Conflict of interest on Nominating Committee

[Genealib]

In a non-profit organization, according to the bylaws, the board of directors shall appoint a nominating committee. However, it was the President who made the appointments and he included his wife, who is also on the board. In addition, the appointments were not made until 30 days prior to the annual meeting and our bylaws say "at least six months prior."

1) How does the Board make the appointment without the President's input?

2) Is it improper to have the wife on the committee?

3) The committee is unable to come together with a decision, can we defer to having the election at the annual meeting and call for nominations from the floor? Does the committee disband before the meeting?

[Sean Hunt]

In a non-profit organization, according to the bylaws, the board of directors shall appoint a nominating committee. However, it was the President who made the appointments and he included his wife, who is also on the board. In addition, the appointments were not made until 30 days prior to the annual meeting and our bylaws say "at least six months prior."

For a significant violation of the bylaws like this, you may want to consider disciplinary action... then again, you may not.

1) How does the Board make the appointment without the President's input?

Unless your rules say otherwise, the chair must call for nominations from the floor when conducting the election. Additionally, if the election is done by ballot, write-in votes are permitted.

2) Is it improper to have the wife on the committee?

There is no rule against it. Any degree of impropriety is up to your organization to decide, and/or implement rules against.

3) The committee is unable to come together with a decision, can we defer to having the election at the annual meeting and call for nominations from the floor? Does the committee disband before the meeting?

If the election is required to happen at a specific meeting, it can't be simply deferred. The matter must be brought up, at which point it could be Postponed.

[Genealib]

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Unless your rules say otherwise, the chair must call for nominations from the floor when conducting the election. Additionally, if the election is done by ballot, write-in votes are permitted.

SORRY, I was not clear. I meant how does the Board of Directors appoint a nominating committee.

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If the election is required to happen at a specific meeting, it can't be simply deferred. The matter must be brought up, at which point it could be Postponed.

The annual meeting is in 3 weeks. Are you saying we are unable to ask for nominations from the floor? We must present a slate of officers or it should be posponed?

[Burke Balch]

RONR (11th ed.), p. 435, ll. 23-26 states, "In any case, if the nominating committee has for any reason failed to make its report at the appropriate time, this does not prevent the assembly from proceeding to nominations from the floor." In the circumstances you describe, nominations from the floor are clearly the way to proceed (although it is not the committee, but the chair, that would "call for nominations from the floor" -- see RONR [11th ed.], p. 453, ll. 18-25).

Certainly, based on your description of the bylaws -- which are in accord with RONR's statement that "a clause [in the bylaws] conferring on the president . . . power of appointment [of committees] should exclude the nominating committee," p. 495, ll. 26-28-- the president's appointment of the nominating committee was invalid. A point of order could be raised at the annual meeting to this effect. Were there to be a Board meeting before the annual meeting (special or regular), a point of order could be raised then, and when either the chair ruled it well taken, or, if he ruled the other way, an appeal overturned the ruling of the chair, the Board could proceed to elect members by any of the methods (a), (, or (e) described on pages 492-97.

Given the time constraints you describe, however, it sounds as though the most practical solution is simply to proceed to nominations from the floor at the annual meeting. Since the nominating committee apparently cannot agree on any nominations anyway, the question of conflict will not arise. (Even though the nominating committee was invalidly appointed, if it did have nominations to propose, any of its members -- or anyone else-- could validly make from the floor the nominations it intended to make as a committee. In such a case it might nevertheless be worthwhile to raise the point of order about the invalidity of its appointment with a view to reducing the weight that the organization's members might otherwise give to its recommendations.)

With regard to your question of whether -- assuming the president DID have power to appoint the committee -- it was improper to include his wife, nothing in RONR could be cited to preclude this. The closest thing is the provision on page 407, lines 21-31 which says that a member "should" not "vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization" but even in such a case "no member can be COMPELLED to refrain from voting in such circumstances." (Emphasis added.)

[Burke Balch]

In the last line, second paragraph of my previous post, instead of an emoticon there should be the letter "b".

[Sean Hunt]

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Unless your rules say otherwise, the chair must call for nominations from the floor when conducting the election. Additionally, if the election is done by ballot, write-in votes are permitted.

SORRY, I was not clear. I meant how does the Board of Directors appoint a nominating committee.

I'll defer to Mr. Balch's superior response here.

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If the election is required to happen at a specific meeting, it can't be simply deferred. The matter must be brought up, at which point it could be Postponed.

The annual meeting is in 3 weeks. Are you saying we are unable to ask for nominations from the floor? We must present a slate of officers or it should be posponed?

Quite the contrary. If the bylaws require the elections to take place at the annual meeting, then the matter must be brought up at the appropriate time. Once an election have been brought up (they must all be brought up individually in turn), a member can move the motion to Postpone the elections until the next meeting. If the assembly decides not to postpone an election, either because nobody moved a motion to Postpone or because it was voted down, then Mr. Balch's answer will again explain your situation.

[Genealib]

Thank you so much for your very concise answers.

When you refer to the "Chair", exactly who is that? If our nominating committee is illegal and we did not appoint a chair, then who is in charge? <g>

Below is from our bylaws:

The Board of Directors shall appoint a nominating committee composed of five (5) members at least six (6) months prior to each election. They shall submit a list of candidates to the Board of Directors 60 days prior to the annual meeting where they will be presented.

[Tim Wynn]

Thank you so much for your very concise answers.

When you refer to the "Chair", exactly who is that? If our nominating committee is illegal and we did not appoint a chair, then who is in charge? <g>

Below is from our bylaws:

The Board of Directors shall appoint a nominating committee composed of five (5) members at least six (6) months prior to each election. They shall submit a list of candidates to the Board of Directors 60 days prior to the annual meeting where they will be presented.

The chair, who would call for nominations from the floor, is the presiding officer of the meeting.

[Genealib]

So, that means the President who is the presiding office and also made the illegal appointment will be calling for nominations and is running again for President?? Do we have any other choice?

[Tim Wynn]

So, that means the President who is the presiding office and also made the illegal appointment will be calling for nominations and is running again for President?? Do we have any other choice?

See Official Interpretation 2006-2 at the following address:

http://robertsrules.com/interp_list.html#2006_2

However, there is no rule against a person presiding over an election in which he is a nominee.

[Rob Elsman]

So, that means the President who is the presiding office and also made the illegal appointment will be calling for nominations and is running again for President?? Do we have any other choice?

Make it an election issue. If the members are offended by what he did, they can vote him out of office by electing someone else.