Nomination by Committee on steroids

[Guest Guest_Jim]

Dear Forumflash,

RONR is our bylaws-designated parliamentary authority.

Our board has struggled to streamline the process of filling positions on committees by delegating, to a Nominations committee, much more than the customary task of assuring at least one candidate for each position.

The board has been having the Nominations committee receive *all* applications of interest and precluding, by resolution, subsequent consideration of any additional members who did not submit their application within the time allotted, after which the Nominations committee has been assigned to review the applications – and to supplement them by use of interviews but only in those cases deemed by the Nominations committee to so require – and to then make its recommendations to the board.

Individuals, principally directors, who had failed to apply in time have argued that they should nevertheless have the right to stand from the floor at the board meeting at which the appointment was to be decided, quoting in their defence RONR (11th ed), Section 46, p 435 lines 9-12

"Call by the Chair for Further Nominations from the Floor

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."

but my understanding is that the above is applicable only in the absence of special rules of order, such as a board's policy can succeed to be (RONR preamble pages 430-431 specifically p 431 lines 9-14).

Do a board's policies with respect to how it does business, where its procedures involve or affect ordinary members, have to be ratified by general membership?

Absent bylaw stipulations as to how nominations for committee positions fillable by the board shall be handled, are all members of the society owed a right to have made known to them, by the board, of all instances where these committee positions may come available and, where the bylaws are silent on the question of notice (of any window of time in which to be able to apply), is there a basis to require the notice to be any minimum amount no less than what the bylaws require for notice of general meetings… or is this whole line of consideration mooted by an entitlement of the board, as an assembly unto itself, to define special rules including any extent to which it is in any way obligated to inform the full membership of those positions available under the board's power to fill?

While a board can have its reasons to accept or reject (or amend) various kinds of recommendations made by various committees, it has been suggested that recommendations with respect to who to elect or appoint are "special" and so, if an example may help, where our Nominations committee recommended the following draft resolution pertaining to applicants A, B, C, D, E, F, G and H all of whom had conformed to the application requirements:

THAT the Board appoints A to the position of <position>

what options, apart from simple acceptance, would be in order for the board to pursue?

• the board will only have the basis to vary its decision if the Nominations committee, in addition to its final recommendations, did also supply to the board
  
  • all the raw data, and
    
  • the criteria that it used, and
    
  • the scoring on which it based its decision
    
  • and that only in this circumstance could the board have the basis to overrule Nominations by moving to amend and replace "A" with any among {B … H}
    

  [*]same as first bullet, except to argue that one cannot "amend a proposal as to who is to be appointed", and leaving no way to deviate from the motion except to defeat it and, by free election voted on within the board (by viva voce, or by ballot) to decide who fills the position

  [*]same as first bullet but with the added complication of arguing that each of {A, B, C, D, E, F, G, H} should be entitled to address the board directly in advance of or during its deliberations, notwithstanding either the impracticalities or the unfairness if, say, C and E would be directors present in the deliberation and also entitled to vote

Thanks!

[Guest Guest_Jim]

Reposting just the last part, since its formatting went rogue on me:

what options, apart from simple acceptance, would be in order for the board to pursue?

• the board will only have the basis to vary its decision if the Nominations committee, in addition to its final recommendations, did also supply to the board
  
  • all the raw data, and
    
  • the criteria that it used, and
    
  • the scoring on which it based its decision
    
  • and that only in this circumstance could the board have the basis to overrule Nominations by moving to amend and replace "A" with any among {B … H}
    

  [*]same as first bullet, except to argue that one cannot "amend a proposal as to who is to be appointed", and leaving no way to deviate from the motion except to defeat it and, by free election voted on within the board (by viva voce, or by ballot) to decide who fills the position

• same as first bullet but with the added complication of arguing that each of {A, B, C, D, E, F, G, H} should be entitled to address the board directly in advance of or during its deliberations, notwithstanding either the impracticalities or the unfairness if, say, C and E would be directors present in the deliberation and also entitled to vote
  

Thanks!

[Gary c Tesser]

My first, regrettably flippant-sounding, recommendation would be that the board would be struggling less if it struggled less.

But to proceed.

I'll assume that Guest_Guest_James (odd name; but I didn't pick it) has read on to the 480's. So I remind that "it is advisable ... for a board to be empowered to act for the society" (p. 481; do read the full sentence for details). And that "the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it (p. 482)." And that "such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above (p. 486; again, better go look at what's listed above)."

So, taking a few stabs:

First, three or so points about the board's adopting special rules of order that will govern procedures for filling committee positions that are filled by the board.

