Nominating Committee for special election

[Kristy]

Our Board's VP slot was vacated recently and our bylaws state that a nominating committee "presents a slate of officers (one per office) for nomination by vote of active members at 4th and final General Membership meeting."  This is in regards to regular, scheduled elections.  This is a special election however and the nominating committee was asked by the President to find someone to fill the vacancy.

 

They were having a hard time finding someone.  I told one of the committee members I would fill the slot if they couldn't find anyone (I'm a founding President and member in good standing).  Received an email yesterday from the committee member that she had decided to fill the slot herself but thanked me for my willingness to step up and offer to do it.

 

We have not yet had the elections.

 

Question #1:  Do they have to include me in their list of nominees to present to members?  That would be awkward for one of them.  If not, I guess I'll nominate myself from the floor at the meeting, which I don't really want to do.

 

Question #2:  Since our bylaws don't address special elections, can they present several names for this one office?

 

Question #3:  No notice was given to membership that this position was vacated.  Bylaws state nothing about vacancies.  What is legal about notice for elections according to RONR if any?

 

Question #4:  Should I approach entire nominating committee instead of that one member to indicate my desire to run for office or does it matter at this point?  From what I understand, I think I can and maybe should since their job isn't done until they report out to membership at an upcoming general membership meeting.  Not sure if she shared my intent with the others.

 

I'm a newbie and sorry if these questions seem too basic.  Thank you in advance!

[jstackpo]

In the order you asked.....

 

1)  Since the bylaws call for "one per office", it will be up to the Nominating Committee to make that selection.  If you can find a supporter/friend to nominate you from the floor, that might go more smoothly.  But there is nothing wrong with "self nomination";  it is commonly known as "volunteering", which sounds much better.

 

2)  That is probably a matter of interpretation of the bylaws, and that will be up to your association.  See p. 588.

 

3)  Yes - there MUST be a notice that there will be an election at the next meeting.  See p. 575, line 7ff.

 

4)  Sure, give it a shot.   You might change the committee's collective mind.

[Kristy]

Thank you! 

 

On Q3:  I didn't even think about that and very important point I'll make with the President.  I was asking in my clumsy way if they had to give notice that the VP position was vacated so that members could make their intentions to run known to the Nominating Committee?  Maybe it doesn't work that way with Committee and members have to wait to be approached by them and if not, they just have to volunteer to run at the meeting?

[Hieu H. Huynh]

... our bylaws don't address special elections...

 

...No notice was given to membership that this position was vacated.  Bylaws state nothing about vacancies...

 

It may be the case that the special election is not valid.

 

Is the special election being done at one of the regular membership meetings? How often are your regular meetings? Or is a special meeting being called in order to have a special election? Do your bylaws allow special meetings if this is the case?

[jstackpo]

Chances are, if the committee (or one of the officers) were required to announce that the committee was looking for nominees, that would be in the bylaws.  I presume it is not.

 

So the committee can do it's work in whatever manner it wishes  (presuming no other rules apply).

[Josh Martin]

Our Board's VP slot was vacated recently and our bylaws state that a nominating committee "presents a slate of officers (one per office) for nomination by vote of active members at 4th and final General Membership meeting." This is in regards to regular, scheduled elections. This is a special election however and the nominating committee was asked by the President to find someone to fill the vacancy.

I'm not sure it was appropriate for the Nominating Committee to get involved in this in the first place. In the ordinary case, the Nominating Committee ceases to exist after it makes its final report, so there would be no committee for the President to ask to take on this task. The organization could create a new Nominating Committee for this purpose, but it seems this was not done. Even if there was a Nominating Committee, the President is generally supposed to stay out of that committee's affairs.

Setting those issues aside for a moment, I'll try to tackle your questions.

Question #1: Do they have to include me in their list of nominees to present to members? That would be awkward for one of them. If not, I guess I'll nominate myself from the floor at the meeting, which I don't really want to do.

No, they do not. The Nominating Committee's job is generally to report the person who, in its opinion, is the best choice for the office. The Nominating Committee is not required to report the names of other individuals who have expressed interest in the position.

What exactly is it that you don't want to do? Do you not want to be nominated from the floor, or do you not want to nominate yourself? If the latter is your concern, find someone else to nominate you. If the former... well, I guess you're out of luck.

Question #2: Since our bylaws don't address special elections, can they present several names for this one office?

A Nominating Committee may present more than one nominee for an office unless the organization's rules provide otherwise, but this is fairly unusual and is certainly not required. (As noted, it may be a question of interpretation to determine whether your organization's "one nominee per office" rule applies to an election to fill a vacancy.)

Question #3: No notice was given to membership that this position was vacated. Bylaws state nothing about vacancies. What is legal about notice for elections according to RONR if any?

