When a board finds itself in the position of needing to elect a new general member or committee member, it might seem like a confusing process; however, it does not have to be. Robert’s Rules of Order, originally published in 1876 and now in its 11th edition, provides common rules and customs for conducting business (meetings and decision-making) in organizations and assemblies – parliamentary procedures. These procedures, which are employed by approximately 80% of groups today, are useful for maintaining order, ensuring that meetings end on time, resolving controversial issues, and maintaining consistency.
The first stage of election is nomination. Nominations can come directly from the chair of the board, which is usually the case when members are being appointed to committees or presiding officers are being elected. Even when the chair nominates, however, the entire board still retains the power to approve his or her selection.
Nominations can also come from the floor during a board meeting. Certain rules pertain to this form of nomination – a member cannot nominate himself or herself, a member can be nominated for more than one office, and a nominee has the prerogative to decline the nomination. Although nominations can be seconded, this is not mandatory. Nominees may be present during the entire voting process.
Often, nominations are generated by a designated nominating committee. This committee is charged with ensuring that nominees are interested in the job and qualified for it, and that they have agreed to serve (no nominations are made without the nominee’s consent). The committee picks the one best person for each office, reporting those selections to the board, and then the floor can be opened for additional nominations if desired, following the above procedure.
Nominations can also be made via ballot or petition. Ballots allow all voters to make nominations for all offices; if they are sent by mail, security must be ensured by placing folded ballots in a signed envelope within an outer envelope. If utilizing petitions, names may be added to the ballot only after receiving a minimum number of signatures.
Whichever method is chosen for taking nominations, there must be a motion to specify it. This motion must be seconded, is not debatable, requires a majority vote, and can be amended. All nominations must be recorded in the board’s minutes by the board secretary.
Following are five common nomination mistakes and how to address them:
1. Lacking a job description
An explicit job description for the position in question should be created by a board standing committee or task force and approved by the board. It should then be widely disseminated, well in advance of the nomination deadline. Nominees should assess the roles and responsibilities contained in the job description to ensure that they are able and willing to take on the role if elected. A well thought-out job description will help with recruiting and interviewing candidates, decreasing their learning curve when elected, and assessing their performance after they’ve begun serving, and will provide a framework for coaching “problem” board members.
2. Considering only the traditional leadership path
Do not rely only on the traditional qualifications of longevity and seniority to tap board members; rather, be proactive in cultivating future leaders for boards, committees, task forces, and advisory groups. A board (or non-board) standing committee, a task force, or the nominating committee should design a leadership development strategy to identify and engage members who are active locally and nationally and want to lead and participate in professional and leadership development activities; the Society for Human Resource Management’s Volunteer Opportunity Center maintains a database of nearly 3,000 interested member volunteers and their profiles for leadership positions, speaking and writing opportunities, and media relations, while the American Society of Plastic Surgeons’ Pathways to Leadership engages young members, identifies future leaders, develops leadership competencies, measures performance and commitment, fast-tracks graduates of the program, and strengthens relationships.
3. Unclear leadership qualifications
Strategic goals and board competencies (e.g. knowledge or experience with governance, the ability to think strategically, commitment to work collaboratively) should be aligned. In addition, diversity is necessary to reflect the interests and needs of the stakeholders. Each year, the board should help the nominating committee project that year’s optimal composition (this may change from year to year depending on the organization’s needs) based on:
- eligibility requirements (the minimum requirements each board member must have to serve on the board, such as being a member of the association in good standing);
- desired competencies (the expertise, interests, and experience that each board candidate should be evaluated against as a potential board member, such as governance experience from another organization or prior leadership service in an organization, committee, or work group in the field); and
- diversity criteria (differences among members regarding race, gender, age, professional and institutional disciplines, size of their organizations, geographical regions, and philosophies about the profession or industry and its practice areas).
Consider the major issues facing the organization in the near future; the job description; what strengths will be lost when current members’ terms end (perspectives of field, institutional size, geographic area, senior executive position, etc.); and where gaps currently exist (financial expertise, strategic thinking skills, consumer perspective, etc.).
4. Ineffective nominating committee
Nominating committees need to understand the strategic priorities/future needs of the organization and the role of the board. One organization invites the current board chair and CEO to meet with the nominating committee each year to discuss what has contributed to the board’s effectiveness during the last year and what is needed in the year ahead; another organization invites outgoing board members to participate in exit interviews with the nominating committee to identify the strengths and needs of the board. Other organizations use webinars, online self-study resources, and orientation and training programs to educate nominating committee members about the governance needs of the organization and the board.
Strategically successful boards rely on a rigorous process of selecting candidates, rather than a “climb-the-ladder” approach. Nominating committees must carefully and objectively screen prospective candidates and ensure that the pipeline for potential candidates is as wide and accessible as possible. Nominating committees should not rely on their members’ own preferences and biases; rather, they need carefully-crafted selection criteria. A “personal data form” should be requested from candidates that includes:
- letter of intent and level of interest in serving on the board;
- self-appraisal form describing how the candidate has demonstrated the expected competencies for board members in the past, what they believe to be the major concerns facing the professional community, and the skills or experience that they would expect to contribute to the board;
- curriculum vitae;
- conflict-of-interest disclosure statement;
- description of how the nominee will provide the necessary time for board service in light of his or her current work demands; and
- names of references.
The nominating committee should ensure that the opportunity to nominate or serve as board candidates is widely promoted. Regular announcements on websites and letters to the members, as well as newsletters and meetings, are good forums for encouraging nominations. It is important to note that the nominating committee works all year to ensure board leadership continuity.
5. Nominating someone who is not eligible
When nominations are taken from the floor or when a nominating ballot is used, members should be provided with an eligibility list so that they are not nominating people who will not be able to serve. The mailing the secretary prepares for members that notifies them of the nomination and election meeting can include a request that members who do not wish to be considered for office notify the secretary in writing.
