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Silvertomster

Is a closed "slate" of nominees improper?

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The relevant portion of the bylaws reads:

"Candidates for Board membership shall be nominated by the Board  Development Committee.  Each Trustee shall be elected by the majority vote of those members present at the Annual Meeting at which the candidate is presented."

There are no qualifications for Trustee other than being a member of the organization.

Two questions:

1. Is it proper for the chair to state at the Annual Meeting or Notice of Meeting that there will be no additional nominations from the floor?

2. Is it proper for the chair to allow a vote only on the "slate"  of nominations by Board Development Committee, rather than the individual nominees? (The "slate" consists of one nominee of the Board Development Committee per open position.)

If either of these actions is improper, what is the appropriate recourse by the membership at the Annual Meeting? (Note that, if additional nominations from the floor are allowed, there will be more nominees than open positions on the Board of Trustees.)

 

 

 

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Ultimately it is up to your organization to interpret your bylaws. Your organization will have to decide whether being nominated by the Board Development Committee is a qualification for Trustee.

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9 hours ago, Silvertomster said:

The relevant portion of the bylaws reads:

"Candidates for Board membership shall be nominated by the Board  Development Committee.  Each Trustee shall be elected by the majority vote of those members present at the Annual Meeting at which the candidate is presented."

There are no qualifications for Trustee other than being a member of the organization.

Two questions:

1. Is it proper for the chair to state at the Annual Meeting or Notice of Meeting that there will be no additional nominations from the floor?

2. Is it proper for the chair to allow a vote only on the "slate"  of nominations by Board Development Committee, rather than the individual nominees? (The "slate" consists of one nominee of the Board Development Committee per open position.)

If either of these actions is improper, what is the appropriate recourse by the membership at the Annual Meeting? (Note that, if additional nominations from the floor are allowed, there will be more nominees than open positions on the Board of Trustees.)

 

 

 

After the committee has presented its report, the chair must call for further nominations from the floor (RONR, 11th ed., p. 435, ll. 10-12). 

The method of voting in elections can be by any of the accepted methods, as described on pages 438-446 of RONR (11th ed.). If your organization has no rule or established custom prescribing the method of voting in elections (which it should), the assembly will have to decide which method to use. 

 

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14 hours ago, Silvertomster said:

1. Is it proper for the chair to state at the Annual Meeting or Notice of Meeting that there will be no additional nominations from the floor?

2. Is it proper for the chair to allow a vote only on the "slate"  of nominations by Board Development Committee, rather than the individual nominees? (The "slate" consists of one nominee of the Board Development Committee per open position.)

No to both questions.

14 hours ago, Silvertomster said:

If either of these actions is improper, what is the appropriate recourse by the membership at the Annual Meeting? (Note that, if additional nominations from the floor are allowed, there will be more nominees than open positions on the Board of Trustees.)

The most common method of election for officers when there are more nominees than open positions is a ballot vote. Members may vote for a number of candidates (whether nominated or not) up to the number of open positions. A majority of the ballots cast is required for election. If fewer candidates than there are available positions are elected, further rounds of voting are held for the remaining positions. If more candidates than there are available positions receive a majority, those receiving the most votes are elected. In the case of a tie for the last position, the tied candidates are not elected, and further rounds of voting are held.

Another acceptable method is an election by voice vote. In this method, each candidate is voted on in the order they were nominated, and a majority voting in the affirmative is required for election. When all positions have been filled, any remaining candidates are not voted on. This procedure may not be advisable for electing officers, because those named first have a significant advantage. It can also be confusing for members, as it may be necessary to vote against a candidate (even if the member has no issue with that candidate) in order to prevent a majority and keep a spot open for another candidate.

The last method is a roll call vote. This is used only in assemblies responsible to an interested constituency, and this does not appear to be the case here.

If you have no rule on the subject, and no one can remember what was done in the past (it seems that it may have been some time since you had a competitive election), the assembly decides upon the method to use.

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19 hours ago, Silvertomster said:

If either of these actions is improper, what is the appropriate recourse by the membership at the Annual Meeting? (Note that, if additional nominations from the floor are allowed, there will be more nominees than open positions on the Board of Trustees.)

If the chair should attempt to refuse nominations from the floor, a member should raise a Point of Order, citing the passage noted by Mr H.

