation and not to members of the board of directors. Thus the term “staff” includes any employees (or independent contractors) of the corporation, whether paid or not, who have the duties of president, CEO, treasurer or CFO, but does not include directors of the corporation, acting solely in their capacity as directors or officers of the board of directors. It does not include the president, CEO, treasurer or CFO to the extent that those persons are acting merely as officers of the board of directors rather than as members of the staff.
Related Questions
- If a charity has staff members who are paid more than the president or CEO and the treasurer or CFO, does the compensation-review provision of the Act apply to them?
- If a charity has staff members who are paid more than the president or CEO or the treasurer or CFO, does the compensation-review provision of the Act apply to them?
- May an unpaid president or CEO or an unpaid treasurer or CFO serve on the audit committee?
