Guest sec-li Posted October 12, 2021 at 03:08 AM Report Share Posted October 12, 2021 at 03:08 AM Hello fellow forum members, new here — so bear with me. Our nominating committee has recently met to select nominees for three (3) open trustee positions on our board. 4 candidates were vetted for interested and presented to the committee. Our bylaws construct a committee of 9 to put forward a list of nominees for open positions each year. This year we had 3 open positions, and 4 resumptions of office which carried over. 2 of the 3 nominees put forward are of great commitment and character to the group, the 3rd is someone who the majority feels is overwhelmingly under-qualified and not fit to serve. Our bylaws explicitly state that nominations cannot be made from the floor. As such, they provision nominations by way of a ballot with 10 members in good-standing to put forward an additional nominee for a ballot-cast election. Therefore, we'd have the 3 selected in committee + any additional nominees petitioned by 10 members. Our bylaws indicated that the report and slate from the committee must be presented to the board 1 month prior to elections. However, no additional procedure of acceptance, petition or motion to amend/reconvene is noted thereof/therein. SO, given the ultimate discretionary authority of a board, and it's members, as well as various points of order or motions to suspend rules — Would we have any formal opportunity to reject the nominating committees selection and ask them to reconvene? In addition, the chairperson of the nom committee is unilaterally appointed (per the bylaws) by our chairperson, as part of the motion/pettion sought above, the motioner can request the chairperson to reselect a new head of he nom committee as well — per my understanding. TLDR; nom committee has presented nominees for positions; however one is totally a joke. Committee has to present this slate before our board prior to the election. We do NOT allow nominations from the floor (no write in); however, DO offer a petition to add a nominee with 10 signatures needed. Question is: can we as a board decline the slate as presented and request the committee to reconvene as well as select a new chairperson to fundamentally re-guide the committee as it seems they failed to navigate the proper merits of candidacy which are defined as any member of the organization in good standing and of fitness to serve in the fiduciary responsibility of our operation. Can the board motion at any point prior to the elections for this comm to reconvene? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 12, 2021 at 12:19 PM Report Share Posted October 12, 2021 at 12:19 PM (edited) On 10/11/2021 at 10:08 PM, Guest sec-li said: SO, given the ultimate discretionary authority of a board, and it's members, as well as various points of order or motions to suspend rules — It is not correct that the board has "ultimate discretionary authority." The board is bound by the organization's rules, and is subordinate to the general membership. There are limitations on the ability to suspend the rules. On 10/11/2021 at 10:08 PM, Guest sec-li said: Would we have any formal opportunity to reject the nominating committees selection and ask them to reconvene? No. Under the rules in RONR, the report of the nominating committee is not subject to approval or rejection. If members disagree with the committee's recommendations, the appropriate course of action is to nominate other persons. You say that your own rules "indicated that the report and slate from the committee must be presented to the board 1 month prior to elections. However, no additional procedure of acceptance, petition or motion to amend/reconvene is noted thereof/therein." Based on these facts, my conclusion would be that the presentation to the board is for information only. On 10/11/2021 at 10:08 PM, Guest sec-li said: Question is: can we as a board decline the slate as presented and request the committee to reconvene as well as select a new chairperson to fundamentally re-guide the committee as it seems they failed to navigate the proper merits of candidacy which are defined as any member of the organization in good standing and of fitness to serve in the fiduciary responsibility of our operation. Can the board motion at any point prior to the elections for this comm to reconvene? The board has no authority to decline the report of the nominating committee. The board could request that the nominating committee reconvene, although it will be up to the committee (and its chair) whether to grant that request. Additionally, since you say that "the chairperson of the nom committee is unilaterally appointed (per the bylaws) by our chairperson," this does mean the board's chair could appoint a new chair of the nominating committee "to fundamentally re-guide the committee." All of this could be done in the hope that the committee would choose to revise its own report. I would note, however, that the committee's decisions are ultimately determined by the committee itself (by majority vote), so replacing the chair alone may not change the committee's decisions. The chair will be just one member out of nine. I would also add that, while I take you at your word that the board wishes to take this action because it feels so strongly that one of the proposed nominees is someone "who the majority feels is overwhelmingly under-qualified and not fit to serve," the board's action in replacing the chair of the nominating committee immediately following the presentation of the committee's report is likely going to look extremely bad, and will likely be perceived as the board putting its thumb on the scale of the election. It could also set a precedent (in the general sense, not the parliamentary sense) that a board with less noble motives may pursue a similar action in the future if it simply does not like the nominees presented by the committee. I would strongly advise that you do not pursue this course of action and instead simply utilize the procedure in your bylaws to make additional nominations "by way of a ballot with 10 members in good-standing." If the majority of the organization feels as strongly about this matter as you suggest, obtaining that many members to nominate some other person should not be difficult. Edited October 12, 2021 at 12:25 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Guest li-sec (OP) Posted October 12, 2021 at 12:33 PM Report Share Posted October 12, 2021 at 12:33 PM Thanks Josh — I agree as well. Its frustrating really, but we have to abide in fairness and in respect of our rules. THANK YOU! Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 12, 2021 at 06:53 PM Report Share Posted October 12, 2021 at 06:53 PM On 10/11/2021 at 11:08 PM, Guest sec-li said: 2 of the 3 nominees put forward are of great commitment and character to the group, the 3rd is someone who the majority feels is overwhelmingly under-qualified and not fit to serve. Well, that is why elections are held. Those who are not fit to serve would, presumably, receive fewer than a majority of the votes cast, which is the number necessary to elect. Quote Link to comment Share on other sites More sharing options...
Guest sec-li (OP) Posted October 12, 2021 at 07:34 PM Report Share Posted October 12, 2021 at 07:34 PM On 10/12/2021 at 2:53 PM, Gary Novosielski said: Well, that is why elections are held. Those who are not fit to serve would, presumably, receive fewer than a majority of the votes cast, which is the number necessary to elect. Of course — but the issue remains that if we run through the ballot process (as no write-in or floor nominations are allowed) — we still run the risk of getting enough pull for the candidate we don't want. On the upside, the chairmen has elected to reconvene the Nominating committee to revote, under new rules and guidances — in addition, a minority petitioned the chairperson to do so based off of their experience in Committee — so, it will reconvene, at the agreement of the Nom. Comm.'s chairperson — to re-cast. Case solved. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 13, 2021 at 01:15 AM Report Share Posted October 13, 2021 at 01:15 AM (edited) On 10/12/2021 at 2:34 PM, Guest sec-li (OP) said: On the upside, the chairmen has elected to reconvene the Nominating committee to revote, under new rules and guidances — in addition, a minority petitioned the chairperson to do so based off of their experience in Committee — so, it will reconvene, at the agreement of the Nom. Comm.'s chairperson — to re-cast. Case solved. Well, you don't know that yet. They might still nominate this person. Or maybe this person will be nominated by petition. On 10/12/2021 at 2:34 PM, Guest sec-li (OP) said: no write-in or floor nominations are allowed Sounds like you should amend your bylaws. Edited October 13, 2021 at 01:17 AM by Josh Martin Quote Link to comment Share on other sites More sharing options...
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