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Guest Jim

Nominations methods and requirements

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Guest Jim
Here is a clearer elaboration of a matter I had asked two years ago, about which my board remains confused.

 

I believe it has confused "nominations by mail" with "nominations by committee, supplemented by nominations from the floor".

 

Our bylaws specify a method of nomination only for our annual elections of officers and district positions, and are silent on methods to be utilized by the board in matters of


  • nominations to external organizations, and
  • committee positions that are the responsibility of the board to fill.

Our bylaws do further provide that a committee called the "Nominating Committee" (emphasis on the quotations) may make recommendations to the board with respect to these positions, but leaving the board free to accept or deviate from such recommendations and to elect, or appoint, individuals other than those recommended by the committee.

 

Our board has since adopted a policy (in the nature of a "standing rule") to advertise all such positions to the full membership, and requiring every member who desired to be considered to submit their self-nomination, along with information pertinent to the position, within the nomination window specified by the board.

 

These are then forwarded to the "Nominating Committee" who can then take into consideration all applications and, from among them, make a non-binding recommendation to the board as to who it might best appoint.

 

The board then

  1. entertains a motion to adopt the recommendations of the Nominating Committee en bloc, by unanimous consent, but
  2. in the case where two or more positions were recommended en bloc, to accept the intervening motion by any director to have one or more positions considered individually ("division"), and
  3. in the case where there is dissent from the recommendation of the Committee, to treat all members who had replied within the nomination-by-mail (fax, email) window as eligible to be elected, while
  4. providing that no nominations other than those received by the close of the nominations window shall be considered.
 

I concur with those who believe the above in order, on the basis that in the case of members who had not bothered or managed to reply within the window, denying their late nomination is not a denial of an individual member's rights.

 

Contrarian directors insist on an absolute right to nominate each other, when not themselves, "from the floor"  and citing from RONR, 11th ed., pg. 435, lines 10-13:

 

"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."

 

I think they are confusing the present case – in which nominations have already been taken by mail – with the altogether-different scenario referred to above in RONR, wherein "NOMINATION BY COMMITTEE" is required to be supplemented by nominations from the floor.

 

My questions:

 

  1. May the Board, having taken nominations by mail, resist having to accept nominations from the floor?
  2. If the Board's actual nominations policy requires nominations by mail to have been received by the stated deadline, may the directors who are present at a meeting of the board, in the absence of objection and even against objection, suspend their policy (rule) and decide – on the spur of the moment – to set it aside and capitulate to the nomination from the floor of anyone who should argue to deserve consideration?
 

I am hoping that the answer to my question (1) is "yes" and that the answer to (2) to is "no".

 

Does the forum agree? Thanks!

 

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If the Board were strictly using nominating ballots (not using the Nominating Committee) then nominations from the floor wouldn't be required though nominations could be reopened by a majority vote (RONR p. 437 ll. 3-7) in which case the possible choices wouldn't be limited to who were nominated by ballot. 

 

However, you all gummed up the works by adding a nominating committee into the equation.  I still probably would lean towards my above answer though.

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Mindful again of the last sentence in Portnoy's Complaint:

I have some ... oh Great Steaming Cobnuts.

 

(Numbering, considering #1 and #2 now devoted to Guest_Jim's questions -- disregarding the numbers assigned to the board's follow-up steps.)

 

3.  I may be asking for trouble.  But if you have the URL or even just the date of your previous discussion thread, some of us might be tempted to revisit it for background.

 

4.   You mention two aspects that your bylaws are silent about:  external organizations (whatever are they??) and "committee positions that are the responsibility of the board to fill."

 

Are you asking about the external organizations; or the committee positions, which seem to me not anyone's concern except the board's; or your "annual elections of officers and district positions"; or some or all of these?

 

5.  My answers to your two questions (no and yes) are predicated on my sneaking suspicion that your board is overly involved with the membership's elections of its officers (notwithstanding that these officers may well then serve on the board).

 

To Q. 1:  No -- the board has no such authority to restrict the rights of the members to nominate, unless your rules (which I haven't seen -- maybe you mentioned them two years ago)

 

To Q. 2:  Yes, because I see no authority granted to the board to restrict the rights of the membership -- nor, for that matter, do I see anything giving the board to set a deadline or establish a window in the first place.  I'm wrong if your organization has rules to the contrary that I haven't seen (or have overlooked, for the forest).

 

And I don't think I'm being particularly contrarian about this; nor, for that matter, do I think those board members of yours are, either.

 

6.  However, since you seem to say that the board is " free to accept or deviate from such recommendations and to elect, or appoint, individuals other than those recommended by the committee", it may be that the membership does no electing.  But the board adopted a policy "to advertise all such positions to the full membership" -- which would be pointless if the membership has no say.

 

Which is it?

 

(7.  Finally.  By the way, Jim, if you don't mind, what kind of spam-filter did you encounter when you posted?  I'm particularly asking about the assemble-the-object puzzle vs. sorting-fuzzy-pictures-by-category.  I'm starting a survey.)

