Board of Directors Nominees

[Guest Thomas]

Two candidates were selected by the nominating committee for the position of first vice president and presented for approval by the Board of Directors prior to being presented to the membership at the general membership meeting.  The candidates were both members of the Board of Directors and were not permitted to participate in the discussion or election.  Should the two candidates have been allowed to participate in the discussion and subsequent election?  Was the BOD out of order?

 

[Hieu H. Huynh]

Yes.

[Guest Who's Coming to Dinner]

To expand on the correct but ever-laconic response by Mr. Huynh, the candidates did not give up their rights to debate or vote simply by virtue of their candidacy. Furthermore, if their votes could have affected the result, then the election is void and must be repeated.

[Josh Martin]

3 hours ago, Guest Thomas said:

Two candidates were selected by the nominating committee for the position of first vice president and presented for approval by the Board of Directors prior to being presented to the membership at the general membership meeting.  The candidates were both members of the Board of Directors and were not permitted to participate in the discussion or election.  Should the two candidates have been allowed to participate in the discussion and subsequent election?  Was the BOD out of order?

What was the outcome of the vote? Additionally, is this regarding the vote by the board to “approve” the nominees or the actual election by the general membership? Has the actual election happened yet?

I am in complete agreement with the previous responses that the board acted improperly. The answers to these questions, however, may help determine what (if anything) should be done about it now.

Edited May 9, 2018 at 10:12 PM by Josh Martin

[Guest Thomas]

The vote was a BOD vote to approve the slate of officers and directors chosen by the nominating committee prior to submitting the slate to the general membership at the annual membership meeting in June.  The nominating committee chose two candidates for the office of First Vice President.  The President of the organization directed the Board of Directors to decide which of the two nominees would be presented to the membership.  It was at that point that the two candidates were asked to leave the board room while discussion and a vote was taken to select one of the two candidates.  It occurs to me now that perhaps both candidates should have been presented to the general membership for election rather than the BOD.

[Guest Who's Coming to Dinner]

That really depends on what your bylaws say about the board's power to approve nominees. But I will repeat: if these two banished members could have changed the outcome had they been permitted to vote, then the decision is null and void because their basic rights as board members were violated..

[Josh Martin]

13 hours ago, Guest Thomas said:

The vote was a BOD vote to approve the slate of officers and directors chosen by the nominating committee prior to submitting the slate to the general membership at the annual membership meeting in June.  The nominating committee chose two candidates for the office of First Vice President.  The President of the organization directed the Board of Directors to decide which of the two nominees would be presented to the membership.  It was at that point that the two candidates were asked to leave the board room while discussion and a vote was taken to select one of the two candidates.  It occurs to me now that perhaps both candidates should have been presented to the general membership for election rather than the BOD.

What, if anything, do your bylaws say about this procedure of the board deciding which nominations from the nominating committee shall be presented to the membership? As to the election at the membership meeting, do your bylaws prohibit nominations from the floor? Do they prohibit write-in votes?

[Guest Thomas]

(a) The nominating committee is formed each year to make recommendations to the Board of Directors and to the Association membership of candidates for the election of Officers and the Board of Directors of the Association.  The committee is not limited to propose only one candidate for each position and committee members are not excluded from nomination.

(b) Respecting Article II, Section (a); the committee shall consist of the Immediate Past President who shall chair the committee  and at least two Directors of the Association in good standing chosen by the Board of Directors by such method as the Board shall choose.

(c) The committee shall present the approved list of nominated candidates for Officers and the Board of Directors to the Association membership at least thirty (30) days in advance of the election at the Annual Meeting. In lieu of written publication, proper notification may be served by posting the approved list of nominated candidates on the web site of the Association.

[Guest Thomas]

(g) Procedure and debate at all meetings of the Association shall be in accordance with "Roberts Rules of Order Revised"; in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

[Gary Novosielski]

The committee apparently reports to the membership, and I see nothing that gives the Board the authority to approve or disapprove of the choices proposed by the committee.

After the committee gives its report at a membership meeting, the chair must call for additional nominations from the floor.

[Josh Martin]

3 hours ago, Guest Thomas said:

(a) The nominating committee is formed each year to make recommendations to the Board of Directors and to the Association membership of candidates for the election of Officers and the Board of Directors of the Association.  The committee is not limited to propose only one candidate for each position and committee members are not excluded from nomination.

(b) Respecting Article II, Section (a); the committee shall consist of the Immediate Past President who shall chair the committee  and at least two Directors of the Association in good standing chosen by the Board of Directors by such method as the Board shall choose.

(c) The committee shall present the approved list of nominated candidates for Officers and the Board of Directors to the Association membership at least thirty (30) days in advance of the election at the Annual Meeting. In lieu of written publication, proper notification may be served by posting the approved list of nominated candidates on the web site of the Association.

Based on the facts presented, it does not appear that the board has any role in “approving” the report of the nominating committee. As such, both candidates should be reported to the general membership.