Nominating Committee - Standing, or not?

The Noiminating Committee is a very important committee of the HOA. Its function is to present the Voting Members with the best slate of quality candidates for election as Board members at the next election. 

According to the By-Laws, the Nominating Committee is to be appointed annually. Art. III, Section 5 Nomination of Directors) reads

"The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the Voting Members to serve a term of one (1) year or until their successors are appointed, and such appointment shall be announced at each such annual meeting."

The By-Laws state that the Annual Meeting of the Voting Directors is to be held 90-120 days before the end of the fiscal year (December 31). This means Sept. 2 - Oct. 2. So the Board should have appointed the Nominating Committee by now. especially because of the sloppy timing of delivery of The Scoop.

In the Procedures Reference Manual (PRM), Art. II, B (Standing Committees), ¶2 reads 

"Nominating Committee: Provides quality candidates to hold office on the Board. Candidates will be of the highest caliber, selected for interpersonal skills, dedication to the betterment of our Association and community, and free of any personal agenda"

The PRM is wrong. The Nominating Committee is to be appointed annually; it is not a Standing Committee. The PRM can only expand upon (explain, elaborate) the By-Laws. It cannot change the By-Laws.

This year (and in recent past years) the Board has failed to comply with this section of the By-Laws.

Directors are elected for two-year terms. In odd-numbered years (ex., 2021) four Directors are to be elected. In even-numbered years, (ex, 2020, 2022), three Directors are to be elected.

In 2020 three Directors were elected: Auby Dellinger, George Reynolds and Vernell Butler. (Source: December 2020 board Minutes, Nominating Committee Report). Reynolds died in April 2021, approximately four months after beginning this term-of-office. That board position is now vacant, but the Board has not yet declared the vacancy.

In 2021 four Directors will be elected. The two-year terms-of-office of Justin Martin (President), Paul Hill (Treasurer), Mary Ann Game (acting as Nominating Committee chair) and Gregory Thomas (Secretary) expire.

A delicate situation exists on the board. What if none of the current four (Martin, Hill, Game, Thomas) is re-elected. The result would be four new board members and vacancies in three of the four officer positions.

Will four qualified Members (homeowners) rise up to run against the incumbents? How with the Nominating Committee treat the newcomers?

It is the job of the Nominating Committee to find the best candidates to nominate for election by the Voting Members. Remember, the homeowners do not elect the board. The Voting Members do.

Will the Nominating Committee search the entire community of approximately 2,500 homes for the best candidates? Or will it settle on the current four and shirk its duty? Mary Ann Game should recuse herself from the Nominating Committee, if she intends to seek re-election. 

Did she do so in 2019? The November 2018 Board Minutes do not contain a report from the Nominating Committee. There is a general, unattributed, mention of the election of three directors. The December 3, 2019 Minutes contain no report by the Nominating Committee.

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