Nominating Committee

Started by KellyC6 • 6 replies • 1459 views

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KellyC6 (Virginia)
Posts: 37

Posted:

Our Bylaws state, "... nominations for election to the Board of Directors shall be made by a Nominating Committee... appointed by the Board not less than 5 months prior to each annual meeting to serve a term of one year and such appointment shall be announced at each annual meeting...". This provision seems to have been unofficially waived in years past since we are such a small organization. Typically, our management company's notice for the annual meeting has included a request for write-in nominations and of course nominations have also been accepted from the floor. I was not previously aware of this provision until a few days ago when I was reviewing our Bylaws looking for information about provisions that govern the annual meeting. What should we need do now? Waive this provision or some other action in order to conduct our annual election which has just been scheduled for September 29th?

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Kelly,

You're supposed to follow your bylaws. If you adhere to proper parliamentary procedure, (and many don't) the bylaws cannot be suspended, even by a unanimous vote, unless the bylaws contain a provision stating that a certain provision may be suspended. If you could simply suspend the bylaws willy-nilly, then they would be useless for governing a society. Imagine if Congress could simply suspend the Constitution whenever it wanted to. The bylaws of a society perform the same function as a constitution, and in some societies are referred to by that name. This may seem odd, since the bylaws can be changed or amended. But, changing or amending the bylaws usually have specific requirements, one normally being notice, and the amendment or change is intended to be permanent, not simply for the convenience of the moment. Heck, if you hold a meeting and don't have enough members present for a quorum, why not just suspend the bylaws and change the quroum requirement for that meeting?

The purpose of a nominating committee is to seek out candidates who are qualified and would be willing to serve on the board in advance. Unless prohibited in the bylaws, members of the nominating committee may also be nominated. To prohibit members of the nominating committee from themselves being nominated would deprive them of one of their rights of being a member of the society: the right to hold office. Again, unless prohibited by the bylaws, when you have a nominating committee, nominations from the floor and write-in candidates are still allowed. The procedure normally followed is that when nominations are opened, the president normally recognizes the chairperson of the nominating committee first. The chairman then nominates the individuals chosen by the nominating committee. Following that, the president asks if their are any additional nominations from the floor.

Form your nominating committee and follow your bylaws. If you would like to eliminate the nominating committee, simply amend your bylaws (permanently) in accordance with the proper procedure for doing so, to eliminate that provision.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Kelly,

I forgot you asked, what do you do now. since you've already blown it by not having formed your nominating committee in the time frame required.

Do not simply ignore your bylaws. I would recommend you follow your bylaws as closely as you can. Form your nominating committee immediately and go from there. Next year, form your nominating committee in plenty of time in accordance with your bylaws, or consider changing your bylaws, following the proper procedure for doing so, to do away with the nominating committee.

You can still have nominations from the floor and write-in candidates unless your bylaws prohibit it.

KellyC6 (Virginia)
Posts: 37

Posted:

If we are already out of compliance (since this committee should have been formed back in May), and the meeting has been scheduled for 9/29/11, and there is no other meeting scheduled beforehand to even attempt to address any non-compliance -- aren't our hands tied? If we can't comply in order to hold elections this year at this point, what may be the risks of holding elections without the nominating committee provision having been satisfied?

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By KellyC6 on 07/26/2011 6:40 AM
If we are already out of compliance (since this committee should have been formed back in May), and the meeting has been scheduled for 9/29/11, and there is no other meeting scheduled beforehand to even attempt to address any non-compliance -- aren't our hands tied? If we can't comply in order to hold elections this year at this point, what may be the risks of holding elections without the nominating committee provision having been satisfied?

Why are your hands tied? The board selects the nominating committee. Can't you call a special meeting of the board? Do your bylaws or state laws prohibit forming the committee by email or by phone?

If you are allowed to take such action by email or phone, you simply do it and then ratify the action at the next scheduled board meeting.

The risks? In a practical sense, probably low to none. Likely nobody knows the requirement for a nominating committee is in the bylaws or they would have complained about previous elections. If someone discovers the non-compliance, what are they going to do? Since nominations from the floor are always allowed (unless prohibited by the bylaws) the results of the election likely wouldn't change anyway, and for a court challenge to be successful a plaintiff would have to prove the results would have been different and they were harmed becuase the bylaws weren't followed.

Still, that doesn't mean you shouldn't make every effort to comply with your bylaws as closely as you can.

What would you suggest as an alternative?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Kelly,

At one time, VA law required that nominations from the floor be allowed. This requirement has gone away but many people still provide for it and some governing documents require it (as they were written when the law required it).

For us, we name a nominating committee but the committee accepts anyone who is willing to run as membership apathy makes it difficult to fill the slate. Those names we have we include with out meeting notice and specify that nominations will also be taken from the floor.

I don't think you will have any problems in holding your elections unless someone isn't elected and they actually challenge the vote based on procedural violations. Realistically, unless you have a very hot issue that is dividing the membership, this will not usually happen.

My advice, continue on and correct it in the future.

Tim

JohnM48 (Pennsylvania)
Posts: 89

Posted:

Kelly,

I agree with Tim. We have a number of procedural problems like yours, including the same situation with our nominating committee.

Despite the out-and-out hatred our members developed for prior boards, I've found that understanding and honesty is working quite well. We are making changes and the membership realizes it, so the "we'll fix it for next time" is also being accepted - they know we didn't cause the problems. Of course, now we MUST fix it for next time.

Association President

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