Revised March 5, 1996 -- Proposal for Nominating Committee for Selection of Candidates for Board of Directors of the SCA Inc. Commentary:Premise: That the Board will continue to be self-selecting. However, they will establish a nominating committee to screen applicants. In order to have the largest possible pool of applicants, nomination shall not be screened. Since this method does not involve much in the way of changes to the current Governing Documents except for the establishment of the Nominating Committee, the Policies and Procedures for the Nominating Committee are given together with proposed Procedures for Nomination to the Board of Directors. I have attempted to balance confidentiality with freedom of information, and to allow some freedom of the Board to act in its own interest while keeping some control in the hands of those closer to the Kingdoms. This is presented as a complete proposal, but I welcome constructive criticism or proposed amendments. Advantage: Few or no changes to Articles of Incorporation or By-Laws. Complete freedom of nomination and comment by membership. Allows Board input on desired expertise, etc. Allows Board freedom to determine its members based on such intangibles as "ability to play well with others" and personal interactions with current Board members. Disadvantage: Not "representative" or "democratic" (although it is at least as representative as the Electoral College). ====================================================================== Proposed Charter for Nominating Committee for the SCA, Inc. Board of Directors. To be established by a vote of the Board. I. Composition and Selection of the Committee The Nominating Committee of the SCA, Inc. (Hereafter, NCSCA) shall be comprised of one person selected by each of the various recognized Kingdoms of the SCA and one person appointed by the Board of Directors of the SCA, Inc. A. Each Kingdom and the Board shall select, by whatever means they deem proper, one member of the NCSCA. Each Kingdom and the Board shall publish and maintain a policy for such selection. B. Members of the NCSCA shall serve two year terms, starting on May 1 and ending on April 30. The terms of half of the members shall expire each year. If a member of the NCSCA resigns before their term is expired, a replacement shall be selected by the appropriate Kingdom or Board within three months of the resignation. If the resignation is within six months of the normal end of the term, the selection shall be for the next complete term. Otherwise the selection shall be to fill the unexpired term. C. Each Kingdom shall decide what limits, if any, there shall be on number of consecutive terms which may be served by a member of the Committee. D. Each Kingdom and the Board shall establish a method of removal of their NCSCA member should he or she be deemed by the selecting body as unworthy of continued appointment. The Kingdoms and the Board shall publish and maintain such policies. E. Any member of the NCSCA who does not fulfill the duties of their office as defined below shall be deemed to have resigned. A replacement shall be selected as in section I.B. above. The determination of failure to fulfill duties shall be made by the remainder of the Committee under rules to be established by the Committee. II. Duties of members of the Committee. A. Selection of a Coordinator of the Committee. 1. The Coordinator shall serve a one year term. 2. The Coordinator shall be selected by majority vote of the members of the NCSCA. Any member may volunteer to be coordinator and publish such intent to the rest of the NCSCA during the month of September. The votes shall be collected from October 1 to October 15 and the Coordinator shall assume his or her office on 1 November and maintain that office until 31 October the following year. B. Establishment of Rules of Operation. 1. The members NCSCA shall establish whatever additional rules they may decide are needed to execute the duties of their Committee. 2. Unless such rules are in violation of Federal or State Law, the By-Laws or Articles of Incorporation of the SCA, Inc., or the provisions of this Charter, the Board of Directors shall not act to set them aside. C. Recruitment of nominees for Director of the SCA, Inc. 1. Each member of the NCSCA is expected to encourage members of the SCA, Inc. to volunteer to be nominated to the Board of Directors of the SCA, Inc. Such encouragement shall not be limited to people residing in their Kingdom. 2. Members of the NCSCA may be suggested as be nominees to the Board. If they wish to accept such nomination, they must resign from the NCSCA prior to accepting the nomination. D. Commentary on nominees for Director. 1. It is the responsibility of the NCSCA to publish the list of nominees in Tournaments Illuminated and in any other suitable forum and to make sure that this list is well-publicized. 2. Members of the NCSCA shall familiarize themselves as completely as possible with the qualifications of _at_least_ one of the nominees. 