Dear Governance Matters,
I am a board member at a non-profit organization devoted to the visual arts. We are currently going though our board election process for the next fiscal year. A nominating committee was formed to create a slate. The committee ranked and voted on the nominees based on criteria created solely by the chairman of the board after he'd seen the nominees' resumes.

This has never been done before. His criteria were: racial minority; lower median age; a veteran of the armed services; male; place of residence. It feels wrong to me, and I need to know what, if anything, I should do before the election is over and the votes are tallied. Any advice?  Thanks!
-Ken

Dear Ken,
What your chairman has done is not illegal -- unless your by-laws say otherwise -- but it was very unwise of him/her. Having board members "buy into" the nominating process is important, especially when it's time to integrate the new board members into the current board team.

Moreover, the composition of the board should reflect the needs and goals of the organization. It is a good thing to set criteria for board membership but those criteria should be based on the organization's needs.

"One of each" is not a sound basis for selecting board members, nor is setting the criteria in a such a way that a particular candidate is bound to be selected. Without knowing the composition of your current board, it is difficult to ascertain if the chair's criteria are valid.

Let me give you an idea of what many consultants agree are "best practices" for nominating new board members. The board, as a whole, should answer the following:

• Where are we going during the next few years?
• Who is on the board now who can help us get there?
• Where are there gaps?
• Who has the qualifications to fill the gaps and help the organization meet its long-range goals?

Moreover, the organization should have a procedure in place for nominating new board members, including: 

• The nominating committee is formed in accordance with stated procedure in the by-laws or the formation of the committee is discussed and voted on at a board meeting.
• All members of the nominating committee are current board members.
• Criteria for selecting candidates are established before candidate selection begins.
• Names of board nominees are presented to the board as a whole and the list is voted on by the board.

A more detailed description of the process is available in the Board Leadership section of this website. Forms to help you with the assessment are also available, as is Board Tune-up Kit.

What can you do?   First, read through your by-laws to determine if a procedure already exists. If so, has it been followed?

Next, speak to the chairman, expressing your concerns. He/she will probably not be terribly receptive to making any changes at this point.

Find out if anyone else on the board is concerned about the nominating criteria and the way in which they were decided. Is anyone else concerned about the unilateral exercise of power by the chairman or about the criteria used?
 
Ask to be on the agenda for the next board meeting to discuss setting up a nominating process and criteria for future board candidates.

Hope this helps!
Anne, Editor
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