Guest Teresa D Posted October 6, 2020 at 07:28 PM Report Share Posted October 6, 2020 at 07:28 PM A disagreement has come up between my organizations Nominations Committee and its Executive Committee as to which has the final say over the nominees to be included on our annual election ballot. Let me begin by saying that the Nom Cmte has adhered to the bylaws and the policy and procedure manuals. I am serving on a 3-person Nominations Committee to which I and one other member were elected by the membership. The third member is a director who was appointed by the Executive Committee (made up of the 4 officers), with the approval of the Board of Directors. The Nom Cmte elected its chair. We have 6 open board positions to fill. The nominations process is for the Nom Cmte to solicit recommendations for potential nominations from the entire membership and to inquire whether any incumbents, not term-limited, wish to run for reelection. Members may recommend themselves or another member may recommend them. Being recommended doesn't guarantee inclusion on the ballot. Criteria for nomination stated in the bylaws and the policy and procedures manuals are not detailed. The recommendations we received all met the criteria. We received 13 recommendations -- including 3 incumbents -- to fill the 6 director positions. We eliminated 2 leaving us with a possible slate of 11. The last 2 elections have had 12 nominees to fill 6 open director seats, so the number was reasonable. The procedure manual states that the Nom Cmte sends the list of potential candidates to president (copy to Executive Director) for review before finalizing slate, finalizes the slate, confirms with individuals on ballot and sends information to ED and Executive Committee. We sent our proposed slate to the president and ED. The response was the Exec Cmte directed us to remove 2 additional nominees and named the ones we were to remove. We were told all were qualified but the EC didn't think the 2 had enough board experience which is not a stated criteria. None of the EC members made any recommendations. None of the governing documents explicitly state that the EC has final approval of the ballot. The only person named to "review" the ballot is the President before it is finalized. FINALLY, my question is whether the Nom Cmte is free to reject the EC's directive? The Nom Cmte feels it is inappropriate for the EC to ask us to do this. The Nom Cmte chair and the president have discussed with no resolution so far. Any help would be greatly appreciated. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 6, 2020 at 07:50 PM Report Share Posted October 6, 2020 at 07:50 PM 18 minutes ago, Guest Teresa D said: A disagreement has come up between my organizations Nominations Committee and its Executive Committee as to which has the final say over the nominees to be included on our annual election ballot. Let me begin by saying that the Nom Cmte has adhered to the bylaws and the policy and procedure manuals. I am serving on a 3-person Nominations Committee to which I and one other member were elected by the membership. The third member is a director who was appointed by the Executive Committee (made up of the 4 officers), with the approval of the Board of Directors. The Nom Cmte elected its chair. We have 6 open board positions to fill. The nominations process is for the Nom Cmte to solicit recommendations for potential nominations from the entire membership and to inquire whether any incumbents, not term-limited, wish to run for reelection. Members may recommend themselves or another member may recommend them. Being recommended doesn't guarantee inclusion on the ballot. Criteria for nomination stated in the bylaws and the policy and procedures manuals are not detailed. The recommendations we received all met the criteria. We received 13 recommendations -- including 3 incumbents -- to fill the 6 director positions. We eliminated 2 leaving us with a possible slate of 11. The last 2 elections have had 12 nominees to fill 6 open director seats, so the number was reasonable. The procedure manual states that the Nom Cmte sends the list of potential candidates to president (copy to Executive Director) for review before finalizing slate, finalizes the slate, confirms with individuals on ballot and sends information to ED and Executive Committee. We sent our proposed slate to the president and ED. The response was the Exec Cmte directed us to remove 2 additional nominees and named the ones we were to remove. We were told all were qualified but the EC didn't think the 2 had enough board experience which is not a stated criteria. None of the EC members made any recommendations. None of the governing documents explicitly state that the EC has final approval of the ballot. The only person named to "review" the ballot is the President before it is finalized. FINALLY, my question is whether the Nom Cmte is free to reject the EC's directive? The Nom Cmte feels it is inappropriate for the EC to ask us to do this. The Nom Cmte chair and the president have discussed with no resolution so far. As a general matter, it would seem to me that if the nominating committee is (mostly) appointed by the membership, this means it reports to the membership and is not required to comply with requests from the Executive Committee, except to the extent that the bylaws provide otherwise. Ultimately, however, it seems to me this will involve interpreting the organization's bylaws. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 6, 2020 at 07:59 PM Report Share Posted October 6, 2020 at 07:59 PM I agree with Mr. Martin that interpretation of your rules is done by your organization. You've told us that the procedure manual states that the Nomination Committee finalizes the slate. If this is explicit and clear, then you should follow that rule. Do your bylaws say anything about the duties of the Nomination Committee? Quote Link to comment Share on other sites More sharing options...