Individual elections would be held for any offices with multiple nominees.  Ballot votes are recommended, but if your bylaws do not mandate a ballot vote, the assembly may choose.  Yes/No voting on candidates is not appropriate.  

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Thanks much to all for your help; that seems pretty clear. One more question, currently hypothetical, but very possible in the current situation. 

If the written Notice of Annual Meeting warns  - inappropriately, if I understand correctly - that nominations from the floor will not be accepted, does that statement need to be challenged in writing BEFORE the annual meeting in order to be considered a timely challenge? Or can a member wait until an actual nomination from the floor is actually ruled out of order at the meeting, then state his point of order and/or appeal? The chair is already aware that not everyone agrees with her position on suppressing nominations from the floor.

 

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I am going to disagree with most (or maybe all) of my colleagues who have posted in this thread.  I think this is a matter of bylaws interpretation as to whether the only method of being nominated for office is to be nominated by the Board Development Committee (not a nominating committee as such).  Here is the wording of the relevant bylaw provision according to the original poster: (Emphasis added and portions of original post omitted):

On 5/19/2017 at 7:15 PM, Silvertomster said:

The relevant portion of the bylaws reads:

"Candidates for Board membership shall be nominated by the Board  Development Committee.  Each Trustee shall be elected by the majority vote of those members present at the Annual Meeting at which the candidate is presented."

There are no qualifications for Trustee other than being a member of the organization.

Two questions:

1. Is it proper for the chair to state at the Annual Meeting or Notice of Meeting that there will be no additional nominations from the floor? . . . .

 

It seems to me that the highlighted bylaw provision could well be construed as a qualification for office, i.e., being nominated by the Board Development Committee (not the nominating committee).  We are all well aware that bylaws often can and do provide an exclusive method of being nominated for office.  I believe this is one of those instances.... or that it certainly creates a question of bylaws interpretation as to whether the bylaws intend that being nominated by that particular committee constitutes the only method of being nominated.  If so, that provision certainly trumps the provisions in RONR about taking nominations from the floor.

The quoted provision says that candidates "SHALL be nominated by the Board Development Committee.  That is quite different from saying, for example, that a "nominating committee shall nominate at least one candidate for each position", etc.  Such wording does not foreclose other nominations, such as from the floor.   In this case, per the bylaws, the ONLY way to be nominated is to be nominated by the Board Development Committee.

I don't think that those of us contributing on this forum can say with certainty that this organization MUST accept nominations from the floor based on the unque bylaw provision.  I think it is up to this society to interpret its own bylaws on this issue.  That can be done first by a ruling of the chair and then an appeal of his ruling.

 

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41 minutes ago, Richard Brown said:

I am going to disagree with most (or maybe all) of my colleagues who have posted in this thread.  I think this is a matter of bylaws interpretation as to whether the only method of being nominated for office is to be nominated by the Board Development Committee (not a nominating committee as such).  Here is the wording of the relevant bylaw provision according to the original poster: (Emphasis added and portions of original post omitted):

 

As far as my answer is concerned, I was just addressing when a member would bring the issue up in the course of the AM.

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1 minute ago, SaintCad said:

As far as my answer is concerned, I was just addressing when a member would bring the issue up in the course of the AM.

And I agree that the adoption of the agenda would be a good time to bring it up.  Not the only possible time, but a good time early in the meeting. 

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3 hours ago, Silvertomster said:

Thanks much to all for your help; that seems pretty clear. One more question, currently hypothetical, but very possible in the current situation. 

If the written Notice of Annual Meeting warns  - inappropriately, if I understand correctly - that nominations from the floor will not be accepted, does that statement need to be challenged in writing BEFORE the annual meeting in order to be considered a timely challenge? Or can a member wait until an actual nomination from the floor is actually ruled out of order at the meeting, then state his point of order and/or appeal? The chair is already aware that not everyone agrees with her position on suppressing nominations from the floor.

The member can wait until an actual nomination from the floor is actually ruled out of order. Indeed, it is not possible to raise a Point of Order before the meeting begins.

3 hours ago, SaintCad said:

I believe it would be brought up when the agenda is being considered for approval.  Read p 372 l 29-35

I'm not clear on how this has anything to do with the agenda.

