Nominating Committee Question

[Guest Linda]

I have a question about a nominating committee situation.  Our board calls for a nominating committee of 5 people which is presented to the board by the president and voted upon.  That has occurred and the board approved our nominating committee.   As the nominating committee, we have to nominate to the board our recommendation for officers for the next years term as well as people to fill 3 positions on the board of directors that are opening up.  We have had 2 meetings.  During the meetings the conversation turned to considering one of the people on the nominating committee for one of the officer positions.  During the discussions of that person and that officer position we asked the nominating committee member in question to leave the room.  Some people on our board think that is not enough and that if we are considering that person we need to ask them to resign from the nominating committee and then have the board vote on a replacement person.  I don't see anything in Roberts Rules about how to deal with this potential conflict of interest except where they talk about motions etc and then they just say that when there is a conflict of interest the person does not vote - they don't even require them to leave the room.  I am hoping someone might be able to give me their insight/thoughts on this situation.  Thanks so much.  

[Joshua Katz]

The nominating committee may nominate one of its own members. That member need not leave the room, nor is it proper to ask them to resign from the committee. The member should not vote on the question because of a personal interest not in common with the others, but cannot be prevented from voting.

Edited to add: I think it's interesting that people worry about this (outside the corporate context, anyway). The nominating committee isn't making a final decision; there will be nominations from the floor and an election. No one seems to think it is a problem for a candidate for office to vote for themselves (in government elections, it's common to show them arriving to vote on tv; when I ran for office, I brought interested students with me, before school, to watch me vote for myself). So why do people think it is somehow more problematic when the nominating committee is involved?

Edited December 14, 2018 at 12:03 AM by Joshua Katz

[Richard Brown]

Agreeing with Mr. Katz, you might find the following language on page 433 of RONR authoritative:  "Members of the nominating committee are not barred from becoming nominees for office themselves. To make such a requirement would mean, first, that service on the nominating committee carried a penalty by depriving its members of one of their privileges; and second, that appointment or election to the nominating committee could be used to prevent a member from becoming a nominee."

[Guest Linda]

thanks so much for your wonderful comments.

 

[Guest LIH]

We have an explicit provision that prevents the nominating committee from naming one of their own. Instead members may run by petition (though they’d be running against the nom comm’s nominee). 
 

Our nom comm also names replacements for vacant board seats, with no ratification required, to serve until the next election. There’s no restriction on whom they may name, other than member in good standing. 
 

Does it seem proper for nom comm to appoint one of their own members?

[Guest LIH]

 

We have an explicit provision that prevents the nominating committee from naming one of their own. Instead members may run by petition (though they’d be running against the nom comm’s nominee). 
 

Our nom comm also names replacements for vacant board seats, with no ratification required, to serve until the next election. There’s no restriction on whom they may name, other than member in good standing. 
 

Does it seem proper for nom comm to appoint one of their own members?

[Weldon Merritt]

Guest LIH, please post your question as a new topic. This thread is more than two years old!

[Guest Puzzling]

Please start a new post with your new question.