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.
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 28th 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.