Notice must be provided of an election to fill a vacancy.

Question #4: Should I approach entire nominating committee instead of that one member to indicate my desire to run for office or does it matter at this point?

It can't hurt. The worst case is that the nominating committee sticks with this person, and then you're no worse off than you are now.

Thank you!

On Q3: I didn't even think about that and very important point I'll make with the President. I was asking in my clumsy way if they had to give notice that the VP position was vacated so that members could make their intentions to run known to the Nominating Committee? Maybe it doesn't work that way with Committee and members have to wait to be approached by them and if not, they just have to volunteer to run at the meeting?

All that RONR requires is that members be notified that there will be an election to fill the vacancy. The Nominating Committee can conduct its duties as it pleases in the absence of any rules or instructions on the subject.

[Richard Brown]

I concur with Josh Martin's comments and I'm glad he pointed out his concern with the nominating committee being involved in this process at all.  That is the point I was going to make until I saw that he made it.  But, now I guess I'm making it, too. 

[Gary Novosielski]

I agree that the nominating committee does not appear to be needed in this context.  Their job according to your bylaws appears to apply only to regular elections, not special ones, but you'll have to decide that for yourselves.

 

I would also like to clarify that the mandatory notice requirement applies to the election itself, not to the existence of the vacancy. That may be splitting hairs in some situations, but perhaps not in others.

[Kristy]

Thanks all for your comments.

 

Mr. Huynh:  If the special election is not valid, does that mean the office remains vacant or the membership nominates and votes in the replacement at a regular membership meeting according to RONR?  Yes, the election was to be held at a regular membership meeting, which we have about every 3 months.  Special meetings of committees may be called, but nothing about special membership meetings.  Those are stated as 4 general membership meetings a year in bylaws.

 

Messrs. Martin, Brown, Novosielski:  If nominating committee wasn't needed, what would RONR recommend in this case to fill a vacancy if there is nothing in bylaws to address special elections or vacancies*?  Would I make a point of order?  In bylaws, the nominating committee is appointed by the Executive Committee at the 3rd General Membership meeting.  This was not done, but rather ad hoc, which we have a provision for ad hoc committees being established by Pres as needs arise and they cease after no longer needed.  I interpret this as applying to nominating committees as well except for the fact that they were supposed to be appointed at 3rd membership meeting, but that was for the purpose of regular elections, not special elections.  Again, there are no provisions for special elections in bylaws only a brief mention about appointing a member to fill a vacancy*.

 

*All it says is "If a member is appointed to fill a vacancy, and she has served more than a year, it will be considered a full term."  "Appointed" makes me think that the Board does this without an election but there is nothing to elaborate on this in bylaws.  If this is the case, then that's even worse and I'll probably look the other way and go with the flow until I can make a move to propose amendments to the bylaws.

[Josh Martin]

If the special election is not valid, does that mean the office remains vacant or the membership nominates and votes in the replacement at a regular membership meeting according to RONR? Yes, the election was to be held at a regular membership meeting, which we have about every 3 months. Special meetings of committees may be called, but nothing about special membership meetings. Those are stated as 4 general membership meetings a year in bylaws.

Since the election is held at a regular meeting, it is valid, assuming that notice is provided of the election (as mentioned previously).

If nominating committee wasn't needed, what would RONR recommend in this case to fill a vacancy if there is nothing in bylaws to address special elections or vacancies*? Would I make a point of order? In bylaws, the nominating committee is appointed by the Executive Committee at the 3rd General Membership meeting. This was not done, but rather ad hoc, which we have a provision for ad hoc committees being established by Pres as needs arise and they cease after no longer needed. I interpret this as applying to nominating committees as well except for the fact that they were supposed to be appointed at 3rd membership meeting, but that was for the purpose of regular elections, not special elections. Again, there are no provisions for special elections in bylaws only a brief mention about appointing a member to fill a vacancy*.

*All it says is "If a member is appointed to fill a vacancy, and she has served more than a year, it will be considered a full term." "Appointed" makes me think that the Board does this without an election but there is nothing to elaborate on this in bylaws. If this is the case, then that's even worse and I'll probably look the other way and go with the flow until I can make a move to propose amendments to the bylaws.

Well, this is becoming quite complicated.

One thing at a time. If the bylaws are silent regarding vacancies, then they are filled by the same body which elected the position in the first place. There is not necessarily any need for a nominating committee - it could be handled entirely by nominations from the floor. Additionally, if the bylaws grant the board full power and authority to act in the name of the society between meetings of the society, then the board has the authority to fill vacancies even if this is not explicitly stated.

Your bylaws apparently grant the President the authority to create and appoint ad-hoc committees as needed, so I suppose this would include a nominating committee to make nominations to fill a vacancy. RONR recommends that an exception be made for nominating committees, but your bylaws do not appear to make such an exception.

