Sandia Heights Homeowners Association
Nominating Committee Charter
Revisions Board Approved April 13, 2022
Per the SHHA Bylaws, all members of the Board are considered to be Directors including those who hold positions as Officers of the Board. The number of Directors may be adjusted between 11 and 25 as determined necessary by the Board to efficiently and effectively conduct the business of the Association, but in no case shall there be less than 11 or more than 25 Directors.
The Nominating Committee (NC) is a standing committee of the Sandia Heights Homeowners Association (SHHA). The NC shall consist of a minimum of three and no more than four members.The Vice President shall be the chair and two of the members shall be Board members.The primary purpose of the NC is to manage the nominating process of the Board of Directors.This process has several steps which are listed as follows:
1. No later than November of each year, the NC will assist the Board in determining which Director positions need to be filled.
2. No later than November of each year, the NC will prepare a slate of qualified candidates for the open Director positions needing to be filled and will present that slate to the Board at the December Board meeting. The slate of qualified Director candidates will be published in the GRIT Newsletter and on the SHHA website at least 30 days before the AnnualMeeting. New Directors will be elected by the Association members at the Annual Meeting and their responsibilities will commence at the close of the Annual Meeting.
3. Per the Bylaws, Section 6.5.2, nominations for Director positions may also be made in writing by any member of the Association and presented to the NC no later than two months prior to the Annual Meeting. It should be noted that in accordance with the Bylaws, Section 6.6, nominations “from the floor” at an Annual Meeting are not permitted. Any candidate nominated by the membership must also comply with the NC procedures set forth in paragraphs 6 and 7 below.
4. Any candidate for the Board is strongly encouraged to initially serve on a SHHA committeefor at least 6 months prior to the nomination process, in order to become sufficientlyacquainted with SHHA for potential Board service. Their committee work will be an important consideration by the NC when recommending the candidate as qualified and able toserve on the Board.
5. If a candidate for the Board fails to be elected by plurality vote of the membership at the Annual Meeting, the NC shall conclude that the candidate is not qualified and able to serve on the Board.
6. The NC is responsible for verifying that all candidates for Director positions are property owners within Sandia Heights, are members of SHHA in good standing, and are willing,qualified and able to serve in these positions. Prior to beginning any of the nomination processes in accordance with the Bylaws, the NC will request that all potential nomineessubmita Statement of Interest form for its consideration. Candidates for nominations before the Annual Meeting shall submit a bio to be published in the GRIT Newsletter one monthin advance of the Annual Meeting, as required by the Bylaws, in order to give the Association members a chance to know the candidates. The NC is responsible for the preparation ofthe Statement of Interest form and will ensure that the form is available at the SHHA office and on the SHHA website.
7. Prior to presenting any proposed Board candidate’s nomination to the Board of Directors through any of the nominating processes set forth in the Bylaws (Sections 6.5.1 Board Recommended Nomination before Annual Meeting, Section 6.5.2 Nomination by Membership, Section 6.14, Addition/Replacement of Directors), the NC shall proceed as follows:
a. Receive statement of interest from the candidate
b. Verify candidate’s qualifications
c. Interview candidate
d. Review candidate’s past work on committee(s) or other SHHA activities, and request and review evaluation of nominee’s contributions and attendance from committeechair(s)
e. Present the nomination with the NC’s recommendations to the Board of Directors in Executive Session for Board vote in regular session
f. For candidates going before the Annual Meeting for election, the Board will, at their December meeting, vote whether to recommend or not to recommend their candidacy
g. All votes on nominees by the SHHA members attending the Annual Meeting shall be conducted by secret paper ballot. If the Board votes to add nominees at times duringthe year other than at the Annual Meeting, these votes shall also be conducted by secret paper ballot.
h. In the event of the meeting being virtual:
·In virtual Board meetings, the Secretary or office staff will prepare a “poll” in the Zoom application (or similar feature if using a different meeting application) with theoption of voting for or against each nominee. The vote may then be taken as a secret ballot, without votes being associated with the person voting.
·In virtual Annual Meetings, the Secretary or office staff will prepare a “poll” in the Zoom application (or similar feature if using a different meeting application) with theoption of voting for or against each nominee. The attending members will then vote via the secret-ballot poll.
8. The NC is responsible for recruiting of Association members to fill vacant Director positions. Pursuant to the Bylaws Section 6.14, the NC can, at any time during the year, recommend to the Board the selection of candidates for open Director positions once the NC has determined that these candidates are qualified to serve in these positions. The selection of these Addition/Replacement of Director candidates for positions as Directors does not have to wait until they are voted onto the Board by the Association members at theAnnual Meeting. This Addition/Replacement of Directors nominee process will proceed in accord with paragraphs 6 and 7 above. Since Directors may resign at any time, the NC must maintain an awareness of the number of Directors to ensure that this number does not fall below 11 as dictated by the SHHA Bylaws.
9. Per the Bylaws, Article IV, the Nominating Committee shall present a slate of Officers of the Association to the Board at the December meeting. The Officers are President, Vice President, Secretary, and Treasurer. The Officers-elect take office immediately following the end of the February Annual Meeting.
The NC will perform other tasks related to the nominating process at the direction of the Board.