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Nominating Officers versus Directors

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We have a 15 member Board of Directors for a social service non-profit. We are dedicated to best practices and want to be sure we do things right as we are growing our Board and organization.

Here is where I am confused... Our Board is getting ready to go through a nominating process for our Directors and Officers (Pres, VP, etc as outlined in our Bylaws). Our Bylaws state that the Executive Committee is charged to "set the slate of officers". Problem is our Bylaws have on Article for Officers and a totally seperate Article for Directors. No where in our Bylaws does it refer to a Director as an Officer. So we are trying to determine who is responsible for nominating the Directors. I read throught the 11th ED and it refers to Directors under the Officers section, so I am wondering if the Executive Committee would be the ones to nominate Directors as well, even though they are not refered to as officers in the Bylaws (and in fact have their own Article in the Bylaws).

A BIG thank you for anyone who can help us ensure our nominating process is correct based on Roberts Rules and our Bylaws!

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Guest Edgar

Our Bylaws state . . .

The proper interpretation of your bylaws requires reading them in their entirety, something that's beyond the scope of this forum.

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Your bylaws will determine the answer to your question. See RONR (11th ed.), pp. 588-591 for Some Principles of Interpretation.

Note that RONR says directors should be classed as officers, but that doesn't mean your organization has done so in its bylaws. See RONR (11th ed.), p. 572, l. 23.

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Thanks, so am I correct from a theoretical standpoint it is possible for a Director not to be an Officer?

Anything is possible with bylaws.

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Yes, that is what I thought. So if the Articles and Bylaws are completely silent on the nomination process of Directors, what would you recommend from as a parliamentarian? Funny, we are in central florida, too, so I even checked the State statute but it, too, is silent on nominations. Really appreciate your input!

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Guest Edgar

So if the Articles and Bylaws are completely silent on the nomination process of Directors, what would you recommend from as a parliamentarian?

I'd recommend you go with the RONR default and accept nominations from the floor at a meeting of the body that will do the electing.

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I'd recommend you go with the RONR default and accept nominations from the floor at a meeting of the body that will do the electing.

...And if the body really wants a nominating committee I don't see why they couldn't task the Executive Committee to take care of the Directors as well.

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Guest Edgar

...And if the body really wants a nominating committee I don't see why they couldn't task the Executive Committee to take care of the Directors as well.

Except that the executive committee presumably includes the president and, as we know, RONR says the president should have nothing to do with the nominating committee.

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Except that the executive committee presumably includes the president and, as we know, RONR says the president should have nothing to do with the nominating committee.

True, but the same can be said about the EC nominating the officers which would include the President as well. Maybe the body could name everyone on the EC but the President to serve on the committee. :)

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Yes, that is what I thought. So if the Articles and Bylaws are completely silent on the nomination process of Directors, what would you recommend from as a parliamentarian? Funny, we are in central florida, too, so I even checked the State statute but it, too, is silent on nominations. Really appreciate your input!

I think it's important to note that each members has a right to make nominations, so a nominating committee is not essential to the process.

RONR even says, "After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor . . . 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." See RONR (11th ed.), p. 435, ll. 10-12 & ll. 23-26.

Also, members are permitted to nominate themselves (commonly referred to as volunteering), which may help move matters along if there is a hesitance from the membership to nominate others.

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Excellent! So, now looking foward and at "best practices", do you think we ought to amend our Bylaws to add slating Directors to the duties of Exec Comm (already slate officers) and then amend to exclude President OR have the Board establish a separate committee for nominations and other governance matters which possibly includes Exec Comm members? If there are pros or cons, it would be great to hear. Again, we want to be sure we are a best practices org...really can't thank each of you enough for taking your time to share your thoughts!

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Excellent! So, now looking foward and at "best practices", do you think we ought to amend our Bylaws to add slating Directors to the duties of Exec Comm (already slate officers) and then amend to exclude President OR have the Board establish a separate committee for nominations and other governance matters which possibly includes Exec Comm members? If there are pros or cons, it would be great to hear. Again, we want to be sure we are a best practices org...really can't thank each of you enough for taking your time to share your thoughts!

Yes, I think your organization should amend its bylaws to add clarity to the process.

The common practice is to appoint a nominating committee with the duty of nominating candidates for the offices to be filled, which works well for most organizations.

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Guest Edgar

. . . do you think we ought to amend our Bylaws to add slating Directors to the duties of Exec Comm (already slate officers) and then amend to exclude President OR have the Board establish a separate committee for nominations and other governance matters which possibly includes Exec Comm members?

Well, I think you should stop using "slate" as a verb . . . and then stop using it altogether.

Then, as Mr. Wynn suggests, you should consider the "common practice" of appointing a nominating committee as outlined in RONR's sample bylaws. Preparing a list (not a "slate") of nominees should be its sole responsibility, not "other governance matters".

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I got it! Really appreciate the lending of your expertise. Not sure, though, why Guest..Edgar, there should be no use of the word "slate" allowed?!? It is in the Oxford Dictionary as a noun and verb as I used it,

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Guest Edgar

Not sure, though, why Guest..Edgar, there should be no use of the word "slate" allowed?!? It is in the Oxford Dictionary as a noun and verb as I used it,

Well, just as a general rule, excessive verbification should be avoided but, specifically, none of those uses as a verb (as far as I could tell) are the way you're using it as a verb (the first meaning, for example, as a verb, is to cover a roof with slate tiles). In any case, my objection to its use as a verb (the way you're using it) is secondary to my objection to its use in the context of the report of a nominating committee. The problem (which arises on this forum from time to time) is that the use of the word "slate" may mislead some members into thinking they need to vote for the "slate" as a whole when, in fact, they're free to vote for some or all or none of the candidates selected by the nominating committee.

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I got it! Really appreciate the lending of your expertise. Not sure, though, why Guest..Edgar, there should be no use of the word "slate" allowed?!? It is in the Oxford Dictionary as a noun and verb as I used it,

What Edgar was saying is that it's important for everyone in the process to understand that a nominating committee nominates individuals, not an inseparable group.

I don't know how verbs got involved. As far back as I've known him, he has hated the word slate, regardless of its form. And for just as long, I've agreed with him on that point. :)

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do you think we ought to amend our Bylaws to add slating Directors to the duties of Exec Comm (already slate officers) and then amend to exclude President

I don't know how verbs got involved.

Snuck in through the verbal noun "slating". (If a ticket is used instead of a slate, are the nominees ticketed?)

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