Nominating committe report

[Guest Ben Nash]

If a nominating committee is created without a charge except for the name, can it propose bylaw changes as part of its official report?

[Trina]

No.

[Guest Ben Nash]

Why not?

1) According to our by-laws: “The board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in such resolution,…”. According to RONR, the board should “give its name, manner of selection, and duties” The board designated a nominating committee but failed to follow with a resolution to provide for its duties. We all seemed to “understand” that it was to come up with a slate of officers for the election at the annual meeting.

2) Since the board did not stipulate its duties by resolution, the nominating committee then referenced RONR with "once a committee to which a resolution or other main motion has been referred commences its deliberations, the committee is free to consider, and recommend for adoption, any amendment to the resolution or motion so referred, without regard to whether or not the assembly, prior to the referral, considered the same or a similar amendment and either adopted it or rejected it."

3) Again according to RONR, .."the report should always be formally presented at a regular meeting." And according to our by-laws, “The Bylaws may be amended by a two-thirds vote of the board of directors present in person at the annual meeting, at a special meeting called for that purpose, or by written consent.” To fulfill both of these stipulations, the entire report of the nominating committee should be given at our annual meeting in August. Thus the board can vote on the proposed amendments to the by-laws and then hold elections based on those decisions.

[tctheatc]

In your 1st post you say the committee has been given no charge. I took that to mean it was given no issue to deliberate or work on. Then in item 2 of your 2nd post you seem to suggest the nominating committee can suggest bylaw amendments as part of its handling of the "resolution or other main motion" that has been referred to it.

Seems to me that if no business has been referred to the committee, as you suggest in post 1, there isn't anything to propose an amendment on and your nominating committee's work (absent anything to the contrary in your bylaws) is limited to what RONR describes.

or.... what Trina said.

[David A Foulkes]

... the committee is free to consider, and recommend for adoption, any amendment to the resolution or motion so referred...

What was "the resolution or motion so referred" to this committee?

[Guest Ben Nash]

There was no resolution on the charge (the duties) to the "nominating" committee other than naming the committee and approving its members. Absent that I believe the committee charge was understood to be to nominate officers and nothing else.The only motion was to approve the committee and its members. Text in italics is presumably from RONR but I have not checked that. I believe the question is, can a nominating committee, without being so directed and entirely on its own, expand its duties to include critical bylaw revisions and report the changes as the "Nominating Committee Report".?

The first post is the chairs email response to the proposed nominating committee action. I suggest that no committee can arbitrarily expand its duties in any direction as it sees fit, especially a nominating committee. I further suggest that a nominating committee is a unique committee under RONR.

[Rev Ed]

Unless the recommended By-law changes deal with the nomination process, I would argue that any Nomination Committee Report about the By-laws would be beyond the scope of the Committee's intent. Regardless, it would be up to the group who receives the Committee Report to decide whether or not it would accept those recommendations.

[Josh Martin]

If a nominating committee is created without a charge except for the name, can it propose bylaw changes as part of its official report?

No.

Why not?

Because if the assembly creates a nominating committee without a specific charge, then the duties of the nominating committee would be as prescribed in RONR - which is to nominate candidates for positions (RONR, 11th ed., pgs. 433-436) Indeed, nominating committees are rarely given specific charges, as the duties of such a committee are already clearly defined.

We all seemed to “understand” that it was to come up with a slate of officers for the election at the annual meeting.

This is a perfectly reasonable understanding, as this is the duty of a nominating committee under RONR.

2) Since the board did not stipulate its duties by resolution, the nominating committee then referenced RONR with "once a committee to which a resolution or other main motion has been referred commences its deliberations, the committee is free to consider, and recommend for adoption, any amendment to the resolution or motion so referred, without regard to whether or not the assembly, prior to the referral, considered the same or a similar amendment and either adopted it or rejected it."

This is irrelevant, since this is not "a committee to which a resolution or other main motion has been referred" and the amendments the committee are making are not to a resolution or main motion which was referred to the committee (since, as noted, there was no such resolution).

To fulfill both of these stipulations, the entire report of the nominating committee should be given at our annual meeting in August. Thus the board can vote on the proposed amendments to the by-laws and then hold elections based on those decisions.

Yes, but these stipulations don't change the duties of the nominating committee - nor do the nominations have to come from a committee to fulfill the requirement.

If one of the board members really likes what the nominating committee came up with he can make the motions himself, but in no case should these recommendations be considered part of the committee's report.

Absent that I believe the committee charge was understood to be to nominate officers and nothing else.

