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Guest Jim

Must nominations from the floor always be called for?

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Guest Jim

Dear Forum,

I sit on the Board of a non-profit whose bylaws stipulate that

"Except where otherwise specifically provided in these Bylaws, the current edition of Robert’s Rules of Order Newly Revised shall govern all procedural matters at all meetings of the Association, the Board, the Executive Committee and all committees."

but our bylaws specify our nominations procedures *only* for those positions which the general membership must fill (via mailed election); our bylaws are silent on the method by which the Board fills positions on those committees that are the Board's duty and prerogative to fill.

At issue is whether, absent explicit language in the bylaws, the Board may establish a policy in which to limit nominations to those members who had chosen to respond to a call for nominations (self-nomination), AND who had submitted the required information no later than the end of the announced deadline.

It has been suggested by a consultant that even despite such a deadline (and here I paraphrase),

The Board is (under RONR) obliged to call for nominations from the floor of the Board meeting and that, notwithstanding the Board's policy, any denial of a director to nominate a member (even one who did not respond to the call for applications), would be an infringement of the fundamental rights of members and therefore cannot be permitted without an explicit change to the bylaws
.

At the centre of the confusion may be something the Board may have mislabelled as its "Nominating committee" which assists, and makes recommendations, to the Board as follows:

  • it receives all the expressions of interest from responding members
  • it collates and organizes the information submitted by these individuals
  • it presents, to the Board, the full list of individuals who had responded
  • based on its review and deliberations, it makes recommendations to the Board as to which of the respondents may be best suited to fill the positions and, absent a clear preference, may propose that multiple applicants are equally qualified, or may propose the applicants to fall short of what is needed for the positions and accordingly that the Board approve to re-issue a call for applications, with an extension of the window of consideration

The Board believes

  • that it may, by general consent (absent objection from a director), fill the positions in accordance with the recommendations of its committee without having to call for nominations from the floor
  • that it must, in the event of objection by any directors, accept their motions (their "nominations") that [any other among those who responded] be considered, and also grant the director the opportunity to speak to their reasons, prior to resolution of the contested appointments by the method of a ballot vote, and
  • that the above procedures (its "policy") constitutes a Special Rule of Order, from which the Board may deviate (after suspension of this rule with a 2/3 vote) if the Board may desire to
    • nominate, consider, and perhaps appoint, someone who did not apply, or
    • decide to postpone to fill the positions, in order that more members can be invited to apply

but that

  • merely because the Board has adopted election by ballot as the method of filling positions, in those circumstances where not all directors are in agreement with the recommendations of the misnamed Nominating Committee, RONR does not obligate the Board to call for nominations from the floor and thereby open the floor to members who did not even respond to the call
  • the Board needs no special language in the bylaws to enable it to put in place Special Rules of Order that make it possible to limit consideration of who can be considered to be nominated and appointed to a position because
    • notwithstanding that, in my very first bullet, our bylaws state "Except where otherwise specifically provided in these Bylaws", RONR provides for itself to be superseded by Special Rules of Order which the Board may establish in relation to its conduct of business, and
    • that the procedures outlined above do not constitute a "violation or infringement of the fundamental rights of members" and
    • that the Special Rule of Order (policy) described may reasonably supersede the provision of RONR on page 435 lines 10 to 12 which would otherwise require that "After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for nominations from the floor."

Have I got it right? Or must approval of this Special Rule of Order be approved by the membership of the Society?

Thanks!

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I sit on the Board of a non-profit whose bylaws stipulate that

"Except where otherwise specifically provided in these Bylaws, the current edition of Robert’s Rules of Order Newly Revised shall govern all procedural matters at all meetings of the Association, the Board, the Executive Committee and all committees."

but our bylaws specify our nominations procedures *only* for those positions which the general membership must fill (via mailed election); our bylaws are silent on the method by which the Board fills positions on those committees that are the Board's duty and prerogative to fill.

At issue is whether, absent explicit language in the bylaws, the Board may establish a policy in which to limit nominations to those members who had chosen to respond to a call for nominations (self-nomination), AND who had submitted the required information no later than the end of the announced deadline.

It has been suggested by a consultant that even despite such a deadline (and here I paraphrase),

The Board is (under RONR) obliged to call for nominations from the floor of the Board meeting and that, notwithstanding the Board's policy, any denial of a director to nominate a member (even one who did not respond to the call for applications), would be an infringement of the fundamental rights of members and therefore cannot be permitted without an explicit change to the bylaws
.

At the centre of the confusion may be something the Board may have mislabelled as its "Nominating committee" which assists, and makes recommendations, to the Board as follows:

  • it receives all the expressions of interest from responding members
  • it collates and organizes the information submitted by these individuals
  • it presents, to the Board, the full list of individuals who had responded
  • based on its review and deliberations, it makes recommendations to the Board as to which of the respondents may be best suited to fill the positions and, absent a clear preference, may propose that multiple applicants are equally qualified, or may propose the applicants to fall short of what is needed for the positions and accordingly that the Board approve to re-issue a call for applications, with an extension of the window of consideration

