Building the best board: focus on better governance before, during, and after the nominating committee meets.

ARGUABLY, THE MOST IMPORtant committee in any nonprofit organization is the nominating committee. It can ensure the successful growth of an association or mismanage the process to the organization's demise. The governing board acts as a unit but it is only as effective as the sum of its parts: the individuals who comprise the board.

In November 2003, the ASAE Board of Directors approved a document called "Radar Screen of ASAE Strategic Issues in Association Management." The 20 issues in this document help focus the strategic direction of ASAE. Two, in particular, address board nominations specifically:

* Volunteer leadership in many associations is shifting from prominent people who have achieved success to career builders who come on board with a different set of motives and expectations.

* Factors thought to have the greatest influence on the effectiveness of board governance are shifting from representational demographics to board member competencies and from board member access to reliable information about the needs of distinct and varied membership segments.

These two issues reinforce the need for a thoughtful, well-guided nominating process that ensures effective association leadership.

An organization's bylaws usually dictate who chairs the nominating committee (often the immediate past president) and who will constitute its membership. Ideally, no more than six to eight individuals are charged with the nomination process and their qualities reflect those sought for effective board members. They should be ethical, strategic thinkers who understand the organization's volunteer-staff partnership and the committee process. Regardless of the committee's composition, safeguards should ensure that the most qualified leaders serve on the governing board. This article reviews the steps for a meaningful and effective nomination process.

The preparation

Before the first meeting of the committee, draft a timeline, starting with the end in mind: the election or the first meeting of the new board. An effective timeline includes the dates on which the nominating committee will meet (face-to-face and via teleconference), when the call for nominations will be sent to the membership, and other key activities important to the process. Typically, the call for nominations goes out six to nine months in advance of the election, allowing sufficient time to receive nominations and evaluate the qualifications of potential candidates.

Other tasks to accomplish in advance:

Provide a comprehensive orientation for the nominating committee. Include a review of duties, the timeline, and solid coaching (usually from the chair) to stay focused on nominating the most qualified individuals for each open board seat and not to be swayed by the inevitable lobbying that will occur, especially for national boards.

Identify the qualifications needed for open board seats. Then clearly communicate them to the committee members and to the association's members. (See sidebar, "Qualifications List From the National Association of Mortgage Brokers.")

List qualifications in position descriptions for both officers and at-large board seats. Make position descriptions consistent with the association bylaws, but include details about the specific responsibilities of each position.

Create a prospect information packet. Organize acknowledgement letters, position descriptions, copies of the bylaws, and other documents in such a way that they can easily be sent to candidates. It's also a good idea to provide a checklist of things candidates must submit, such as a resume or curriculum vitae, a list of personal or business references, and a signed release for background checks.

Identify qualified candidates. Individual association members are an excellent resource. Enlist state and local components, staff members, committee volunteers, and the general membership to help identify prospective board candidates. Encourage them to nominate themselves as well.

The nominating process

After the committee has launched the call for nominations, keep committee members informed via conference calls and e-mails, and issue deadline reminders to the membership at large through print and online newsletters and your Web site.

When the deadline for nominations is reached, the candidate review process begins. Following are some suggested procedures for conducting a thorough review of nominees:

1. Arrange one-on-one interviews between individual committee members and candidates. Create a set of questions to be asked of each candidate for fairness and consistency. Of course, you'll want to ask why they wish to serve on the board, how much time they can devote to board duties, and whether they understand the bylaws and goals of the organization.

2. Conduct background checks on prospective candidates. This step has risen in importance recently, as internal and external audiences often question ethics and board actions. The process is also a good pre-emptive measure that reflects due diligence.

3. Start committee deliberations. Provide the nominating committee with a binder subdivided into sections for each open position. Include in each section every nominee's resume, background check information, questionnaires, and any other supporting information. To maintain confidentiality it is a good idea to collect and destroy the binders when the meeting concludes.

During this meeting, encourage committee members to speak openly about their one-on-one interviews and offer additional information they may have about individual candidates. Organize deliberations to look at each board seat and the candidates nominated for that position. Starting with open officer positions is a good way to begin the deliberation process, since there likely will be qualified individuals for those coveted spots. More difficult is selecting two or three candidates for at-large board seats from a long list of nominees.

4. Use a predetermined decision-making plan if deliberations about a particular individual or board seat become lengthy. One effective method for decision making is discussed by Charles H. Kepner and Benjamin B. Tregoe in The New Rational Manager (1981, Princeton Research Press).

Using this method, list the musts and the wants for a position in a spreadsheet and weight them for importance. The musts often reflect bylaws requirements and may provide an immediate rejection of an individual candidate. An example of a must might be "to serve in an officer position, the individual must have served on the governing board."

