By Brad Ball
Big Buzz Idea Group
“I love deadlines. I love the whooshing noise they make as they go by.” – Douglas Adams
Simply too many organizations think about bringing new people onto the board of directors as a last-minute activity.
They wait until just before the Annual Meeting, have a few quick, quiet conversations about who has time and is willing to join the board for the next term. Those people say ‘yes,’ the names are hastily approved, and thus, the next year’s board of directors is born.
And this story repeats itself, often with just a small set of individuals rotating on and off the board, year after year, decade after decade.
Surely, there must be a better way.
This article will guide you through a planned process that gives your organization the opportunity to build its leadership in a way that is open and transparent to its stakeholders.
If your organization needs to implement a plan for better board nominating, please read on.
Know Your Bylaws
Referencing the organization’s bylaws is the best place to start for direction on board nominating.
The bylaws may also specify information about what groups approve nominations, how the nominations should work and when they need to be ratified by other groups.
Your bylaws may also include details about director term limits, voting procedure and what to do when a vacancy occurs. Let your bylaws be the guiding light in developing your board nominating process.
If your bylaws do not specify which people should be involved in board nominations, then the board can form an ad hoc committee.
For our purposes here, we’ll call this group the Board Nominating Committee.
Board Nominating Committee Kickoff
To get started with your board nominations process, have the Board Nominating Committee meet to decide their work timeline. Again, the bylaws may have something to say about these procedures, so pay attention.
The Board Nominating Committee’s job is to review the applications and interview board nominees for those interested in serving on the board, and then present that slate for election.
An ideal Board Nominating Committee is best comprised of active members of the organization and, if possible, those who have previously held leadership roles. This gives them perspective when vetting candidates for recommendation.
The Board Nominating Committee may need to make some or all of the following decisions:
- What will the application/nomination process be?
- How will the organization communicate and promote the board nominations process?
- Will they seek others out to participate in the committee?
- What will the schedule of activities be for the Board Nominating Committee to complete its work?
Creating a Board nominating process is an opportune time for board and staff to work together on a project basis. Boards should be able to lean on their staff for activities like board nominating form creation, initial application review and assembly, and delivery to the Board Nominating Committee. Staff members tend to know many of the bylaws better than most directors, so they can be a good reference for procedure when needed.
Board Nominating In Action
Give your board nominations process at least three months to run, if possible. This may seem like a long time, but for a thoughtful process to really run its course, this is the best plan of action.
Here is a sample timeline for the Board Nominating Committee based on a January-to-December board year, with the Annual Meeting – including new director elections – in November. In this example, the organization bylaws dictate the Board Nominating Committee to include:
- Current Board Officers
- Immediate Past President, Chair
- 2-4 Additional Active Members of the Organization
May Board Meeting
Staff presents draft application and discusses the committee process. (If bylaws do not dictate Board Nominating Committee, this is the time to determine ad hoc committee participants.)
Second Week in June
Staff coordinates Board Nominating Committee kickoff meeting for late June/early July. The key task for this meeting, using our formula above, is for the current board officers to determine which active members to invite to the committee.
Second week in July
Additional committee member outreach for interest and availability to participate in the Board Nominating Committee. From our example, the Current Officers are looking to add two to four additional Active Members to the group.
Second-Third Week in July
Full Board Nominating Committee meets to confirm processes and finalize the application. This meeting is to get everyone on the same page before the nominating period opens. If all has progressed according to plan, this should be no more than 30 minutes.
Third Week in July
Nominations open with an email marketing campaign to your stakeholders. Email marketing, social media posting and other promotions as appropriate for your organization continue until nominations close. Staff should receive completed nominations.
Keep in mind that just because there’s a process for board nominating, the Board Nominating Committee can still ask people to self-nominate. For more on that, here’s an article we wrote on recruiting ideal new board members.
End of Second Week in August
Nominating period closes and no more applications may be submitted.
Third Week in August
Staff has one week with nomination submittals to evaluate for completeness and perform any necessary follow-up communications. Staff’s role here is entirely administrative, not participating in the board member selection process.
Fourth Week in August
Staff sends nominations to committee for their personal review.
First Week of September
Board Nominating Committee meets for a preliminary review of nominations. Interview assignments are made at this meeting for Board Nominating Committee members to contact the applicants.
Committee performs interviews and individual outreach. This can take the form of calls or meetings, whichever works best.
Fourth Week of September
Board Nominating Committee meets to report on individual meetings and to make final selections for proposal and election.
Following this meeting, someone needs to inform the nominees of their status, either accepted for election or declined. Letting someone know they were not selected for leadership consideration may be an uncomfortable conversation, but it is best held immediately and directly. If eligible, they can certainly apply in the future.
First Week of October
Staff notifies full board of directors of final nominee selections for vote at upcoming meeting (no later than the October board meeting).
10 Days Before Annual Meeting*
*Be sure to note during your bylaws review, any required time for notices to go out to stakeholders regarding votes or other business to be conducted by the organization. In our sample case here, the notification requirement is ‘no less than 10 days prior.’
Notify membership of board-approved slate for member ratification at the Annual Meeting.
At the Annual Meeting
Conduct the vote for the new board of directors in accordance with organization’s bylaws and traditions.
Announce the New Board
Congratulations! Your new board of directors is selected and in place for next year. Be sure to let your stakeholders and fans know about it by email, social media and traditional media alerts if customary for your organization.
Board nominating doesn’t have to be difficult, but it does have to be intentional. You very well may find that when the process is made more open, quite a few people will throw their hat in the ring for selection to a leadership role. And with a good process in place, you’ll have all the tools necessary to manage the project.