Navigating the Board Nominations Process

A critical component of board governance is the process of selecting new board members. The process, which is holistic in nature, includes recruitment, nomination, and onboarding. Today’s article focuses on nomination, and we’ll cover onboarding next week. Last week’s column on recruitment can be found here.

After identifying the right mix of people and skill sets needed among new board members, your governance committee has recruited several candidates. Now what?

The first step in the nomination process is candidate evaluation.

Although candidates meet the board’s criteria, identification is not selection. The governance committee must now determine which of the candidates to present to the full board for consideration and vote. And, conversely, the identified candidates have to determine if your organization is one they want to serve.

Members of the governance committee, along with the chief executive, should schedule meetings with the identified candidates to ascertain if they would be a good fit. To assist with the evaluation of candidates, BoardSource has a prospect evaluation tool that can be used to make informed decisions.

The governance committee should present clear documentation on board expectations and an overview of the organization’s mission, vision, values, goals, and strategic direction to the candidates. The candidates should present their resume or bio, and any other board service information, so that the conversation can inform the mutual decision to proceed.

Sometimes candidates are interested in service, but the timing is not right. Other times they may want to serve on a committee before joining the board. Having open and honest conversations prior to presenting candidates to the full board is critical.

The second step in the nomination process is to determine what your by-laws dictate.

The decision to proceed with candidate nominations has been made, but you’ll need to understand what your by-laws state for how and when they can be voted upon.

Some by-laws require that nominations only happen at an annual meeting or some other prescribed process, which means you need to either follow that process or amend it if it no longer makes sense for your organization.

For instance, some organizations lost significant numbers of board members during the pandemic and now operate with less than an optimal number. Waiting until an annual meeting does not make sense for those organizations as they may want to add to their board as soon as they are able to recruit the best candidates.

The other side of that coin is that it can be chaotic to always operate with a revolving schedule for nominations. Creating a predictable cadence of when to recruit and nominate allows for a systematic and intentional approach to this important task.

The third step in the nomination process is board voting.

The governance committee should share the resumes or bios and a summary of their decision-making process for each candidate they present to the full board. The board should have time to review the information and ask questions prior to a vote.

For some organizations, the committee makes a presentation on the candidates in one meeting and then voting happens at the next meeting. For others, the information is presented via email or a board portal prior to the meeting where the vote will happen. Whatever the process, there needs to be time for board members to ask questions of the governance committee so that due diligence can take place prior to a vote.

When it’s time to vote, the board candidate can attend that meeting, but then step out of the board room during the vote. Any deliberations should happen prior to the meeting so that a candidate is not present should there be any dissenting opinions on the nomination.

Congratulations on your newly nominated and approved board members! Next week, we’ll dive into board member onboarding.

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