Nominating Committee - can they nominate more candidates than vacancies

[Guest Cathy]

In our Bylaws, it states the following regarding the Nominating Committee and nomination process:

Section 2. Prior to each semiannual meeting of the Association, the Board shall appoint three Association members to serve on the Annual Nominating Committee; one such member shall be designated by the Board as the Chairperson of that committee. During the semiannual meeting, the Association membership present shall elect two additional members to serve on the annual Nominating Committee.

Section 3. The Annual Nominating Committee shall, not later than thirty days prior to the annual meeting of the Association, nominate one Association member for each vacancy that will exist on the Board at the end of the current Association year.

Our Bylaws also state that we follow Robert's Rules. 

The question has come up as to whether the nominating committee can nominate more candidates than vacancies if there are more qualified candidates than vacancies. Do the Bylaws mean at ONLY one or could they mean AT LEAST one? Would the nominating committee be in violation of the Bylaws if they nominate 4 people for 3 positions? Thank you. 

[Rob Elsman]

What does "one" mean? 🙂

[Joshua Katz]

Where the bylaws grant permission for a thing of a kind, no other thing of that kind is permitted. Here, it says you may nominate one. I would conclude that means you may not nominate two.

Edited March 12, 2023 at 05:04 PM by Joshua Katz
Stupidly used the wrong word

[Guest Cathy Guest]

Makes perfect sense. What will happen, however, is that the committee will nominate 3. Then 1 person will be nominated on the floor, resulting in 4 candidates, the day of the election. This will be used as a justification to have a secret ballot vote by mail or by email, rather than voting in person at the annual meeting. Once there is a secret ballot vote by mail, I am not aware of any good way for people to feel confident in the final outcome, given that the side that receives the secret votes always wins. If the nominating committee could nominate 4 people, then we could just vote for among 4 candidates to fill 3 positions at the annual in-person meeting.

What is the best way to increase chances of being able to vote at the annual meeting in person, if there will be nominations from the floor?

It says that 'if deemed necessary,' we can vote by mail...and over the last year this means that all of our votes are via email or mail which lends to lack of visibility into the process. It does NOT say we 'can vote by email' but there are some who point out that it does not say that we 'cannot vote by email.' 

 

[Gary Novosielski]

There is no rule in RONR such as you mention, where the number of candidates require a mail-in vote.  A ballot vote could certainly be done at a meeting.  This rule must be in your own bylaws, which I assume is what you meant by "It says" in your last paragraph.

You say that the nominating committee with nominate 3 candidates.  Since your bylaws do not permit this, how will it be allowed to happen?  When the report is delivered at a meeting, I would expect a flurry of Points of Order to be raised that the committee may nominate only one.  Of course three more can easily be nominated from the floor, but that's no reason not to insist that the committee follow the rules.

But mail ballots should not be received by one side or the other.  They should be handled in accordance with 45:57-61, which provides in part: "The person designated as addressee for the returned ballots holds them in the outer envelopes for delivery, unopened, at the meeting of the tellers where the votes are to be counted."  If you study the additional advice in that section, there should be no question of trust in the fairness of the election process.  

Regarding the tellers committee: "The tellers should be chosen for accuracy and dependability, should have the confidence of the membership, and should not have a direct personal involvement in the question or in the result of the vote to an extent that they should refrain from voting under the principle stated in 45:4. Often their position with regard to the issue involved is well known, however, and they are frequently chosen to protect the interests of each opposing side."  [45:26]

Edited March 12, 2023 at 08:57 PM by Gary Novosielski

[Josh Martin]

On 3/12/2023 at 11:06 AM, Guest Cathy said:

Do the Bylaws mean at ONLY one or could they mean AT LEAST one?

It is ultimately up to your organization to interpret its own bylaws, but for the rule in question, I would interpret it as requiring the Nominating Committee to nominate exactly one candidate for each open position - no more and no less. If it was the intent of the association to permit additional nominations, then presumably the association would have said "one or more."

"Section 3. The Annual Nominating Committee shall, not later than thirty days prior to the annual meeting of the Association, nominate one Association member for each vacancy that will exist on the Board at the end of the current Association year."

This is the general intent of the Nominating Committee under RONR - to nominate the persons who, in the Nominating Committee's opinion, are the best choices for the positions. Additional persons may certainly be nominated from the floor.

On 3/12/2023 at 11:06 AM, Guest Cathy said:

Would the nominating committee be in violation of the Bylaws if they nominate 4 people for 3 positions?

That would appear to be the case.

It would seem to me that the committee will have to agree on three persons for the positions in question. An individual member of the committee can then nominate the fourth person from the floor.

On 3/12/2023 at 1:55 PM, Guest Cathy Guest said:

What will happen, however, is that the committee will nominate 3. Then 1 person will be nominated on the floor, resulting in 4 candidates, the day of the election.

This violates no rule.

On 3/12/2023 at 1:55 PM, Guest Cathy Guest said:

This will be used as a justification to have a secret ballot vote by mail or by email, rather than voting in person at the annual meeting... If the nominating committee could nominate 4 people, then we could just vote for among 4 candidates to fill 3 positions at the annual in-person meeting.

Based upon the facts provided regarding your rules, I don't see anything which requires the vote to be taken by mail on these grounds. Nor do I see anything which would prohibit the vote from being taken by mail if everyone was nominated by the committee.

On 3/12/2023 at 1:55 PM, Guest Cathy Guest said:

Once there is a secret ballot vote by mail, I am not aware of any good way for people to feel confident in the final outcome, given that the side that receives the secret votes always wins.

Certainly, tellers who can be trusted should be appointed to count the ballots, regardless of whether the voting happens at a meeting.

On 3/12/2023 at 1:55 PM, Guest Cathy Guest said:

What is the best way to increase chances of being able to vote at the annual meeting in person, if there will be nominations from the floor?

It says that 'if deemed necessary,' we can vote by mail...and over the last year this means that all of our votes are via email or mail which lends to lack of visibility into the process. It does NOT say we 'can vote by email' but there are some who point out that it does not say that we 'cannot vote by email.' 

I think this is somewhat difficult to determine because I am not entirely clear on what your rules say on this matter. We are provided only with a brief paraphrase.

But it would seem to me that, based on the facts provided so far, it would ultimately be up to the assembly itself to determine whether voting will be done in person at the annual meeting or will be done by mail.

Based on these facts, you certainly can't vote by email. No forms of absentee voting are permitted unless the bylaws or applicable law so provide. If your bylaws only permit voting by mail, then only voting by mail is permitted.

On 3/12/2023 at 3:53 PM, Gary Novosielski said:

You say that the nominating committee with nominate 3 candidates.  Since your bylaws do not permit this, how will it be allowed to happen?

We are told that the bylaws permit the Nominating Committee to nominate "one Association member for each vacancy that will exist on the Board at the end of the current Association year." We are also told that the bylaws provide that there are "3 positions." So it would seem to me that the Nominating Committee is permitted (and required) to nominate three candidates.

Edited March 12, 2023 at 11:26 PM by Josh Martin

[Guest Cathy Guest]

Thank you, everyone, for the responses.