Nominations Committee

[wwdslovene]

Our Board just recently passed a total revision of its formerly existing bylaws. They were approved

by a unanimous vote of the board (16 people being present, with 3 excused absences. Our fiscal

year runs from October 1 to September 30 as do all officer positions.

It was decided to accompany the revision with a proviso that all elected officers (V-P's of membership, social, marketing, etc.) and the members of their respective commiittees remain in place until September 30. Their successors will be elected in July and occupy the various offices

on October 1 in order to provide as smooth a transition as possible.

The chair of the nominations committee under the new bylaws is not a V-P position, and it meets

year round to solicit new members to the board and to fill any vacancies which might occur among officers. Its current chair was appointed by the president, and that person has four additional people on the committee (legal under our old bylaws).

The new bylaws call only for nominations, including self-nominations, from the floor until all five positions have been filled. (The president no longer plays any role). The committee then meets

and elects its chair. So it has now been argued that the (still existing and functioning) committee

now must be disbanded and nominations be made to create a new committee (possibly the same

five people might be nominated and re-group).

The proviso specifically omitted the nominations committee, and we feel that it cannot be extended

to it "by implication". That won't fly.

The author of the proviso feels that the nominations committee must disband and be re-formed.

I cannot find any guidance in Robert's as to how this can be accomplished gracefully without upsetting the apple cart and telling a functioning committee that it is illegal.

Help! Help! Advice........

[Guest Edgar]

Our Board just recently passed a total revision of its formerly existing bylaws.

The most obvious question is whether your board is authorized to amend the (not "its") bylaws. It's certainly possible but, perhaps, not likely.

The answer to your other question depends on the precise language of the existing bylaws, the adopted amendment, and the accompanying proviso, none of which has been provided (which should not be construed as an invitation to post them here).

Bjnmay

[wwdslovene]

Thank you so much for your reply, Edgar. Here is the complete (and brief) priviso:

"It is moved that all current Officers of the Board retain their elected positions and titles until September 30, 2012, in order

to provide an orderly management transition under the Revised Bylaws."

It was passed unanimously.

The article on the nominating committee is rather long, so I shall quote those sections which I think are relevant to the

immediate issue:

"At the October meeting of the Board, the President shall call for nominations from the floor for five eligible members of

the Board. Additional nominations, including self-nominations, shall be solicited from the floor. Voting shall be by ballot.

Those persons with the highest number of votes shall constitute the Nominating Committee until the following September

30th. Balloting shall continue until candidates are chosen."

The article goes on to say that" "Once elected, the members of the Nominating Commitee shall meet and elect its Chair."

So, I repeat that the issue here is that with the above now in effect, we have a working committee whose chair was

appointed by the president as were most of its members under the old bylaws. The passage of the revised bylaws

stipulated that the new bylaws go into effect immediately.

So, can the old committee continue to exist, or must it be disbanded and a new committee formed immediately since

the work of this committee is urgent and immediate?

[David A Foulkes]

The answer to your other question depends on the precise language of the existing bylaws, the adopted amendment, and the accompanying proviso, none of which has been provided (which should not be construed as an invitation to post them here).

Well, I can't say you didn't try!