POCA Nominating Committee Guidelines

Throughout much of the history of the Condominium, the continuity from board to board assured the Association of continuity of governance.  Eventually that continuity started to disappear.  To preserve it with on of the most important responsibilities of the Association, in 2002, the Association's  best practices over the years concerning its nominating committee where codified into a set guidelines for the Association and committee to use in establishing and carrying out the functions involved with nominations to he Board of Directors at the annual meeting.   Below is a revision of those guidelines through March 2015.

POTOWMAC OVERLOOK CONDOMINIUM ASSOCIATION

Nominating Committee

Guidelines

 1- Purpose. The purpose of the Nominating Committee is to propose a slate of at least a minimum number of eligible candidates for the upcoming elections of members of the board at the annual meeting on the second Tuesday in May.

 2 - Appointment. The members of the Nominating Committee are appointed by the Association. Boards have no role in creating or appointing members to the Nominating Committee.

Note: Roberts Rules of Order, which the Associaiton is bound to follow unless other rules of order are adopted, states that nominating committee is established by the Association, wherever possible, or the executive Board. In the case of the POCA, it is highly possible given that two Associaiton meetings are held each year and other methods exist to accomplish this. However, in years when the Association failed to establish a committee, the Secretary issued an arm’s length call for nominees as described in Section 6(a), below, or nominations were left for the floor at the Annual meeting.

3- Membership.  The Committee should consist of unit owners in good standing who have demonstrated an interest in seeing the condominium run well and, preferably, who have served as members of a board so they know something about how the board works and the demands of service.  No sitting president may serve on the Committee (including as officio) and it would be inappropriate for current board members whose terms are expiring and who intend to run again to serve, although sitting members may be nominated for another term by the Committee.  Members of the Committee may nominate themselves for office.  The Committee selects its own chairperson, who would make the Report of the Committee at the annual meeting, and secretary. 

4- Conduct of Meetings. The Chairperson shall preside over all meetings of the Committee and the Secretary shall keep the minutes recording all decisions of by the Committee.  The then current Robert's Rules of Order or any other rules of procedure at any time or from time to time acceptable to a majority of the Committee members present at any meeting shall govern the conduct of the meetings of the Committee when not in conflict with the DC Condominium Act, the Declaration, the Bylaws or Resolutions passed by the Association.

5- Functions and Responsibilities

 

The Committee:

(A) Upon its appointment, should hold an organization meeting to review the purpose and goal of the committee; review the DC Condominium Act and Associations Declaration and Bylaws for matters controlling nominations; decide on the duties of the chairperson and elect a chairperson; decide on he duties of an elect a secretary; decide on its own rules of order, and develop a schedule;

(B) No later than February 28^th inform the Association members of its appointment and the procedures it will employ for accepting nominations from the Association;

(C) Obtain from the secretary and managing agent a list by unit showing ownership, residency and “standing” of the owner in the Association (i.e., whether there is a perfected lien against their units that are still unpaid);

(D) Determine from the Secretary when the notice for the Annual Meeting will go out and inform him of when the Committee’s report will be available;

(E) Determine from Article III, Section (1), how many seats are up for election that year. (In odd years, three seats are up for election; in even years there are two.)  If non-terminating seats are already vacant or will be vacant in the future, those seats are not up for reelection, but must be filled promptly by the board (Article III, Section 5);

(F) Decide the questions on how it wishes to achieve goal;

(G) Accepts potential nominations from Association members and/or seeks to enlist an appropriate number of qualified potential nominees from the Association. It is uncommon for nominating committees to nominate more candidates that there are seats up for election, but there is no prescription against it and there may be valid reasons why this should or should not be done;

(H) Verifies that all potential nominees are qualified to serve (i.e., Unit Owners or as described in the Bylaws, Article II, Section (1)), eligible and in good standing (i.e., no lien has been perfected against their units for non-payment of fees), and intend to serve as a members of the board for their full terms; 

(I) Determines if there are any issues preventing it from carrying out is duties and responsibilities and proposes solutions of these to the Association;

(J)  Distributes the Report of the Nominating Committee (see 7, below) at least several days before the annual meeting in which the election will be held or included it with the mailing of notice of the Annual Meeting mailed by the Association Secretary at least 21-days prior to the Meeting; Posts the Report on the Association’s bulletin board and the Committee’s website, if any.