This is further complicated because your bylaws are not entirely silent regarding vacancies, but what is in the bylaws is extremely vague. It refers to a member who is appointed to fill a vacancy, but it makes no reference to how the person is appointed. So it seems to me that this will ultimately be a question of bylaws interpretation. I'm quite disappointed in the suggestion that you might "look the other way" if the bylaws were inconvenient for you. I do not think, however, that the board making an appointment to fill the vacancy is the only reasonable interpretation of the bylaws as written. It may well still be the case that the membership fills vacancies.

Lastly, yes, a Point of Order would be the appropriate tool to point out any violations of the rules.

[Kristy]

Thanks, Mr. Martin, and thanks for checking me.  In a moment of weakness, I said I'd look the other way on the bylaws by not bringing it up to the Board, who doesn't read them anyway.  I'm dealing with a Board who doesn't follow bylaws of a non-profit of which I was Founding President and here I am doing the same thing.  Shame on me!  Please forgive.

 

Glad to know it is valid and will make sure the Pres knows to give notice.  I think I have good information here to plow ahead.

[Gary c Tesser]

... I'm quite disappointed in the suggestion that you might "look the other way" if the bylaws were inconvenient for you...

 

I don't think that's quite what he or she said, or what was implied by what he did say.

 

 

(I was going to write ".. or what what he said implied," but I suspect that most readers would not find it nearly as entertaining as I would.)

[Gary c Tesser]

Eh.  Hang me out to dry, why dontcha.  Leave me twisting  in the wind, why don'tcha.

[Kristy]

Just a follow-up:  After some checking about the bylaws I found out the President can appoint a vacancy.  Therefore, I called her to let her know this today and so I did the right thing and didn't look the other way!  Woohoo!  I have to learn to trust the process.  So, you all are right that the nominating committee wasn't needed after all in this instance. Caveat is that in the upcoming General Election, a "slate" will be presented by the nominating committee for each office and voted on by membership so this VP will have to run for President if she wants it.  I'll be running too.  Also, our Parliamentarian is on Board with helping to ensure bylaws are followed and correct RONR procedures moving forward as well as making some proposed amendments to the bylaws to make things crystal.

 

This is an extremely valuable forum and thanks for the guidance.  There's more work to do and so I'll probably be back with more questions.  It's comforting to know I can get them now that I found you.

[Edgar Guest]

 . . . a "slate" will be presented by the nominating committee for each office and voted on by membership . . . 

 

Well, not exactly. 

[Kristy]

Would "approved" be the word you're looking for? Otherwise I have no idea what you meant, sorry.

[Richard Brown]

Well, not exactly. 

Well, close enough for her purposes, probably.   Let's not get overly technical here.  I think, if you are going to say, "well, not exactly", it would be nice to follow through and give her some useful information and tell her what you mean and not leave her hanging. 

[Josh Martin]

Would "approved" be the word you're looking for? Otherwise I have no idea what you meant, sorry.

No, I think "slate" is the word Edgar is taking issue with.

The use of the word "slate" sometimes indicates that an assembly will be (improperly) taking a yes or no vote on the "slate" in its entirety, rather than (properly) having members vote for their candidate of choice for each position.

[Edgar Guest]

No, I think "slate" is the word Edgar is taking issue with.

Exactly. And I had no intention of leaving our guest hanging.

[Richard Brown]

No, I think "slate" is the word Edgar is taking issue with.

The use of the word "slate" sometimes indicates that an assembly will be (improperly) taking a yes or no vote on the "slate" in its entirety, rather than (properly) having members vote for their candidate of choice for each position.

Yes, the word "slate" is one of those words that Mr. Guest likes to take issue with.

[Richard Brown]

Exactly. And I had no intention of leaving our guest hanging.

But, you did....obviously!  

[Edgar Guest]

But, you did....obviously!

I did not. I hoped our guest would follow-up with a question and I trusted the regulars to respond. Which, not surprisingly, Mr. Martin did. Within five minutes.

[Kristy]

Wrong, Mr. Guest, I indeed was left hanging by your post, unfortunately.  After reading your vague post, I logged off for a couple of hours to attend a meeting and didn't know about the other posts.  Thanks to Mr. Martin and Mr. Brown for clarifying.  I'd appreciate direct answers in future without all the games.

 

For future, I'll be sure to use the word "slate" at every opportunity.

[Edgar Guest]

Wrong, Mr. Guest, I indeed was left hanging by your post, unfortunately.

 

Sorry about that. 

[Gary Novosielski]

Well, not exactly.

Well, if the bylaws actually say "slate" then maybe exactly. But we hope that was just a misquote of the actual bylaws.