Members or shareholders of organizations often enjoy reading the bios about management and board directors that lead the charge, especially when new board members are elected. News about nominations for open board director positions and upcoming elections makes for exciting articles in organizational newsletters and informational email campaigns.
To the average board member or shareholder, it may seem that new board members magically appear on the company letterhead and in other documents at a specified time of year. The reality is that most boards have a designated process and a long timeline for recruiting, nominating and electing new board members. The company newsletters and email blasts don’t reveal all of the work that goes on behind the scenes to make board nominations and elections happen.
Electing new board members is an active and ongoing process that peaks at election time. Board director elections are one of the most important duties that boards have. Forming a board with a high caliber of directors creates a synergy in the boardroom that produces the highest potential for innovative and progressive results.
Constructing a Timeline for Board of Director Elections
Imagine a board where the terms of all directors expire at the same time. Periodically, an entirely different set of directors would be running the board. Would that be a bad thing? It could be if the new board lacks experience or if they are not committed to the organization’s mission. A complete board turnover might also make conditions right for a hostile takeover. Typically, the bylaws for boards of directors in the United States describe a process of staggered terms, so that these things don’t happen.
Staggered terms allow boards to integrate and orient new board members to the culture of the board, helping to create a collaborative environment.
The bylaws should outline a timeline for annual elections of the board directors. Most organizations hold elections at about the same time each year. Often, the bylaws state that elections should occur at the annual meeting.
Board recruitment should be a continual process so that the members can round out the board with the best possible candidates.
The Nominating Committee Vets Candidates
While recruiting new board members is an ongoing process, most organizations have a nominating committee as a standing committee. Any member in good standing can recommend someone to be a board member and should submit the name to the nominating committee for further exploration. It helps for the nominating committee to have many candidates to review.
As the election nears, the nominating committee should review the bylaws to be sure they are following the nomination procedures accurately.
Members of the nominating committee each select one or more candidates to evaluate further and bring their findings back to the nominating committee. Part of this process includes reaching out to the candidates to assess their interest, qualifications and fit for the board. Many boards require nominees to fill out an application that clearly states the criteria, qualifications, and expectations of the organization’s board members.
The committee reviews and discusses all candidates before coming up with a final slate of nominees. Some organizations find that hiring a neutral third party provides an objective perspective that helps to highlight the best candidates.
Some organizations either require or provide the opportunity for the CEO to interview the candidates and provide feedback to the nominating committee.
Areas of Competence for Board of Director Nominees
Every board needs at least one good financial expert. No board needs five of them. The best boards have a diverse skill set around the boardroom. To get the right mix, the nominating committee should review the composition of the board individually, professionally and collectively.
The Red Cross provides a good example of their expectations for diversity of board candidates. Their bylaws state, “Diversity, including, but not limited to gender, ethnicity, race, age, disabilities, and geography.”
Here are many of the common skills that nominating committees look for in board candidates:
- Strategic planning
- Industry experience and expertise
- Accounting and finance
- Business development
- Public relations
- Event planning/fundraising
- Internet and social media
- Membership development
- Cybersecurity Expertise
Depending upon the needs of the organization, the board may have additional criteria.
Presenting the Nominees to the Board of Directors
The next step is for the nominating committee to present the slate of nominees to the board. The nominating committee should compile a packet of information on each nominee including their names, biographies, resumes and possibly a photo. Board members should receive these packets in enough time to review each nominee.
At the appointed meeting, the full board votes on each nominee, giving them a “yes” or “no” vote. The nominees who make it past this process will have their names placed on a ballot for full board membership voting. The voting can be either verbal or written, as outlined in the bylaws. The board may go into executive session to avoid any awkwardness while discussion takes place. Nominees should not be present at the meeting when the vote is taken so that board members feel comfortable asking questions and sharing information about the nominees.
Robert’s Rules of Order state that it’s customary to take nominations from the floor. The bylaws will state the appropriate time for this to occur. Depending on the bylaws, the board chair may accept nominations from the floor for one seat or for multiple seats at a time.
The board secretary should record the results of the vote in the minutes.
Announcing Election Results and Orienting New Directors
Inducting new members to the board is a celebratory time. When the nominating committee and board directors approach director nominations and elections strategically and thoughtfully, the new board gets a fresh start. The eagerness of new board directors can infuse new life into a static board. This is the time to prepare print and online announcements with pride and statements of optimism for the future.
Penn State provides a good example of how to write an announcement for election results.
After offering well-deserved congratulations and after the board has completed any post-election traditions, it’s time to set up a formal orientation for the new board directors. A separate committee handles orientation with participation by the CEO or board president. Orientations can be simple or elaborate. The orientation process should include presenting the new director with a board handbook and explaining their new duties and responsibilities. This is also a good time for a tour of facilities and some networking with key individuals.
Concluding Thoughts on Board Elections
Organizations developed boards of directors on the premise that the best decisions are group decisions. A board that is diverse and well-rounded offers sage advice, sound counsel, built-in accountability, tenured experience and unparalleled expertise.
While the nomination and election processes are arduous and time-consuming, magical things can happen when the names of new board directors appear on the letterhead. However, the process can be streamlined by using a board portal. Using a board portal can enhance collaboration in a secure environment, which allows nomination documents and candidate information to be passed along seamlessly. This will simplify the voting process and improve communication.