Need Advice - Nonprofit Property Owners Association - Nominating Committee

[Georgia Peach]

I am the chairperson of the nominating committee for our property owners association (over a thousand members).  I've tried to do background work by reading the bylaws, articles of incorporation, state law, and Robert's Rules.  I haven't been able to find as much information as I would like on rules and guidelines for a nominating committee.  In our situation, we have three members on the committee.  While we have tried our best to do things in a fair, unbiased, sensible manner, we are getting a lot of interference from the President and Vice President of the Board.  The Vice President refers to herself as the board member overseeing the elections process and is the one who met with us to go over general instructions.  We thought that, after that meeting, the VP would pretty much back away and leave the rest of the nominations process to the committee, but that is not the case.  The President has asked us to supply him with information that we feel should be confidential until appropriate to release.  Any advice would be appreciated.  Thank you.

[Guest Zev]

31 minutes ago, Georgia Peach said:

I haven't been able to find as much information as I would like on rules and guidelines for a nominating committee.

That is strange. There are 8 1/2 pages on the subject of nominations starting on page 430. Are you using the newest 2011 version of Robert's? If not, then get it.

33 minutes ago, Georgia Peach said:

we are getting a lot of interference from the President and Vice President of the Board. 

Exactly who established the nominating committee? The general membership, the board, or the president? In other words, what do the bylaws say about the nominating committee?

[Josh Martin]

4 hours ago, Georgia Peach said:

While we have tried our best to do things in a fair, unbiased, sensible manner, we are getting a lot of interference from the President and Vice President of the Board.  The Vice President refers to herself as the board member overseeing the elections process and is the one who met with us to go over general instructions.  We thought that, after that meeting, the VP would pretty much back away and leave the rest of the nominations process to the committee, but that is not the case.  The President has asked us to supply him with information that we feel should be confidential until appropriate to release.  Any advice would be appreciated.  Thank you.

The President and Vice President have no authority over the nominating committee unless your rules so provide.

[Georgia Peach]

Zev, I did look at the 2011 issue of Robert's.  I found a lot of information about nominations but not very much about nomination committees.  

Josh, I believe you, but do you know of anything in Robert's Rules or any other publication that I could print out to prove it?  Neither our bylaws nor other procedures state anything at all about them having any authority over the nominating committee.    

[Atul Kapur]

Take a look at Section 50: Committees. The provisions there apply to the nominating committee the same as all the others.

[Josh Martin]

10 hours ago, Georgia Peach said:

Josh, I believe you, but do you know of anything in Robert's Rules or any other publication that I could print out to prove it?  Neither our bylaws nor other procedures state anything at all about them having any authority over the nominating committee.    

The rules concerning committees are discussed in Section 13, which concerns the motion to Commit, and Section 50, which discusses committees.

There does not, however, need to be an explicit statement in RONR that the President and Vice President cannot do X. Rather, these officers have specific duties (defined in RONR, 11th ed., pgs. 448-458) and then specifically states that the President does not have further authority except as specified in the bylaws. This applies to other officers as well - I believe the President is singled out simply because this is the most common officer to go on a power trip.

“All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it. In some organizations, the president is responsible for appointing, and is ex officio a member of, all committees (with the exception of the nominating committee, which should be expressly excluded from such a provision, and with the further possible exception of all disciplinary committees; see pp. 579–80). But only when he is so authorized by the bylaws—or, in the case of a particular committee, by vote of the assembly—does he have this authority and status. As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present.” (RONR, 11th ed., pgs. 456-457)

So the burden is really on the President and Vice President to find the rule that supports their claimed authority.

Edited September 4, 2019 at 01:23 PM by Josh Martin

[Georgia Peach]

I have looked over the bylaws again, and the only thing I see that concerns me is this statement:  "The President shall be the Chief Executive Officer of this organization and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of this organization."  Would that be something that he could rely on to expect inclusion in every aspect, including the nominating committee.  I appreciate all your help and, hopefully, this will be my last question.

[Josh Martin]

18 minutes ago, Georgia Peach said:

I have looked over the bylaws again, and the only thing I see that concerns me is this statement:  "The President shall be the Chief Executive Officer of this organization and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of this organization."  Would that be something that he could rely on to expect inclusion in every aspect, including the nominating committee.  I appreciate all your help and, hopefully, this will be my last question.

No, in my view, this is not sufficient to grant the President the authority to instruct the nominating committee.

[Gary Novosielski]

1 hour ago, Georgia Peach said:

I have looked over the bylaws again, and the only thing I see that concerns me is this statement:  "The President shall be the Chief Executive Officer of this organization and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of this organization."  Would that be something that he could rely on to expect inclusion in every aspect, including the nominating committee.  I appreciate all your help and, hopefully, this will be my last question.

No.

In order for the president to be included in a committee ex-officio (automatically as president), the bylaws would have to say so explicitly.  Sample language when this is desired is:

"The president shall be, ex-officio, a member of all committees with the exception of the nominating committee."

RONR recommends that the president have nothing to do with the operation of the nominating committee.  But in your case, unless your bylaws authorize it which, from what we've seen so far, they don't, the president already has nothing to do with the nominating committee. 

Check your bylaws of course, but typically, the nominating committee is appointed by and reports to the general membership, not to any officers.  In that case, only the general membership can issue it any instructions.