§ 9-312. Reasonableness of compensation and fees

   (a) Responsibility. --

   (1) Except as otherwise provided in the bylaws, the board of directors of an association or subsidiary has the responsibility for determining the compensation of officers of the association or subsidiary.

   (2) Compensation determined under this section must be reasonable and commensurate with the duties and responsibilities of the officers.

(b) Factors. -- In making the determination concerning officers, the board of directors shall consider the following factors:

   (1) The qualifications and experience of the person concerned;

   (2) The compensation paid to other persons employed by the association or subsidiary;

   (3) The compensation paid to persons having similar duties and responsibilities in other associations or subsidiaries;

   (4) The size of the association or subsidiary, and the complexity of its operations;

   (5) The financial condition, including income, of the association or subsidiary and the individual's contribution to the financial condition;

   (6) Any amounts received, either directly or indirectly, by an officer whose principal occupation is with the association or subsidiary for other services performed for the association or subsidiary; and

   (7) The value of personal fringe benefits provided to the officer.

(c) Outside officials. -- With respect to fees of outside accountants, appraisers, attorneys, or other professionals, the board of directors is responsible for a determination of whether those fees are reasonable and commensurate with the services being performed. This duty may be discharged by the establishment of standards for or ranges of reasonable fees with provision for periodic review by the board and the ability of the board to alter excessive fees.

(d) Fees. --

   (1) In establishing fees to be paid to members of the board, the board of directors shall establish policies that protect the assets of the association.

   (2) The board of directors shall use the same factors in setting its fees as it does in setting the officer's compensation.

(e) Minutes. -- The minutes of the board of directors shall include the record of deliberations concerning compensation for officers and fees for accountants, attorneys, appraisers, other professionals, and directors.

HISTORY: 1986, ch. 282.