The Board believes

  • that it may, by general consent (absent objection from a director), fill the positions in accordance with the recommendations of its committee without having to call for nominations from the floor
  • that it must, in the event of objection by any directors, accept their motions (their "nominations") that [any other among those who responded] be considered, and also grant the director the opportunity to speak to their reasons, prior to resolution of the contested appointments by the method of a ballot vote, and
  • that the above procedures (its "policy") constitutes a Special Rule of Order, from which the Board may deviate (after suspension of this rule with a 2/3 vote) if the Board may desire to
    • nominate, consider, and perhaps appoint, someone who did not apply, or
    • decide to postpone to fill the positions, in order that more members can be invited to apply

but that

  • merely because the Board has adopted election by ballot as the method of filling positions, in those circumstances where not all directors are in agreement with the recommendations of the misnamed Nominating Committee, RONR does not obligate the Board to call for nominations from the floor and thereby open the floor to members who did not even respond to the call
  • the Board needs no special language in the bylaws to enable it to put in place Special Rules of Order that make it possible to limit consideration of who can be considered to be nominated and appointed to a position because
    • notwithstanding that, in my very first bullet, our bylaws state "Except where otherwise specifically provided in these Bylaws", RONR provides for itself to be superseded by Special Rules of Order which the Board may establish in relation to its conduct of business, and
    • that the procedures outlined above do not constitute a "violation or infringement of the fundamental rights of members" and
    • that the Special Rule of Order (policy) described may reasonably supersede the provision of RONR on page 435 lines 10 to 12 which would otherwise require that "After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for nominations from the floor."

Have I got it right? Or must approval of this Special Rule of Order be approved by the membership of the Society?

I agree, based upon the facts presented, that the board may proceed with the proposed procedure for nominations. The committee is not misnamed, since it's primary duty - to recommend the candidates best-suited for the positions - is the duty of a nominating committee, but it seems clear that the board also permits nominations by mail (since members are asked to send in the nominations and the committee passes on all of these nominations to the board, not just those which it recommends). Nominations from the floor are not required when the assembly has already taken nominations by mail.

Additionally, the board is free to choose its method of nominations if the rules are silent (RONR, 11th ed., pg. 288, lines 8-12). Likewise, since the rules do not require a ballot vote, it is permissible for the board to elect the nominees proposed by the committee by general consent. I also concur that the procedures do not constitute a "violation or infringement of the fundamental rights of members."

I disagree that the board could adopt a special rule of order which could supersede the rule on pg. 435, lines 10-12. The board can adopt its own rules, but it cannot adopt rules which conflict with the rules of the society, including the parliamentary authority, unless authorized to do so by the society or the society's rules. So if the board permitted nominations only from the committee, then it could not do away with nominations from the floor. That would require a special rule of order to be adopted by the general membership. See RONR, 11th ed., pg. 486, lines 17-19.

Lastly, it is worth mentioning that if the board does proceed to a ballot vote, write-in votes for candidates who have not been nominated are in order. That is a fundamental right of membership and could only be prevented by a rule in the Bylaws. See RONR, 11th ed., pg. 439, lines 22-23.

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Guest Jim

Hi, a clarification and a question.

I characterized the committee as misnamed because rarely if ever has it originated, or even solicited, the nominees and so it had not in my view ever been the nominators of any preferred candidates. Rather, what it has been doing is to receive self-nominations and then, from among these, identified those among the nominees who were to be recommended or preferred among these nominees. I would concede though that, since it has the power to solicit and make nominations, it may be proper to call it a nominating committee in spite of the fact that, in practice, it seldom exercises its power to make a nomination.

Does the "fundamental right of membership" to write-in votes find its basis in a right of all who are casting votes to have the freedom to cast them for any member of the entire society? Shall this right of the individual, for example a Board director casting a vote during a meeting of the Board, supersede any limitations or qualifications stipulated in the terms of reference of a committee created by a Board majority?

If the answer is yes, is it meant to preserve a right to dissent from what a Board majority may have preferred (absent a grant of authority in the bylaws for such a preference by a mere majority to be binding)?

I could do with a clarification of the constraints on Boards to adopt their own special rules of order. I hope it's ok that I posted it as a separate question):

http://robertsrules....rules-of-order/

Thank you.

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I characterized the committee as misnamed because rarely if ever has it originated, or even solicited, the nominees and so it had not in my view ever been the nominators of any preferred candidates. Rather, what it has been doing is to receive self-nominations and then, from among these, identified those among the nominees who were to be recommended or preferred among these nominees. I would concede though that, since it has the power to solicit and make nominations, it may be proper to call it a nominating committee in spite of the fact that, in practice, it seldom exercises its power to make a nomination.

The key is that a nominating committee makes recommendations regarding the best candidates. How the nominating committee carries out that duty varies widely from organization to organization.

Does the "fundamental right of membership" to write-in votes find its basis in a right of all who are casting votes to have the freedom to cast them for any member of the entire society?

The members have the freedom to cast votes for any eligible candidate. Unless your rules provide otherwise, that's anyone - RONR does not even require that it be a member of the society.

Shall this right of the individual, for example a Board director casting a vote during a meeting of the Board, supersede any limitations or qualifications stipulated in the terms of reference of a committee created by a Board majority?

Yes.

If the answer is yes, is it meant to preserve a right to dissent from what a Board majority may have preferred (absent a grant of authority in the bylaws for such a preference by a mere majority to be binding)?

I believe that may be a reason for it, yes. See RONR, 11th ed., pg. 2, lines 1-3.

I wouldn't be too concerned about this, though. Note that I said if the board proceeds to a ballot vote. Since your rules are silent on the method of voting for these positions, the board may determine the method of voting. Currently it has been your practice to elect the recommendations of the nominating committee only by general consent, but this is not required. A majority vote would be sufficient.

I also realized that you've been talking about simply a "majority" a lot in this discussion about special rules of order... but actually, adopting a special rule of order requires a 2/3 vote with previous notice, or a vote of a majority of the entire membership without notice (of the board, in this case). There's often not much difference between the latter requirement and a majority vote in a small assembly, but it's still important to note.

Edited by Josh Martin

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