3. Members of the NCSCA shall read all commentary on all of the nominees to the Board of Directors. They shall seek out additional commentary when it seems advisable to do so. 4. Commentary on Board nominees shall be confidential and shall not be revealed to anyone outside the Committee except members of the Board of Directors. Names of the commenters shall be removed from the commentary when it is presented to the Board. 5. Any nominee may request to see the commentary on him or herself. This will be provided with the names of the commenters removed in order to encourage candid commentary. Any nominee may submit additional data at any time to answer commentary or to provide additional information. E. Presentation of candidates to the Board of Directors 1. Each year, two months prior to the Second Quarter Meeting of the Board of Directors of the SCA, Inc. the NCSCA shall select a "short list" of six potential Directors to be presented to the Board for possible selection as new Directors in the regular selection process by the Board of Directors. 2. The Chairman of the Board shall give the Committee, in a timely fashion, a list of needed expertise and qualities which the Board feels that it needs in candidates for the next year. This may include such things as geographical diversity, talents and training, etc. 3. Selection of the short list shall be based on the abilities of the candidates as shown by their resumes and experience and on the commentary received by the Committee, in combination with the expressed needs of the Board. 4. If the Board, due to resignations or other actions, needs to select more than two Directors during the year, the Board may request up to three more nominees from the NCSCA for each additional Director which needs to be selected. If the need appears during the year, the NCSCA shall provide a list of additional candidates within two months of the request. 5. All members of the NCSCA must participate in the selection of the short list. Failure to do so constitutes resignation from the Committee. 6. The list of names on the "short list" will be accompanied by a summary of commentary on each nominee. The Board may request the complete commentary on a nominee if they so desire. If they so request, all commentary must be sent to them in time to be of use in Board deliberations. III. Startup Proceedures for NCSCA. A. Initially, one half (or one half +1) of the appointees shall be appointed to two year terms, and the remaining members shall serve one year terms. The Kingdoms and/or the Board appointee which will have initial one year terms shall be selected by lot. B. The Kingdoms and the Board shall have six months from the time of passage of this charter to determine their method of selection of members of the NCSCA and to select their first member. C. The first Coordinator of the NCSCA shall be chosen by lot from the members with two year terms who volunteer to accept the position. He or she shall serve for one year and such additional time until the regular selection process can take place. Policy on Nomination to the Board of Directors of the SCA, Inc. A. Any natural person over the age of 21 may be suggested as a nominee to the Board of Directors of the SCA, Inc. Nomination may be made by any participant in SCA activities and shall be sent to the NCSCA Coordinator. Self-nomination is acceptable. The Coordinator must notify each potential nominee within four weeks of the fact of their nomination, and ask if they wish to accept the nomination. B. Each nominee must accept the nomination. Acceptance of the nomination shall be in the form of a letter to the NCSCA Coordinator accepting the nomination, accompanied by a resume of the person's experience. Nominees may also submit position papers and any other documentation which they feel may better describe their abilities and desirability as candidates. No person who accepts a nomination may be denied their place on the list of nominees. C. A nomination remains effective for three years from the date of acceptance or until the nominee withdraws his or her name from consideration. Nominations may be renewed without prejudice by a letter >from the nominee stating his or her wish to be extended for an additional three years. D. The list of all current nominees, and of the current "short list" shall be published in every issue of Tournaments Illuminated and shall be publicized or published in any other way deemed appropriate by the NCSCA. This is a minimum publication requirement. Additional avenues of communication regarding the nominees and their positions should be developed by the Committee. ====================================================================== * * * Frederick of Holland, MSCA, OP, etc. *** *** *** flieg@garnet.berkeley.edu _|___|___|_ |===========| (((Flieg Hollander, Chemistry Dept., U.C. Berkeley))) ====================== Old Used Duke ===================== [All subjects of the Crown are equal under its protection.]