(K)  Formally presents the Report of the Nominating Committee at the annual meeting prior to any nomination(s) as a group from a minority of the Committee and the presiding officer’s opening the floor for additional nominations and the election, after which it is automatically discharged, although if one of the Committee’s nominees withdraws before the election, the Committee should meet again to replace that nominee, if there is time;

6- Guidelines and Criteria

 The Committee is responsible for developing its own procedures relying on the Condominium’s documents, past practices, this document, Robert’s Rules of Order, and the like.  At a minimum, however, the Committee must come up with at least the number of nominations needed to fill the seats terminating on the Board (two or three, as the case may be).  It may, at its discretion, come up with more, but has not usually done so.  The Committee is not obligated to nominate all candidates whose names have been submitted to it and should tell Association members if this indeed will be the case. Additional nominations can be made from the floor at the annual meeting.

There are two principal criteria that the Committee must apply in nominating individuals to the board:  Nominees must eligible to serve on the board and they must accept the nomination with the intention of serving their full term if elected.

To be eligible nominees must be “qualified” and “in good standing.”

 To be qualified, nominees must be “Unit Owners or spouses, officers, partners, agents or employees of Unit Owners” (Article III, Section 1). Residency is not among the qualifications list.  Unit includes both “Residential” and “Parking” Units.  “Owner” or “Unit Owner” means any natural person, firm, corporation, partnership, association, trust or other entity capable of holding title to real property, or any combination thereof, which owns fee simple title to a Condominium Unit. (Note: Any Director who is a Unit Owner shall be deemed to have resigned upon divestiture of title to his or her Unit in fee or by lease for a term or terms of six (6) months or more unless such Director acquires or contracts to acquire another Unit under terms giving such Director a right of occupancy effective as of or before the termination of the right of occupancy pursuant to such other disposition(s).)

If the Committee is unsure of a potential candidate’s qualifications to be elected to and/or serve on the board, it should seek guidance from the Committee on Bylaws and Rules.

 In “good standing” means there cannot be any perfected and still-unpaid liens against an individual’s unit because of non-payment of condominium fees and the like (Article II, Section 9.c).  Only the managing agent can provide this information.  Persons not in “good standing” are ineligible to run for the board.

In addition to being “eligible” (“qualified and “in good standing”) nominees must accept the nomination, i.e., consent to having their names put into nomination and indicate a willingness and intention to serve the term if elected.  If someone intends to serve only part of the term, nothing precludes that person from being nominated or elected but this information clearly must be disclosed to the Association in the Report.

In addition to seeking eligible candidates, the Committee should strive for candidates who are capable of adding value to the governance of the Association in the broadest sense or in specific functions that might useful in the board’s deliberations and work.

Finally, the Committee should strive to propose a slate of candidates so that the board would consist of members with prior experience on the board and new members, in order to ensure the continuity of the condominium’s operations. 

Sitting members of the board may be nominated by the Committee for another term.  Members of the Committee may nominate themselves.  Association members may put their own names before the Committee for consideration or have their names put forward by others.   

There is no requirement that nominees attend the annual meeting at which their names are put in nomination but they should be strongly encouraged by the Committee to do so if they will be in town.  If they will be unable to attend the meeting, they might be encouraged to prepare a brief statement for delivery by their proxies at the meeting in the event statements are asked of nominees.

7- Report of the Committee

 The posted and presented Report of the Nominating Committee should consist of the following:

(1) Any issues pertinent to the responsibilities of the Nominating Committee that need to be resolved by the Association prior to or after the election, with drafts of proposed Resolutions attached.

(2)  The names of the nominees in alphabetical order, a brief relevant bio of each which  includes a statement regarding how each nominees qualifies or would qualify to be elected to the board (e.g., “Mr. X is the resident-owner of unit 209”).  

 

At the end of the Report, the Committee should certify that it believes that “each candidate is qualified and in good standing, and that each has accepted the nomination, that is, is willing and intending to serve if elected (unless as otherwise noted).”

 

The Committee’s Report at the annual meeting need not repeat the nominees’ bios if they have been distributed in advance. The names of the nominees, their qualifying status and, at the end, the general certification (above) would be sufficient.
 

8 – Alternatives

In the event that the Nominating Committee is not formed by the Association, the following practices have been used by the Association the past:

(a) The secretary issues an arm’s length call for qualified and eligible nominees from the Association by the end of February for submission before the deadline for the annual meeting notice.  Potential nominees can nominate themselves or be nominated by others.  The secretary will determine if the potential nominees are qualified (unit owners) and eligible (in good standing). The bios of all nominees submitted to the secretary by the deadline will be distributed with the annual meeting notice.  At the annual meeting, the secretary will read the names of these nominees before nominations are open to the floor.

(b) Nominations are left for the floor at the annual meeting.