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Guest Jim

Responding first to Gary's request for clarifications and aiming to not further confuse matters ...

 

(i) the forum tools give me no option for any list element itemizing, except a non-smart "1, 2, 3"

(ii) I was presented a fragmented rabbit to assemble, which I did to the satisfaction of the filter, but on choosing to preview my original post, I "lost credit" for having satisfied it. Even without having made changes, I could not post my question without assembling a second puzzle, which was a fragmented house. This posting required me to assemble a fragmented green cup and saucer.

(iii) I now wish I had omitted to identify the matters wherein my bylaws specify the method of nomination; those matters are not in question (thank goodness)

(iv) mine is a society of professionals; some external organizations invite our board to supply a member to one of their committees… these organizations include a non-parent umbrella organization or our profession, and also branches of government. My question extended to the board's decision-making process in supplying such persons, as well as in filling committees internal to my society

(v) the previous iteration of the question (which I had thought better than to include, but since you ask) is here

(vi) the observation about how boards sometimes complicate matters shall here bear no comment

 

 

Can the situation be looked at in the following way?

 

(a) Calling for nominations by mail, and including a deadline for reply, has the effect of closing nominations.

 

(B) Were it the case that the members of the board, between meetings of the board, would vote on the positions by mail – informed, or not, by any recommendations made by a committee – there would be, in effect, no means to re-open nominations and thereby add names to the ballot except, absent a bylaw provision to the contrary, by way of a write-in vote.

 

© But voting by mail is not the case. As the board votes on the recommendations, and more specifically the nominations, at a meeting of the board, it can be contended that the board has a duty and even if not the duty, the latitude to choose to reject the entire list of nominees if, for example, a majority of the board believed that persons other than those who had responded can best serve the needs of the positions.

 

But that it should still require a majority vote of the board to re-open the nominations received by mail, if the board wants persons who did not respond within the deadline to be considered for the positions?

 

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Since all that is done with the mail-in nominations is to forward them to the nominating committee, it seems to me that the nominations are being made for the nominating committee's consideration, not the board's. The board, which is a different body than the nominating committee, receives nominations from the nominating committee. And though we know that behind the scenes the nominating committee is receiving mail-in nomination from which it chooses its own nomininees, the nominations from the nominating committee are not mail-in, but rather of the kind that all nominating committees make. How the committee came to its decision is of no importance at this point.

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My questions:
 
  1. May the Board, having taken nominations by mail, resist having to accept nominations from the floor?
  2. If the Board's actual nominations policy requires nominations by mail to have been received by the stated deadline, may the directors who are present at a meeting of the board, in the absence of objection and even against objection, suspend their policy (rule) and decide – on the spur of the moment – to set it aside and capitulate to the nomination from the floor of anyone who should argue to deserve consideration?
 
I am hoping that the answer to my question (1) is "yes" and that the answer to (2) to is "no".

 

In my opinion, the answer to question #1 is "yes" and the answer to #2 is "yes," for the following reasons:

  • You have clarified that the board's rule is regarding situations where the bylaws are silent on the method of nomination and for positions which are elected by the board.
  • The board's rules essentially permit nominations by mail and by committee. In such a case, I don't think nominations from the floor are strictly required, as members have another method to submit nominations. The rule also specifically provides that no other nominations shall be considered.
  • Notwithstanding this, a rule regarding nominations is generally in the nature of a rule of order. Therefore, the rule may be suspended by a 2/3 vote.

But that it should still require a majority vote of the board to re-open the nominations received by mail, if the board wants persons who did not respond within the deadline to be considered for the positions?

 

A majority vote would normally be sufficient. Since the rule specifically provides that no other nominations shall be considered, however, I think a 2/3 vote is required to reopen nominations, as it constitutes a suspension of the rules.

 

Since all that is done with the mail-in nominations is to forward them to the nominating committee, it seems to me that the nominations are being made for the nominating committee's consideration, not the board's. The board, which is a different body than the nominating committee, receives nominations from the nominating committee. And though we know that behind the scenes the nominating committee is receiving mail-in nomination from which it chooses its own nomininees, the nominations from the nominating committee are not mail-in, but rather of the kind that all nominating committees make. How the committee came to its decision is of no importance at this point.

 

We are told, however, that the board is free to consider all of the nominations made by mail, not just the nominations that the nominating committee recommends.

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Guest Jim

Thank you, everyone. My current thinking:

  • unless the board can, and does, assign the power to appoint to its nominating committee, the board needs to ensure it can be aware of all who had responded to the call for nominations; and
  • the board also needs to be clear about
    • on what basis, and by what procedure, it shall concur with or dissent from the recommendations of its nominating committee; and
    • if it intends that the end-dates in its calls for nominations shall close nominations, then a re-opening of nominations at the board meeting should require
      • at least a majority vote, and not simply appeals by single directors as to their "rights" to nominate or be nominated, and
      • if the board desires, and established, a rule that nominations shall not normally be re-opened, then persons who had not answered the call for nominations would be unable to be added unless the board would first, by a 2/3 vote, re-open said nominations.

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