Guest Teresa D Posted October 6, 2020 at 08:07 PM Report Share Posted October 6, 2020 at 08:07 PM 5 minutes ago, Atul Kapur said: I agree with Mr. Martin that interpretation of your rules is done by your organization. You've told us that the procedure manual states that the Nomination Committee finalizes the slate. If this is explicit and clear, then you should follow that rule. Do your bylaws say anything about the duties of the Nomination Committee? ARTICLE VII. NOMINATIONS, ELECTIONS, AND TERMS OF OFFICE Section 1. Nominations. A. Nominations Committee. The Nominations Committee shall make nominations for all offices for which elections are to be held. 1. The Nominations Committee shall ensure that all nominees are eligible for election. 2. The Nominations Committee shall ensure that the nominations for the Board of Directors are sufficient to maintain twelve (12) directors “at large” from the APG membership, in addition to the four (4) Executive Committee members. 3. Prior to preparing the voting ballot, the Nominations Committee shall issue a Call for Recommendations for Nomination. Recommendations shall be solicited from the membership. 4. The nominations committee shall strive to assure that the diversity of the nominations reflects the diversity of APG, as well as assuring that sufficient non-U.S. members, be nominated. Section 2. Elections. A. Balloting. The Nominations Committee shall prepare an electronic ballot for voting and assure that all eligible voters are informed. B. Teller. The most immediate past Chair of the Nominations Committee willing to serve shall be the Elections Teller and shall certify the election results. Quote Link to comment Share on other sites More sharing options...
Guest Teresa D Posted October 6, 2020 at 08:20 PM Report Share Posted October 6, 2020 at 08:20 PM 18 minutes ago, Atul Kapur said: I agree with Mr. Martin that interpretation of your rules is done by your organization. You've told us that the procedure manual states that the Nomination Committee finalizes the slate. If this is explicit and clear, then you should follow that rule. Do your bylaws say anything about the duties of the Nomination Committee? ARTICLE VII. NOMINATIONS, ELECTIONS, AND TERMS OF OFFICE Section 1. Nominations. A. Nominations Committee. The Nominations Committee shall make nominations for all offices for which elections are to be held. 1. The Nominations Committee shall ensure that all nominees are eligible for election. 2. The Nominations Committee shall ensure that the nominations for the Board of Directors are sufficient to maintain twelve (12) directors “at large” from the APG membership, in addition to the four (4) Executive Committee members. 3. Prior to preparing the voting ballot, the Nominations Committee shall issue a Call for Recommendations for Nomination. Recommendations shall be solicited from the membership. 4. The nominations committee shall strive to assure that the diversity of the nominations reflects the diversity of XXX, as well as assuring that sufficient non-U.S. members, be nominated. Section 2. Elections. A. Balloting. The Nominations Committee shall prepare an electronic ballot for voting and assure that all eligible voters are informed. B. Teller. The most immediate past Chair of the Nominations Committee willing to serve shall be the Elections Teller and shall certify the election results. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 6, 2020 at 08:21 PM Report Share Posted October 6, 2020 at 08:21 PM Seems quite clear to me 13 minutes ago, Guest Teresa D said: The Nominations Committee shall make nominations and 13 minutes ago, Guest Teresa D said: The Nominations Committee shall prepare an electronic ballot but I'm not a member and, as stated earlier, interpretation of your rules is done by your organization. Quote Link to comment Share on other sites More sharing options...
Guest Teresa D Posted October 6, 2020 at 08:23 PM Report Share Posted October 6, 2020 at 08:23 PM I apologize for the duplicate post. Quote Link to comment Share on other sites More sharing options...
T B Devine Posted October 6, 2020 at 08:38 PM Report Share Posted October 6, 2020 at 08:38 PM (edited) 24 minutes ago, Atul Kapur said: Seems quite clear to me and but I'm not a member and, as stated earlier, interpretation of your rules is done by your organization. The Nom Cmte chair has made a request to the president for an interpretation by the Parliamentarian. While the organization doesn't have a permanent Parliamentarian, it may consult with one as needed. Thank you for your responses. Edited October 6, 2020 at 08:46 PM by T B Devine Quote Link to comment Share on other sites More sharing options...
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