Earlier this Spring the Board of Directors commenced a discussion surrounding the policy of accepting payment for speaking engagements as a PASS Board member.

Through communications within the Board, posts on my personal blog, as well as conversations with various interested individuals, I solicited feedback about how best to approach this situation. The goal was to provide clarity and transparency around the issue of compensation at PASS-branded and PASS-sponsored events.

The PASS Bylaws are clear about Board members and payments by the organization. Section VI.14 talks about compensation:

Directors shall not receive any salaries for their services as Directors, but by resolution of the Board of Directors, a fixed sum and/or expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving PASS in an educational or speaking capacity and receiving compensation upon approval by a majority vote from the Board of Directors. 

To expand on this, when we serve on the Board, we’re doing it as volunteers. However, with the approval of the Board (which requires a recorded vote during an official meeting) we can receive payment to speak at a PASS event (e.g. Summit), and receive payment for a pre-conference session, just like any other community speaker.

The bylaws don’t define what happens when the event isn’t being run by PASS. A current example is SQLSaturday. While PASS owns the brand and supports all worldwide events through the website, funding, assistance in sponsorship, and through various other means, PASS doesn’t legally run those events. A SQLSaturday is branded by PASS, but not managed by PASS. As such, if a SQLSaturday wants to host a pre-conference seminar and charge for attendance, a Board member would find themselves in an odd spot if they chose to take compensation because until recently, it was unclear how that was dealt with. The bylaws also don’t talk about events that PASS provides sponsorship to, but isn’t in any other way affiliated.

At the June Board meeting this issue was resolved.

We now have a policy in place, approved by our lawyers, that didn’t require a change to the bylaws, that defines how this works for sitting members of the Board:

PASS recognizes that speaking may be an important part of individual Board member careers and/or community involvement. As such, PASS Directors are empowered to apply for, and take advantage of, any unpaid speaking opportunities, either within or outside of the PASS organization.

PASS Directors are able to take advantage of certain paid speaking opportunities while they serve on the PASS Board. As a Director of the PASS Board it is expected that Board members put the interests of the PASS organization ahead of any personal or professional concerns to avoid a potential conflict of interest. Directors may speak at both “PASS-branded” and “PASS-sponsored” events; however, as per the PASS Bylaws, they may not take paid speaking opportunities at “PASS-owned” events without asking permission of the Board.

PASS Directors may also take advantage of paid speaker opportunities outside of the PASS umbrella (i.e. not PASS owned, branded, or sponsored).

Directors are asked to disclose any paid speaking opportunities during the monthly Board meetings.

On the one hand this is a very minor issue that was quickly resolved. On the other hand, this is about addressing two vital requirements for the Board. First, we must ensure that we are as open and transparent as possible in order to avoid even the suggestion of impropriety. Second, we recognize that Board members may also be active speakers within the community.  This new policy clarifies the issue and satisfies those important requirements.

I want to thank all the members of the Board for their assistance and input on this. I also want to thank all the work done at PASS HQ to help us with this issue. Most of all, I want to thank everyone who provided feedback when I asked how this should be approached. Everyone helped to craft a clear policy that will support our organization as we move forward.

Grant Fritchey
EVP, Finance and Governance