As I have noted, this is a perfectly reasonable understanding.

I believe the question is, can a nominating committee, without being so directed and entirely on its own, expand its duties to include critical bylaw revisions and report the changes as the "Nominating Committee Report".?

No, it may not, as this exceeds the scope of the nominating committee's duties.

I suggest that no committee can arbitrarily expand its duties in any direction as it sees fit, especially a nominating committee. I further suggest that a nominating committee is a unique committee under RONR.

This is absolutely correct.

Unless the recommended By-law changes deal with the nomination process, I would argue that any Nomination Committee Report about the By-laws would be beyond the scope of the Committee's intent.

I would say that it is beyond the scope of the committee's duties even if the changes deal with the nomination process. Unless the parent body provides otherwise, the duties of the nominating committee are to nominate candidates.

[Steven Britton]

Generally, absent any customized specifications in your bylaws, any member of the association who coincidently may be (or, have been) a member of the Nominating Committee, could theoretically give previous notice to the assembly of a proposed bylaw amendment at a meeting, and any two members of the assembly could actually move the proposed amendments at the appropriate time during the next meeting, including any members who have served on the Nominating Committee.

However, check your Bylaw's Article regarding Bylaw Amendments for the specifics for your organization's process.

[Guest Anna Pascarella]

Is a committe of one permitted/legal?

[David A Foulkes]

Is a committe of one permitted/legal?

Yup. (RONR 11th Ed., p. 489 ll. 20-21)

[Tim Wynn]

Is a committe of one permitted/legal?

Both.

... and unless otherwise provided, a quorum is a majority of that one member, who should call a meeting to elect a chairman from the committee's member... and seconds aren't required.

[David A Foulkes]

Both.

Oh, we do "legal" on this forum now?

[Tim Wynn]

Oh, we do "legal" on this forum now?

See your Avatar (before it changes).

[Guest qwe]

No.

No.

How about recommend? "Due to the requirements of bylaw 5.6.7, we find it impossible to nominate any current members to the office of X, and we recommend 5.6.7 be eliminated"

If not recommend, how about "note"--: "...and we note that eliminating 5.6.7 would avoid this difficulty"

[Sean Hunt]

Both.

... and unless otherwise provided, a quorum is a majority of that one member, who should call a meeting to elect a chairman from the committee's member... and seconds aren't required.

What is reasonable notice for that meeting?

[Trina]

How about recommend? "Due to the requirements of bylaw 5.6.7, we find it impossible to nominate any current members to the office of X, and we recommend 5.6.7 be eliminated"

If not recommend, how about "note"--: "...and we note that eliminating 5.6.7 would avoid this difficulty"

See, that strikes me as OK. Noting a difficulty directly related to the charge of the committee, and making a relevant recommendation to the parent assembly, sounds reasonable, given the committee's job. This is different than 'proposing' bylaws changes, as described in the original post, which to me implied that the committee was officially reporting out with a motion to amend the bylaws.

[Bruce Lages]

While Trina's answer in post #17 above may be appropriate to the specific suggestion raised by guest qwe, it should be noted that we have no way of knowing whether this suggestion has any relation to the situation raised in the original post. Given that the original poster provided no additional details on the nature of the bylaw amendments which the nominating committee wanted to include in their report, I think Trina's and Josh's original replies best answer orginal poster Ben Nash's question.

[Josh Martin]

How about recommend? "Due to the requirements of bylaw 5.6.7, we find it impossible to nominate any current members to the office of X, and we recommend 5.6.7 be eliminated"

No. In the case provided, the Nominating Committee should simply report that it has no nominations for the office of X. The parent assembly can decide what to do about it from there. Amendments to the Bylaws (even if they pertain to nominations) are beyond the scope of the Nominating Committee's duties unless the board provides otherwise.

If not recommend, how about "note"--: "...and we note that eliminating 5.6.7 would avoid this difficulty"

In my opinion, no, this should not belong in the formal report of the committee, whether or not it is made in the form of a recommendation. I would note, however, that there is nothing that would prevent the individual members of the committee from suggesting such a change to the board members.

Noting a difficulty directly related to the charge of the committee, and making a relevant recommendation to the parent assembly, sounds reasonable, given the committee's job.

I disagree. The role of the nominating committee is to nominate, nothing more.

Now, I'm not entirely clear on why this is such a big deal for either the committee or the board, since it makes very little difference in the long run, but I maintain that as a technical point, such a recommendation exceeds the scope of the nominating committee unless the parent assembly provides otherwise in its instructions to the committee.