Can a outgoing board member serve on the nomination committee?

Our by-laws concerning nomination below

Section 8. Nomination. Nomination for election to the Board shall be made by a Nominating Committee which shall be appointed by the Board of Directors at least sixty (60) days prior to the annual meeting to serve a term of one ( I ) year and shall consist of at least one (I) Board member and at least two (2) other members of the Association who are not Board members. The members of the Nominating Committee shall be announced at the annual meeting. The Nominating Committee may nominate any number of qualified individuals, but not less than the number of directors to be elected. The nominations shall be made at least fourteen (14) days prior to the annual meeting. Nominations shall also be allowed from the floor at the meeting. Each candidate shall be given a reasonable opportunity to communicate his or her qualifications to he membership prior to the election. No member shall be nominated for election to the Board, nor permitted to run for election, if more than sixty (60) days past due in the payment of any assessment. Failure to comply with this Section shall in no way invalidate the election of directors who were not .nominated in accordance with the provisions hereof.

I see no reason why not. An outgoing board member is (1) a member of the board and (2) a member of the association (usually). Both meet the qualifications for the nominating committee.

What leads you to ask?

By the way, do you interpret the last sentence as I do--that it completely negates all the previous statements in the section? It makes then "shoulds" or "oughts," rather than "shalls."

Our governing documents seem to cross talk themselves all across the board. It seems as though an "outgoing" board member can serve on the nomination committee. We currently have an "outgoing" member of the community on the Board who verbally resigned and turned his paperwork over only too seem to want to take it back. His house is in foreclosure, his main residence is not here although he comes to sit on the porch from time to time, sad story. That is why I asked, however we do not have a nominating committee.

"Failure to comply with this Section shall in no way invalidate the election of directors who were not nominated in accordance with the provisions hereof."

This simply means that no one can come back and declare the election null and void just BECAUSE some of these conditions of the Nominating Committee were not met.

If by outgoing, you mean a BOD member who will be replaced at the election, then said member can be the member from the Board. If you mean that this person will be replaced this year and serve to nominate next year, he/she would be one of the two people from the membership.

While perhaps all members of the Board can serve on the committee, the intent was that there be two people not on the Board for every Board member. Further, I believe that Robert's Rules would consider it highly unusual to have the president serve on the committee. I believe that my documents specifically prohibit that person from serving. It will give a bad appearance at any rate.

The thing is that you want to avoid any appearance of stacking the deck. And honestly, putting a member who will not continue on the Board is a great way of doing just that. Baring some other reasons to distrust the Board, I would recommend that practice. The outgoing member can let prospective candidates understand what the position is about.

I think you are in the clear majority of BOD members. Most do not want to manipulate choices of nominees. And many times the committee serves to get enough to have the election. But because there are the occasional bad apples, it helps to ensure the appearance isn't there. And how the neighborhood views you has a lot to do with it.