conflict of interest

[Guest Catty]

1. Can there be a "conflict of interest" with any member that is put on the nominating committee (of 5) by the Board?

2. I am unclear on whether "conflicts of interest" or "perceived conflicts of interest" are even relevant under Robert's Rules. Do they matter?

We have a situation where there is the appearance to some that the Board has hired an attorney to benefit one member. The Board members won't show the attorney information to members and they have not shared it with all Board members, so we don't know what the letter contains but many are uncomfortable with the situation. This member, for whom the attorney seems to have been engaged, has now been appointed to the nominating committee of five people.

It seems obvious that this member will re-nominate the people on the Board, which would not really be problem by itself. She can nominates who she wants. The problem arrises when it seems that $5K has been spent to help this neighbor, and so there is the appearance to some like a quid pro quo - above and beyond choosing one's personal choice for the Board nomination - if this neighbor is allowed on the nominating committee. 

Can there be a conflict of interest on the nominating committee and what would people do about it if there was one? What would be the proper way to state an opinion to the Board about this matter, if that is even allowable or appropriate? Thank you. 

[Rob Elsman]

"Conflict of interest" is not a term used in RONR (12th ed.). It is more a term used with respect to public officials.

[Guest Cat]

That makes sense. There was an instruction video on Robert's Rules of Order where the teacher talked about it a lot. But I could not find it in the current version either. Thank you. 

[Josh Martin]

On 2/10/2023 at 8:09 AM, Guest Catty said:

1. Can there be a "conflict of interest" with any member that is put on the nominating committee (of 5) by the Board?

2. I am unclear on whether "conflicts of interest" or "perceived conflicts of interest" are even relevant under Robert's Rules. Do they matter?

RONR does not use the term "conflict of interest." RONR does, however, use the term "direct personal or pecuniary interest not common to other members of the organization."

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

I suppose it is conceivable that such an issue could arise in regard to a particular matter before the committee.

On 2/10/2023 at 8:09 AM, Guest Catty said:

Can there be a conflict of interest on the nominating committee and what would people do about it if there was one?

RONR does not use the term "conflict of interest." It is conceivable that a "direct personal or pecuniary interest not common to other members of the organization" may arise in regard to a particular matter before the committee. If such an issue arises, the member should not vote on that particular matter, although the member ultimately cannot be prevented from voting.

The person or assembly which appoints the members of the nominating committee could, if desired, replace the member with a different person. The assembly to which the nominating committee reports can also take this issue into account when determining whether to vote for the nominees proposed by the committee.

On 2/10/2023 at 8:09 AM, Guest Catty said:

What would be the proper way to state an opinion to the Board about this matter, if that is even allowable or appropriate?

I'm not sure I can answer without additional context. Who would be stating an opinion to the board about this and in what context?

All I will say at this point is that such a situation should, of course, be handled delicately and avoid suggesting any impropriety on the part of the member. I might suggest something like, "There are close financial relationships between the member and a potential nominee for the board. I feel it would be best that a different person serve on the nominating committee, in order that the recommendations of the nominating committee will be viewed as independent and inspire the confidence of the assembly." I certainly would not use the term "quid pro quo," which is a very serious allegation.

Edited February 10, 2023 at 07:53 PM by Josh Martin

[Gary Novosielski]

I'm not clear on why there would be such drama about who is on the nominating committee.  The use of passive voice obscures how this person wound up appointed to the nominating committee.  In a typical society the members of the nominating committee are appointed by the assembly, which would seem to eliminate the opportunity for any jiggery-pokery in the makeup of the committee.

If you have some other rule for deciding who gets appointed to the nominating committee, then you would follow that rule, and if this person was duly appointed, that's that.  In any case this person has only one vote on the committee, and so could not force any name into the committees report.

Also, consider that the nominating committee doesn't actually elect anyone.  Once the report of the nominating committee is given, the chair must call for any additional nominations from the floor, so even if this person could railroad the committee into making a given nomination, you can nominate someone else to run against that nominee.