The board has been ... precluding, by resolution ...

I think it's clear that a simple main motion would not suffice to establish these policies (bottom of p. 17). Guest_Guest_James does not make it clear whether these policies, as special rules of order, were adopted properly (the reference in the middle of p. 16 to adopting them as resolutions might cause some confusion, with the requirements appearing a page and a half later. tsk tsk). If they were not, I would hazard that they are null and void (and if so, I'll venture that the organization is better off). But that might trickily involve p. 251, which I won't even look at at 5 in the morning.

On the other hand, the board can, indeed, adopt its own special rules that govern its own conduct, if they are adopted properly.

Thirdly,

Do a board's policies with respect to how it does business, where its procedures involve or affect ordinary members, have to be ratified by general membership?

I think we have established, no. Not where the board's policies govern the board itself, and where the general membership has established no conflicting, superseding rules. And the board's procedures always potentially affect the general membership, so that consideration is rather vaporous. (And I offer that most of those members are not ordinary.) (And this might be a misunderstanding of what ratifying does, according to Robert's Rules.)

Individuals, principally directors, who had failed to apply in time have argued that they should nevertheless have the right to stand from the floor at the board meeting at which the appointment was to be decided ...

Well, I think they're wrong. Special rules specifically have the function of superseding the (default) rules that the parliamentary authority provides.

but my understanding is that the above is applicable only in the absence of special rules of order,

My understanding too.

Absent bylaw stipulations as to ... under the board's power to fill?

I think we've answered this very impressive paragraph. (Neat job. How long did it take to write it, and to tweak out the kinks, except for any that are still there?) Yes? It's absent bylaw stipulations or as otherwise directed by the membership.

are all members of the society owed a right

No, they are owed no such rights, as they have granted them to the board -- unless they take them back.

mooted by an entitlement

Yes, all that stuff is mooted by the entitlement.

As to the reposted stuff.

C'mon.

The question is cluttered up with irrelevancies, distractions, and chaff. The board can do what it wants. The puffed-up Nominating Committee's puffed-up recommendations are only recommendations. (If there were something binding about them, there might be an interesting parliamentary question about what can be amended in a recommendation of a particular individual. In fact it still might be a tempting parliamentary question. But Guest_Guest_James, it's not one of yours.)

(Mooted by an entitlement. Mooted by an entitlement. Be running through my head all day. If I'm lucky, to the tune of "Walk Like an Egyptian.")

[David A Foulkes]

Gary, you're underpaid.

[Gary Novosielski]

Our board has struggled to streamline the process of filling positions on committees by delegating, to a Nominations committee, much more than the customary task of assuring at least one candidate for each position.

These are committees of the board, as distinct from officers of the society? It sounds unnecessarily complex for such a simple task.

The board has been having the Nominations committee receive *all* applications of interest and precluding, by resolution, subsequent consideration of any additional members who did not submit their application within the time allotted, after which the Nominations committee has been assigned to review the applications – and to supplement them by use of interviews but only in those cases deemed by the Nominations committee to so require – and to then make its recommendations to the board.

Nominations committees are typically used to formulate nominations for offices. I'm not sure what all this drama accomplishes in the case of a committee.

Individuals, principally directors, who had failed to apply in time have argued that they should nevertheless have the right to stand from the floor at the board meeting at which the appointment was to be decided, quoting in their defence RONR (11th ed), Section 46, p 435 lines 9-12

"Call by the Chair for Further Nominations from the Floor

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."

but my understanding is that the above is applicable only in the absence of special rules of order, such as a board's policy can succeed to be (RONR preamble pages 430-431 specifically p 431 lines 9-14).

Nominations from the floor are required when a nominating committee is used, unless your bylaws specify otherwise. But I doubt that applies here, because we don't seem to be talking about elections at all, but rather filling committees. The fact that you have called this committee to find committee members a "Nominating Committee" doesn't make it one. Nominating committees, of the type referred to in that rule, find nominees for office, are established by and report to the general membership, and should ideally be free from any meddling by the board in the election process of the membership.

That doesn't sound like what your "Committee Member Recruiting Committee" does. It appears that its function is simply to recommend to the board whom it should appoint to its committees. I don't see why any special rules would apply to it.

Do a board's policies with respect to how it does business, where its procedures involve or affect ordinary members, have to be ratified by general membership?

The board must operate within the bylaws, and has only such powers as the bylaws may provide, whether or not they involve "ordinary" members. So policies that grant the board additional powers don't exist. There's nothing to ratify, since the motion would not be in order to begin with. You should get used to the idea that the board is subordinate to and is granted such powers as it may have, if any, by the "ordinary" membership, unless provisions exist in the bylaws to the contrary.

