Robert’s Rules, also known as parliamentary procedure, outlines the various ways that nominees may be presented to the board. Board members are typically nominated by a nominating committee, but they can also be nominated by ballot, or from the floor. Nominations may also be taken by mail or by petition, though these methods are less common. Voting is accomplished through written ballots, voice voting, or a roll call vote. The actual process for how nominations and voting are conducted will be outlined in the organization’s bylaws.
Kinds of Nominations
An organization’s bylaws will state which committee has responsibility for nominating board members. This may be the governance committee, a board development committee, or both of them combined. The bylaws may also state that a separate nominating committee be formed and outline how the committee is formed.
Prior to seeking nominations, the board secretary should give the committee a membership list, a copy of the bylaws, a description of board member duties, and requirements.
The first step for the nominating committee is to evaluate current board members to assess whether they are performing satisfactorily and should be considered for re-election. Evaluations may be performed by a subset of the nominating committee or an independent third party to ensure fairness.
The second step for the nominating committee is to receive recommendations for new board members from management or current board members. The nominating committee should review the resumes of potential candidates, assessing their skills and experience to determine if they meet qualifications for the position. In reviewing candidate profiles, the committee should also consider criteria that includes:
- Proven leadership
- Previous board experience
- Knowledge and experience
- Diversity-including age, gender, ethnicity, race, disabilities, geography
- Experience with large and complex organizations
- Current or prior CEO, COO, or CFO level experience
- Skillset-including finance, legal, auditing, government affairs, public relations, community experience, and knowledge of the organizations
The third step for the nominating committee is to give a list of candidates to the full committee for discussion and review.
The committee then makes contact with each candidate to make an assessment for a high level of personal and professional integrity, as well as to assess their level of commitment to the organization, and availability. This is often done by assigning one member of the nominating committee to one candidate, who will bring a candidate summary with recommendations back to the full committee. Additional interviews by the nominating committee and the CEO may be necessary to ensure due diligence. Additional interviews may be conducted with the assistance of a third party.
The committee forms a final slate of recommended candidates to the full board for formal approval. Nominees should not be present at this meeting to allow for open discussion by the board.
Nominations from the Floor
An organization’s bylaws may allow nominations from the floor, which are also known as open nominations. Open nominations occur during a meeting.
During open nominations the chair asks for nominations from the floor. Members may nominate a candidate for one or more positions. As a courtesy to other board members, board members should not offer up more than one candidate for a position until other members have had a chance to nominate a candidate of their choosing. Candidates from the floor may nominate themselves. A person may serve more than one position or office if the bylaws allow it. A nominee may decline a nomination from the floor.
Nominations should be taken in successive order as outlined in the bylaws. Nominees may remain in the meeting during floor nominations, voting, and counting. Care should be taken that floor nominees meet the requirements stated in the bylaws. To prevent the problem of a nominee being elected who is not eligible, it’s a good practice to present members with an eligibility list prior to taking floor nominations.
Nominations by Ballot, Mail, or Petition
Nominations may be taken by written ballot, either at an independent location or by mail, similar to the election process. This method gives the board an idea of the board’s preferences without taking an actual vote.
Nominations by petition are less common. When stated in the bylaws, nominees can petition for a board position by getting a designated number of signatures on a petition.
Motions Related to Nominations
The chair opens the floor for nominations. Robert’s Rules states that a member should not interrupt a speaker who has the floor or a member who is making a nomination. Nominations must be seconded, unless the bylaws indicate otherwise. Members may debate the nomination openly. Nominations require a majority vote to pass.
Nominations are closed after all nominations are taken, not after each nomination. The chair will ask for a close of nominations when it’s clear that all members have had an opportunity to nominate their candidates. Closing nominations requires a 2/3 vote.
Members may vote by written ballot, voice vote, or a roll call vote. A member may move to reopen voting. If the vote to reopen voting is negative, it can be reconsidered.
If a person who had more than one nomination is elected to two positions, he can choose which position to serve. If the nominee is not present, the board may vote on which position the nominee will serve. The board votes again to fill the vacant position.
Having an established process for nominating and voting for board members prevents problems and helps organizations maintain fidelity. For example, if a member is elected and then resigns, the president or board chair may appoint a new member. Presidential and chair appointments bypass the careful vetting process of committee selection, which can lead to dissension between board members.