Terms of Reference
Nominating Committee

Role

The Nominating Committee reports to Council. It nominates the President-Elect, President and Immediate Past-President of the Royal College; members of Council; members of the Executive Committee of Council; the chairs of the standing committees of Council; and the chair of the Human Resources and Compensation Committee (HRCC). Moreover, the Nominating Committee nominates the chair and members of the Royal College Foundation’s (RCF) Board of Directors.

The Royal College Bylaw establishes the Nominating Committee, and defines the committee’s duties at a high level.

Responsibility and Authority

The responsibility and authority of the Nominating Committee is as follows:

Officers

prepare for presentation to Council a single nomination for the office of President-Elect from among current or past Councillors who have served at least one term as a Councillor in the alternate division of the sitting President (Bylaw No. 22, Article 13.8 and 16.3.4), · prepare for presentation to Council a nomination for an interim President from among current or past Councillors or Past-Presidents, if the President-Elect is not affirmed by Council or there is no President-Elect in office to be appointed as President at the appropriate time (Bylaw No. 22, Article 16.3.1),

Councillors

prepare for presentation to Council one (1) recommendation for each vacancy among the eight (8) Council positions described under Article 11.1.3 falling due at the time of the approaching annual meeting of the members,
prepare for presentation to the Fellows one (1) nomination for each vacancy among the 24 Council positions described under Article 11.1.2 falling due at the time of the approaching annual meeting of the members (Bylaw No. 22, Article 11.2.1 and 13.8),
prepare for presentation to Council one (1) nomination for each mid-term vacancy that arises among elected Councillors (Bylaw No. 22, Article 11.6),

Members of the Executive Committee of Council

prepare for presentation to Council one (1) nomination for each vacancy among the members of the Executive Committee of Council falling due at the time of the approaching annual meeting of the members or when a mid-term vacancy arises among the members of the committee,

Chairs of the standing committee and the HRCC

prepare for presentation to Council one (1) nomination for each vacancy among the standing committee chairs falling due at the time of the approaching annual meeting of the members or when a mid-term vacancy arises among the members of the committee.

RCF Board Chair and Directors

preparing for presentation to the RCF members (Council) a single nomination for RCF Board Chair drawn from among the Directors for appointment at each annual meeting of the members (RCF Bylaw No. 3, Article 4.2.3 and 7.4);
preparing for presentation to the RCF members one (1) nomination for each Director position (between 7 and 12) to be elected at each annual meeting of the members (RCF Bylaw, No. 3, Article 4.2.2 and 5.1); and
preparing for presentation to the Board one (1) nomination for each mid-term vacancy that arises among the elected members of the Board (RCF Bylaw No. 3, Article 5.4).

Composition

The composition of the Nominating Committee is defined in Bylaw No. 22, Article 13.1 as follows:

the President, who shall act as the chair;
two (2) Past-Presidents, one (1) of whom is the Immediate Past-President; or the President-Elect and the Immediate Past-President, as the case may be;
three (3) members appointed by the Council from among the members of Council, one (1) of whom will be a public member of Council; and
five (5) elected members, one from each of the geographic regions defined in Article 11.1.2.

Key Competencies and Characteristics

Generally, committee members should possess an ability to evaluate the knowledge, skills and experience of candidates for Officer, Council member, Executive Committee member and standing committee chair positions to meet the strategic directions of the Royal College.

Committee members should possess the ability and willingness to meet the strategic directions of the Royal College and the willingness to participate effectively in committee meetings.

Committee members should be committed to ensuring that principles of equity, diversity, and inclusion are considered and applied when nominating individuals to fill vacancies. Further, committee members should ensure that the nomination process demonstrates the Royal College’s desire to reflect the diversity of Fellows and others in the health care community.Term of Office

Term of Office

Members of the Nominating Committee are elected prior to the annual meeting of the members and take office at the conclusion of that meeting (Bylaw No. 22, Article 13.5). The term of office of each member is as follows:

the President, Immediate Past-President or President-Elect, as the case may be, so long as the member remains in such designated office;
the five (5) elected members shall hold office for four (4) years; and
the members appointed from Council shall hold office for two (2) years renewable once (maximum four years), provided that such members shall remain as Councillors at the time of their appointment and for the duration of their term on the Nominating Committee.

The office of a member is deemed to be vacated upon the happening of any of the following events (Bylaw No. 22, Article 13.6):

upon the member ceasing to be a Fellow,
upon the departure of a Fellow from ordinary residency in the region to which the Fellow was elected pursuant to Article 13.4,
upon the death or incapacity of the member,
upon the written resignation of the member, and
upon the failure of any member to attend two (2) consecutive meetings of the Nominating Committee without valid cause as determined by a two-thirds (2/3) vote of the Nominating Committee.

Meetings

The number of meetings required of the Nominating Committee per year is dependent upon its activity cycle (i.e., nomination of a President-Elect or Council member nominations). In terms of the former, the committee generally meets in May, June and September, and in terms of the latter the committee generally meets in September. The NC also meets in May of each year to address RCF Board Chair and Director nominations.

Quorum consists of a majority of the voting members of the committee (i.e., 50% plus one). The chair is counted as a voting member in constituting quorum. However as the presiding official of the committee, the chair does not move motions. Furthermore, the chair shall only vote when the vote is conducted by secret ballot. Every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. When a committee is called to make a decision outside of a meeting by e-ballot, the same rules apply.

Appointment to a Royal College committee carries significant responsibilities, and all committee members are expected to adhere to the Volunteer Code of Conduct. In addition, committee members are required to maintain absolute discretion and not divulge, re-produce, or release any confidential information except when authorized by the Royal College. Committee members may download a copy of committee materials for the sole purpose of participating in committee work. All downloaded materials must be deleted once the related committee work is completed. The Royal College retains copies of committee materials should committee members wish to access them at a later time for related work.

Committee work product

In the course of performing their committee duties, committee members may produce or contribute to materials, content or other work products. These work products and the related intellectual property will be owned by the Royal College. The Royal College is open to discussing other ownership arrangements for specific projects. Alternative arrangements must be confirmed in writing by the project contributors and the Royal College.

TOR record

Most recent resolution:	Resolution No. 2021/2022-09
Previous resolution(s):	Resolution No. 2020/2021-12, Resolution No. 2018/2019-10
Approved by:	Council
Approval Date:	June 18, 2021
Approval path:	GC, Council
Effective date:	June 18, 2021
Date of next review:	Spring 2025
Royal College Office:	OCEO
Version status:	Non-substantive amendments approved by Corporate secretary [August 2023]

Terms of Reference Nominating Committee