Absent bylaw stipulations as to how nominations for committee positions fillable by the board shall be handled, are all members of the society owed a right to have made known to them, by the board, of all instances where these committee positions may come available and, where the bylaws are silent on the question of notice (of any window of time in which to be able to apply), is there a basis to require the notice to be any minimum amount no less than what the bylaws require for notice of general meetings… or is this whole line of consideration mooted by an entitlement of the board, as an assembly unto itself, to define special rules including any extent to which it is in any way obligated to inform the full membership of those positions available under the board's power to fill?

<Someone hand me a shovel!> Look, the board can appoint whatever committees OF THE BOARD that it wants. But it may not delegate power to these committees, and may or may not accept recommendations from them. In no case can the board exercise powers it does not have. it's really as simple as that.

While a board can have its reasons to accept or reject (or amend) various kinds of recommendations made by various committees, it has been suggested that recommendations with respect to who to elect or appoint are "special" and so, if an example may help, where our Nominations committee recommended the following draft resolution pertaining to applicants A, B, C, D, E, F, G and H all of whom had conformed to the application requirements:

THAT the Board appoints A to the position of <position>

what options, apart from simple acceptance, would be in order for the board to pursue?

Anything from ignoring them to adopting them in their entirety, and any sub-combinations of slicing, dicing, amending, as long as the board would have the power to do so in the absence of any recommendation from anywhere.

• the board will only have the basis to vary its decision if the Nominations committee, in addition to its final recommendations, did also supply to the board
  
  • all the raw data, and
    
  • the criteria that it used, and
    
  • the scoring on which it based its decision
    
  • and that only in this circumstance could the board have the basis to overrule Nominations by moving to amend and replace "A" with any among {B … H}
    

  [*]same as first bullet, except to argue that one cannot "amend a proposal as to who is to be appointed", and leaving no way to deviate from the motion except to defeat it and, by free election voted on within the board (by viva voce, or by ballot) to decide who fills the position

  [*]same as first bullet but with the added complication of arguing that each of {A, B, C, D, E, F, G, H} should be entitled to address the board directly in advance of or during its deliberations, notwithstanding either the impracticalities or the unfairness if, say, C and E would be directors present in the deliberation and also entitled to vote

That's essentially gibberish.

Thanks!

You're welcome.

[Guest Edgar]

<Someone hand me a shovel!>

Perhaps you don't need a shovel. Perhaps you simply need to stop digging.

[Guest JIm]

If it may help to say, my society is for a professional association of (I hesitate to say) doctors, and I am among some who think the problems accrue from having a Board with 38 directors of whom 2 are at the same time the Presidents and directors of arguably-competing societies (family doctors and specialists) each with their own bylaws and who have at times litigated against each other with respect to contracts with medicare.

My own bylaws include such problems as calling its annual general meeting a convention in spite of the annual meeting being a general meeting of the members themselves. We have no "delegates" to this "convention". This mistake is no doubt owed to the province/state having been divided into sixteen geographic areas, each of which has one to several "district delegates" who, in this district capacity, attend the meetings of board as around 32 of its 37 directors.

I concur there exists around me what some might call a morass. It does not help that the bylaws have incorporated provisions that set out how negotiation committees that deal with government (over contractual provisions of our medicare) are to be structured and populated.

The bylaws set out among other things Statutory committees, by which it intends committees whose terms the board is not supposed to vary, nevertheless it does if you count the board's creation of subcommittee appendages to the aforementioned, for which the board then creates terms of reference and populates with individuals not on the main committee. Or creating ad hoc committees to do part of the work of the main committee when members of the latter had too much work. Other Statutory committees include: Governance and Nominating, all (or all but one) of whose members are directors who see no problem with recommending, to the membership at their AGM -- and absent in my view the power to do so -- some non-director nominees to the Audit and Finance Committee with the result that rarely does an ordinary member permit themselves to be nominated from the floor; a Human Resources and Compensation Committee pertaining to the CEO and senior staff that is distinct from the Audit and Finance Committee; and three more Statutory committees including the aforementioned Negotiating committee that oversee certain matters to do with remuneration by government and policing of billings.

We also have standing committees created and overseen by the Board, a number of which attend to other interactions with government, some among these contractually jointly-defined with government, wherein my society appoints some (albeit constrained, in cases, by those overlapping family doc and specialist societies' granted rights of nomination).

The Governance and Nominating Committee processes, and makes the recommendations as to the filling of, all of those positions for which the board needs to approve.