2 hours ago, Richard Brown said:

I am going to disagree with most (or maybe all) of my colleagues who have posted in this thread.  I think this is a matter of bylaws interpretation as to whether the only method of being nominated for office is to be nominated by the Board Development Committee (not a nominating committee as such).  Here is the wording of the relevant bylaw provision according to the original poster: (Emphasis added and portions of original post omitted):

It seems to me that the highlighted bylaw provision could well be construed as a qualification for office, i.e., being nominated by the Board Development Committee (not the nominating committee).  We are all well aware that bylaws often can and do provide an exclusive method of being nominated for office.  I believe this is one of those instances.... or that it certainly creates a question of bylaws interpretation as to whether the bylaws intend that being nominated by that particular committee constitutes the only method of being nominated.  If so, that provision certainly trumps the provisions in RONR about taking nominations from the floor.

The quoted provision says that candidates "SHALL be nominated by the Board Development Committee.  That is quite different from saying, for example, that a "nominating committee shall nominate at least one candidate for each position", etc.  Such wording does not foreclose other nominations, such as from the floor.   In this case, per the bylaws, the ONLY way to be nominated is to be nominated by the Board Development Committee.

I don't think that those of us contributing on this forum can say with certainty that this organization MUST accept nominations from the floor based on the unque bylaw provision.  I think it is up to this society to interpret its own bylaws on this issue.  That can be done first by a ruling of the chair and then an appeal of his ruling.

I disagree with the interpretation, but it is certainly the case that it is ultimately up to the organization to interpret its own bylaws.

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30 minutes ago, Josh Martin said:

The member can wait until an actual nomination from the floor is actually ruled out of order. Indeed, it is not possible to raise a Point of Order before the meeting begins.

I'm not clear on how this has anything to do with the agenda.

I disagree with the interpretation, but it is certainly the case that it is ultimately up to the organization to interpret its own bylaws.

 

Not disagreeing, it might be a legitimate interpretation of the bylaws that only this committee can nominate.

Unless there was statement to the effect in the bylaws that only people approved by this committee are eligible for election, it would be possible to vote for someone not nominated, if the vote is by ballot or roll call. 

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56 minutes ago, Josh Martin said:

I'm not clear on how this has anything to do with the agenda.

The first time I read it, I thought the Notice was going to be offered up for approval as the Agenda.

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31 minutes ago, J. J. said:

Unless there was statement to the effect in the bylaws that only people approved by this committee are eligible for election, it would be possible to vote for someone not nominated, if the vote is by ballot or roll call. 

I agree.

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4 hours ago, SaintCad said:

I believe it would be brought up when the agenda is being considered for approval.  Read p 372 l 29-35

 

1 hour ago, Josh Martin said:

The member can wait until an actual nomination from the floor is actually ruled out of order. Indeed, it is not possible to raise a Point of Order before the meeting begins.

I'm not clear on how this has anything to do with the agenda.

I can't speak for SaintCad, but I was thinking along the lines of a member moving to amend the agenda at the beginning of the meeting to add an agenda item for nominations from the floor immediately prior to the election. If the chair rules the motion out of order (or in order), it could be appealed and settled at that point, early in the meeting.  That way the members would have at least some amount of notice that floor nominations will be permitted. An equally acceptable (or perhaps more appropriate) time would be when someone tries to make an actual nomination from the floor as Josh suggested.

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The discussion has been helpful. If the bylaws are interpreted so that nomination by the Board Development Committee is deemed a qualification for the office of Trustee, however, it seems that the Board Development Committee would then have absolute veto power over all prospective candidates. That would make the election of Trustees by the full membership a mere charade, because only the Board Development Committee's "selection" can be on the ballot, and even a write-in vote can only be cast for an "eligible" candidate (RONR p.430 line 14). 

 

 

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10 hours ago, Richard Brown said:

It seems to me that the highlighted bylaw provision could well be construed as a qualification for office, i.e., being nominated by the Board Development Committee (not the nominating committee). 

I fall somewhere in the middle.  It looks to me like being nominated by the BDC is the only way to be a candidate, but that a write-in campaign can still fill the office.  In other words, it doesn't look to me like a qualification for office, but rather a restriction on nominations.

There's a fourth way to read it, but it is neither likely nor interesting.

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6 hours ago, Silvertomster said:

and even a write-in vote can only be cast for an "eligible" candidate (RONR p.430 line 14). 

I don't see this: how do you figure [and cf Katz, about midnight]?

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