The board of directors is the governing body of the corporation and is not subject
to control by the corporation. Such services are self-employment, see RS 01802.032. A director who works for the corporation, other than attending and participating
in meetings of the board of directors, may be an employee, with respect to such work,
if it is non-directorial in nature.
Attending and participating in the meetings of subordinate committees seldom creates
an employment relationship because most of these committees are directorial in nature.
Committees formed pursuant to Federal or State statute, corporate by-laws, or authority
vested in the board of directors, are directorial in nature. It may be assumed, in
the absence of evidence to the contrary, that the directors serving on such committees
are not employees with respect to such service. This assumption applies if the committee
is composed entirely of directors or in part of directors and non-directors.
Where a director is a member of a committee engaged in non-directorial services, for
example, doing appraisal work for the corporation and the services are subject to
actual control by the board of directors, the director is an employee with respect