The wants are a brief list of desirable characteristics weighted in terms of importance (a 1-to-10 scale, with 10 being the highest weight) and agreed to in advance by the committee. "The ability to think strategically rather than micromanage" may receive a 10 weight, for example, while "breadth of experience" may receive a lower weight. Using a simple mathematical calculation, each candidate is scored by the committee. A wide difference in scores typically points to the most qualified individuals.

5. Reinforce expectations to your prospective board members. Once the committee has completed its selections, prospective board members should be reminded of their specific responsibilities and the expectations of service. To reinforce the importance of the position, the National Association of Mortgage Brokers asks candidates to sign a standard agreement form. (See sidebar for an example.)

The follow-through

In some associations, the final election of the slate of officers and board members is conducted at an annual meeting by a consensus vote of the members; some associations accept mail-in or e-mail ballots. Many organizations recommend a single candidate for each position, while others advance the names of two or more candidates. Bylaw provisions may allow for write-in candidates or nominations from the floor, voice votes, or secret ballots. Regardless of the complexity of the final vote, a number of tasks must be completed shortly after new board members are elected.

1. Acknowledgement. Retiring board members must be properly acknowledged for their service--often publicly and with a plaque or other token of appreciation. Candidates who were not nominated should be encouraged to volunteer and enhance their leadership skills.

2. Orientation. Orientation of the incoming board is essential to further ensure effective governance. The ideal means is an individual orientation with the chief staff executive and a current or veteran board member. An effective orientation reviews the position description, key governance documents (strategic plan, bylaws, budget, prior year audit, a year or two of board minutes, and staff and volunteer organizational charts), and delineation of responsibilities (for example, staff address day-to-day operational issues and board members focus on strategic governance).

3. Retreat. An additional strategy is a board retreat at which the new board reviews the strategic plan, noting items that have been accomplished and adding additional objectives. Some associations invite committee chairs, senior staff, and other key stakeholders to this meeting, which also may incorporate annual planning.

ASAE's annual CEO Symposium offers a superb opportunity for the chief elected officer and chief staff officer to learn one another's working styles and preferences in addition to effective methods of board governance. The working relationship between the two is critical for a successful year for both and plays a major role in fostering a culture of trust, which is a foundation of successful organizations.

A final thought

Putting together an effective board starts before the recruitment process. It requires the support of the chief staff executive, the board, and the nominating committee; strong focus on the qualifications needed for the positions; and procedures to ensure that the best candidates are presented to the member electorate. Association leaders usually have the advantage of seeing how volunteers perform at a lower governance level before they come into the board nominating mix.

RELATED ARTICLE: Board of Directors

Agreement Form

I hereby acknowledge that

1. I understand the requirements of the position and the general terms under which I will be asked to serve, if elected.

2. I will do my best to attend each and every required meeting, held via teleconference or in person.

3. I have read and will adhere to the Board Member Code of Conduct.

4. While participating in meetings as an officer or director of the association, my first allegiance and priority and my fiduciary responsibility and liability are to the National Association of Mortgage Brokers and to its members whom I will be representing.

5. I will inform the nominating committee and NAMB board about my involvement, or that of my firm, in any material litigation that could negatively impact the reputation of NAMB and my fellow board members.

6. If applicable, I am current in any and all state licensing requirements.

Having acknowledged the above, I agree to serve NAMB if nominated and later elected by the NAMB membership. I acknowledge the significant commitment of time required in attending at least four board meetings per year as well as time required to discharge my duties between board meetings. I am aware that the cost of participation may be several thousand dollars per year to me personally (see Board of Directors Travel Expense Policy).

Name

Signature

Date

RELATED ARTICLE: Qualifications List

From the National Association of Mortgage Brokers

All nominees must be members in good standing and will be evaluated according to the following criteria:

1. Involvement in state and local association activity--

* breadth of experience

* effectiveness of contribution

* health of state association

2. Involvement in NAMB activities

3. Personal qualities and skills--

* proven ability to delegate responsibility to others

* respect for the opinions of others and the proven ability to work collegially with others to reach consensus

* integrity of action in business, association, and personal activity

* proven ability to place the interests of NAMB above personal, state, or regional concerns

* proven ability to see the big picture, focus on strategic direction, and not try to micromanage the association

* proven willingness and ability to express opinion and to engage constructively in discussion and debate

By Michael J. Nizankiewicz, CAE 

Michael J. Nizankiewicz, CAE, holds a doctorate of philosophy in business management; is vice president of Association Management Group, McLean, Virginia, an association management company; and serves as the executive vice president and CEO of the National Association of Mortgage Brokers, McLean, Virginia. E-mail: [e-mail].