---

ABOUT

---

Leadership
Governing Board
Board of Directors
Executive Director

History
Evolution of NAELS
History of NAELS (.doc)

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV

Bylaws

ARTICLE XII

COMPENSATION

Section 1. Reasonable Compensation.
It is the policy of the Corporation to pay no more than reasonable compensation for personal services rendered to the Corporation by officers and employees. The directors of the Corporation shall not receive compensation for fulfilling their duties as directors, although directors may be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as directors. Expenses of spouses will not be reimbursed by the Corporation unless the expenses are necessary to achieve a Corporate purpose.

Section 2. Approval of Compensation.

The Board of Directors must approve in advance the amount of all compensation for officers of the Corporation.

Before approving the compensation of an officer, the Board shall determine that the total compensation to be provided by the Corporation to the officer is reasonable in amount in light of the position, responsibility and qualification of the officer for the position held, including the result of an evaluation of the officer's prior performance for the Corporation, if applicable. In making the determination, the Board shall consider total compensation to include the salary and the value of all benefits provided by the Corporation to the individual in payment for services. At the time of the discussion and decision concerning an officer's compensation, the officer should not be present in the meeting. The Board shall obtain and consider appropriate data concerning comparable compensation paid to similar officers in like circumstances.

The Board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions of the evaluation and the basis for determining that the individual's compensation was reasonable in light of the evaluation and the comparability data.

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV