Vacancies of the Board

[Guest Linda J]

 A three year trustee has announced that at the end of his second year,coming up in November, he will resign. Our Nominating Committee is busy working on a slate to fill vacancies for expired terms. Wouldn't they put this vacancy up for election also at the time of our Annual Meeting in December. The new board starts in mid December.

 

Our Bylaws state:

 

In the event of a vacancy on the Board, the Board may fill this vacancy until the next annual meeting, unless otherwise provided for under these Bylaws.

 

There is no provision mentioned elsewhere. Some members think that the President and Board can fill this spot after the election. I believe the membership should vote on this slot at the annual meeting. Is this correct?

[Gary Novosielski]

I believe that the only reasonable interpretation is to assume that limiting the term of a replacement appointee until the next annual election means that at that time, the seat will be up for election (for a full term or the unexpired remainder of the term as appropriate).  The appointee may be nominated to succeed himself, but he may have competition at that point.

 

Since your bylaws give the Board (the President isn't mentioned) the power to appoint someone, they may do so prior to the annual meeting, but if they don't they will have missed their chance, and the seat will be up for election anyway.  Their authority to appoint will expire at the time of the next election, if the vacancy occurred prior to that time.

[Guest Linda J]

I believe that the only reasonable interpretation is to assume that limiting the term of a replacement appointee until the next annual election means that at that time, the seat will be up for election (for a full term or the unexpired remainder of the term as appropriate).  The appointee may be nominated to succeed himself, but he may have competition at that point.

 

Since your bylaws give the Board (the President isn't mentioned) the power to appoint someone, they may do so prior to the annual meeting, but if they don't they will have missed their chance, and the seat will be up for election anyway.  Their authority to appoint will expire at the time of the next election, if the vacancy occurred prior to that time.

Ok...a little confused. Here is the time line. Nominating committee just asked all board members if they will return. One has declined. Nominating committee will present slate to Board at October 20th meeting for approval to send out to Membership 30 days before annual meeting...say November 9th for December 9th. We are only voting on the three year trustee positions. Shouldn't we put a name up to fill his remaining one year of three year position so the membership can decide rather than wait tip after election for Board to appoint?

[Timothy]

The nominating committee should, but even if they don't, as far as RONR is concerned, the membership can (and should) elect someone to fill that position anyway. Once it is filled, there is nothing left for the board to do. But it does appear the board can put someone in that position who will serve until December 9.

[Guest Linda J]

The nominating committee should, but even if they don't, as far as RONR is concerned, the membership can (and should) elect someone to fill that position anyway. Once it is filled, there is nothing left for the board to do. But it does appear the board can put someone in that position who will serve until December 9.

I guess the real question is...when is his term over if he says not coming back for third year. Is it at his last Board meeting in November or at our first Board meeting in December. And if it is after his last meeting in November on the 15th, I guess it is too late for the slate which is mailed out on November 9th. Therefore the board must appoint someone after the election for one year.  Did I answer my own question correctly?

[Timothy]

Generally, a year goes from annual meeting to annual meeting. Since he has already submitted his resignation, there's every reason for the nominating committee to nominate someone to fill the vacancy.

[Richard Brown]

Ok...a little confused. Here is the time line. Nominating committee just asked all board members if they will return. One has declined. Nominating committee will present slate to Board at October 20th meeting for approval to send out to Membership 30 days before annual meeting

Why is the nominating committee sending its slate of nominees to the Board for Board approval before presenting the names to the general membership?

[Guest Linda J]

Why is the nominating committee sending its slate of nominees to the Board for Board approval before presenting the names to the general membership?

Actually, it's just to make sure it is done on time.

 

Nominations by the Nominating Committee must be filed and ready by the Nominating Committee at the meeting of the Executive Board two (2) months prior to the election, and notice of said nominations must be mailed to the Congregation at least one (1) month prior to the election. 

[Guest Linda J]

Generally, a year goes from annual meeting to annual meeting. Since he has already submitted his resignation, there's every reason for the nominating committee to nominate someone to fill the vacancy.

Thank you...that makes sense.

[Gary Novosielski]

I guess the real question is...when is his term over if he says not coming back for third year. Is it at his last Board meeting in November or at our first Board meeting in December. And if it is after his last meeting in November on the 15th, I guess it is too late for the slate which is mailed out on November 9th. Therefore the board must appoint someone after the election for one year.  Did I answer my own question correctly?

No.

 

The fact that the nominating committee has, or has not, nominated anyone for the vacant seat, or that the Board has or has not filled it, makes no difference.  The seat is still up for election at the annual meeting.  Knowing that this is the case, the nominating committee should put up a nominee for the seat.  

 

But if they don't, then just leave a space on the ballot for a name to be written in.  In fact, ALL positions should have lines for people to write in names.  Also, when the nominating committee's report is read at the meeting additional nominations from the floor will be in order.  

 

The board can't appoint anyone after the election, because their authority to appoint only applies to the time span that starts when the vacancy occurs, and ends at the next election.  

 

After the election, someone will have been elected.  Someone must be elected, or the election will not yet be complete.

 

Oh, and as Mr. Brown has inquired, where did the board get the extraordinary power to "approve"  nominees?   If true, that's a heck of a power grab.  Surely the nominating committee reports to the membership, not the board?

[Edgar Guest]

Why is the nominating committee sending its slate of nominees to the Board . . . ?

 

Slate? Really?

[Guest Linda J]

Slate? Really?

The Board isn't approving the slate. The committee is just presenting the slate to the Board to announce that there work is done on time and ready to be mailed out to membership.

[Guest Linda J]

The Board isn't approving the slate. The committee is just presenting the slate to the Board to announce that there work is done on time and ready to be mailed out to membership.

*their

[Edgar Guest]

The Board isn't approving the slate. The committee is just presenting the slate to the Board to announce that there work is done on time and ready to be mailed out to membership.

 

My point is that the report of the nominating committee doesn't constitute a "slate" (and Mr. Brown should know better than to use that word).

[Guest Linda J]

My point is that the report of the nominating committee doesn't constitute a "slate" (and Mr. Brown should know better than to use that word).

I believe he was just quoting me. What is the correct terminology?

[Richard Brown]

My point is that the report of the nominating committee doesn't constitute a "slate" (and Mr. Brown should know better than to use that word).

I used the term only because guest Linda used it... two or three times.  I was just quoting her.  See her posts 1, 3, and 12.   From her post No 3, which I was referring to in my comment that you posted:  "One has declined. Nominating committee will present slate to Board at October 20th meeting for approval to send out to Membership 30 days before annual meeting.."

 

It's her term, not mine.

[Guest Linda J]

I used the term only because guest Linda used it... two or three times.  I was just quoting her.  See her posts 1, 3, and 12.   From her post No 3, which I was referring to in my comment that you posted:  "One has declined. Nominating committee will present slate to Board at October 20th meeting for approval to send out to Membership 30 days before annual meeting.."

 

It's her term, not mine.

Please see #15.

[Edgar Guest]

I was just quoting her. . . . It's her term, not mine.

 

The point is, it's the wrong term. And if you were quoting her, quotation marks would have been appropriate.

[Timothy]

I believe he was just quoting me. What is the correct terminology?

The use of the word "slate" is considered bad form here because some people think it implies that everyone on the slate will be voted on as a block. Personally, I'm partial to it. (Don't tell anyone.) I see no harm in the nominating committee using that term internally, but some confusion could occur if that term is used when the nominations are made. At that time, they are just individual nominations.

[Richard Brown]

The point is, it's the wrong term. And if you were quoting her, quotation marks would have been appropriate.

Whatever.  Her quote was in a text box at the beginning of my comment.  Anybody who bothers to read it can see that I was responding to her quote.  I see absolutely nothing wrong with it and do not intend to change a thing or apologize because there is nothing to apologize for.  I'm not going to pick a poster's question or comments to pieces.  Stop being so picky and sarcastic and try instead being helpful to posters.  It might well be that her organization looks at it as a "slate".  I don't know.... and neither do you.  The issue you should have picked up on was her statement that the nominating committee was submitting its report to the Board for approval prior to submitting it to the membership.  THAT should have generated a great, big "WHAT???" from you... not the use of the word slate.

 

For what its worth, I am familiar with several groups that refer to their nominating committee's report as a "slate".  Contrary to what you might believe, it violates no rule.  If you don't like the word, don't  use it.  I don't generally use it either, in a parliamentary sense, but I can't say I never use it nor that I won't use it in the future.  But, again, in this case, i was quoting the original poster to make a much bigger point, i.e., that I was questioning why the nominating committee was presenting its nominees to the board for approval prior to submitting the names to the assembly. 

 

Instead, you want to get all hot and bothered by my using the word slate....when it wasn't even my term.

 

I agree with Mr. Fish's comment:  It should not be a big deal.

[Gary Novosielski]

And I'm still not sure if we know if the board really can approve the, er, list, of nominees.

Do we?

[Richard Brown]

The Board isn't approving the slate. The committee is just presenting the slate to the Board to announce that there work is done on time and ready to be mailed out to membership.

 

And I'm still not sure if we know if the board really can approve the, er, list, of nominees.

Do we?

 

I'm assuming, based on Linda's quote above, that the board is not exercising any "supervisory" power over the nominating committee and that the report is being submitted to the board for informational purposes only, but it is still a rather strange method of handling nominations.

 

Linda, does the board have any power over this list of names submitted to it by the nominating committee, such as the power to reject any of the names or to send the report back to the nominating committee for more work?  Why, exactly, is the report being submitted to the board first?  Does anything in the bylaws require it?  If so, why? What do you think the purpose is?