Notice: The following is a reference copy of the committee charter. The official charter document may be found on the FCHOA2 website.
FORD’S COLONY AT WILLIAMSBURG
HOMEOWNERS ASSOCIATION, INC.
NOMINATING COMMITTEE CHARTER:
WHEREAS, Article III (A), Section 1 of the Ford’s Colony at Williamsburg Homeowners Association, Inc.’s (“Association’s”) Bylaws provides that “the affairs of the Association shall be managed under the direction of a Board of Directors”;
WHEREAS, Article III (C), Section 18 of the Bylaws provides that the Board of Directors “shall have all of the powers and duties necessary for the administration of the Association’s affairs . . . ”;
WHEREAS, Article V of the Bylaws states that the Board may authorize committees to perform such tasks and to serve for such periods as may be designated by the Board, that each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee, that unless otherwise provided in the resolution, the members of a committee shall be appointed by the Board and shall serve at the pleasure of the Board, and that any committee member may be removed by a majority of the members of the Board, with or without cause, at any time, and with or without a successor being named;
WHEREAS, the Board of Directors deems it necessary and desirable and in the interest of the individual lot owners and the Association to establish a committee to nominate candidates for election to the Board of Directors, to oversee the nomination and election process in accordance with the governing documents of the Association and procedures prescribed by the Board and to develop volunteer resources to staff committees;
NOW, THEREFORE, THE BOARD OF DIRECTORS RESOLVES THAT a Nominating Committee is established, having the following terms of reference:
I. RESPONSIBILITY:
A. The Nominating Committee shall serve at the pleasure of the Board. The primary purpose of the Committee is to recruit, interview, and select candidates to be nominated for the annual election to the Board of Directors; and to supervise the election process in accordance with the governing documents of the Association and the procedures approved by the Board Those procedures are incorporated into this charter by reference thereto.
B. The Committee shall also receive applications for nomination by petition, if they are presented; and establish the validity of said petitions.
C. The Committee shall provide for a forum in which the nominees may introduce themselves to the membership, address issues, and answer questions.
D. The Committee shall prepare a slate of recommended nominees in sufficient time for preparation of a ballot for the next Annual Meeting of the Membership.
E. The Committee shall also assist in staffing other standing committees by developing and maintaining a list of volunteers and making that list available to members of the Board and committee Chairs.
F. The Committee shall perform such other tasks as may be assigned from time to time by the Board.
II. MANNER OF ORGANIZATION:
A. Membership:
1. The Committee shall consist of at least seven (7) and no more than nine (9) members appointed by the Board. For the purpose of conducting its business, a simple majority of members shall constitute a quorum.
2. Committee members shall be lot owners in Ford's Colony, however, they may not simultaneously be members or spouses of members of the Association's Board of Directors. The Management Agent shall be an ex officio, non-voting member and will act as an advisor to the Committee.
B. Terms:
1. The Nominating Committee shall normally serve a term of two (2) years and shall be eligible to serve no more than two (2) terms consecutively.
2. In an effort to promote continuity, terms should be staggered so that one-half or the closest number to one-half of the Committee membership is appointed or reappointed each year.
3. Terms of committee members will begin on April 1 and end on March 31 to coincide with the election cycle.
C. The Committee Chair shall be appointed annually by the Board at its March meeting and shall be a member of the Committee. The Committee shall appoint a Vice Chair who shall be approved by the Board of Directors with the understanding and anticipation that the Vice Chair shall become the Chair of the Committee in the following year. Meetings without the Chair are not anticipated; however, should such an occasion occur, the Vice Chair shall lead the meeting.
D. The Board may remove a member of the Committee, with or without cause. Vacancies may be filled by appointment by the Board.
E. The Committee Chair will designate a recorder from among the Committee members. The recorder shall be responsible for maintaining Committee records, minutes of meetings, and assisting the Chair in preparing periodic and final reports to the Board.
III. MANNER OF OPERATION:
A. The Committee shall conduct its business in the best interest of the Association and in accordance with this Charter, the Association's Declaration, Bylaws and Rules and Regulations. However, any recommendation to the Board shall be forwarded only when a quorum is present.
B. The Committee shall adhere to the procedures adopted by the Board in execution of its duties, noting that the procedures are intended to allow the Committee to exercise judgment in the establishment of selection criteria and evaluation methods. The Committee shall keep all matters relating to the voting process, except for the final results, confidential and will ensure that no member of the Association or Management Agent employee will have access to, or be made aware of, the contents of a member's ballot.
C. The Committee shall publish information about the nomination and election process through articles in the Talk of the Colony.
D. Function of the Chair: Functions of the chair shall include the following:
1. Coordinate all committee activities and preside at all Committee meetings.
2. Prepare required reports to the Board.
3. Represent the Committee to the Board.
4. Prepare annual budget proposals, if applicable, and submit to the Finance Committee and Management Agent as requested.
E. Meetings:
1. The committee will meet as often as deemed necessary by the Chair with notice to all members, the Board of Directors, and Management Agent.
2. The Committee will determine its own meeting agenda.
3. Except as provided in the Code of Virginia for convening in executive session, all meetings shall be open to all members of the Association. Notice of each meeting shall be provided to the Management Agent in time for publication to the membership. At least one copy of the agenda and any supporting material shall be made available for inspection by the membership at each meeting of the committee.
F. Reporting:
1. The Committee will provide periodic reports to the Board summarizing its activity; and a final report prior to the end of its term.
2. The recorder or interim recorder shall prepare and submit through the Chair minutes of all Committee meetings. Copies of all approved meeting minutes shall be delivered to the Management Agent and Board of Directors as soon as practical.