Board member election process: Secrets for success
Serving on a nonprofit board is not just a role; it’s your chance to make a tangible difference. Each board member embarks on a unique journey guided by the organization’s bylaws, which outline the path from potential candidate to pivotal leader.
Here is how volunteer board members are chosen and why your organization’s governance structure matters when it comes to board member election. Those who may be unfamiliar with board governance — volunteers, donors, constituents, and even vendor and business partners — may wonder how nonprofit boards select new members.
For a nonprofit organization with a traditional board structure, the answer can be found in the bylaws. Nonprofit board bylaws provide guidelines for board candidate eligibility and selection of board members as well as other board matters.
There are no federal or state laws that establish specific rules around board elections for charitable organizations. According to Nonprofit Issues, even the IRS “does not care who controls the organization so long as it operates ‘exclusively’ for charitable purposes.”
Non-member organizations (where constituents do not vote and the board is responsible for choosing members) themselves determine which structure is appropriate. Each organization also specifies the rules by which it is governed — including those related to board membership — in its bylaws.
What do bylaws say about board member selection?
Bylaws provide details on how organizations are set up to function in achieving their goals. As explained by Charity Lawyer, some of the essential information about selecting new board members that are included in nonprofit bylaws addresses the following:
Your organization’s governance structure matters when it comes to board member election.
Bylaws clarify whether the organization is board- or member-driven. If the latter, members will have the power to elect and remove board members. Voting by membership is appropriate when an organization aims to provide its constituents with democratic control over the entity. This structure is common among organizations that exist to serve their members, such as trade associations, chambers of commerce, credit unions, churches, and social clubs.
Since voting members have legal rights, it’s important for bylaws to clarify membership criteria, privileges and obligations, including those related to voting eligibility. In extreme cases, divided membership can lead to election battles where each side promotes its own cause and candidates, which can be avoided by clear bylaws.
In the more common board-driven structure, a self-perpetuating board serves as the “ultimate seat of authority within the organization.” Board members vote for their own replacements. Such boards run the danger of becoming “insular and unresponsive to the needs of constituents” if board membership is not refreshed regularly.
Who is in control in a nonprofit organization?
As Charity Lawyer reminds us, “no one ‘owns’ a nonprofit corporation, (but) there is always control.” Beyond indicating whether the organization is board or member-driven, the bylaws address other considerations about control. In many states, nonprofit board members can be appointed by third parties or serve in ex-officio positions based on a role or office they hold. In addition, some organizations provide for reserved powers or super-majority votes to balance power among competing interests.
New board directors’ terms: How long do they serve?
Some boards have term limits for their members, and some do not, as per their bylaws. Director terms can be successive or staggered and ex-officio directors might not be subject to them. Bylaws address not only how board members can be added, but how long they may serve and how they could be removed if necessary.
Bylaws are open to interpretation
As much as bylaws inform board election criteria and process, they may also leave much room for interpretation and flexibility. Within the construct of organizational rules, boards often evolve their processes in keeping with the cultural norms and leadership skills in place. While that often promotes continuity, it also can produce risk.
When board members continually serve for consecutive terms, boards might be tempted to forego the official election process. Failure to follow the bylaws jeopardizes the validity of any board action taken while the board was illegally constituted. Furthermore, by maintaining the same members, the board risks losing opportunities to cultivate new ideas, sources of funding, and leadership.
How can you make sure that your board is up to the mission, with the right people in the right roles? We have two words for you: skills audit. Our board skills audit guide covers key steps for carrying out an audit from identifying what you’re looking for to creating a skills matrix. Download the guide today.
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The nomination process for electing board members
Nominating committee formation
Typically, this process begins with the formation of a nominating committee, sometimes referred to as a governance committee. This specialized group is tasked with identifying potential candidates who not only possess the necessary skills and experience but also embody the values and vision of the nonprofit.
The committee’s role is to scrutinize the backgrounds and qualifications of these candidates to ensure a diverse and competent board. A board skills audit can help identify gaps in expertise or skillsets that need to be filled.
Candidate vetting and selection
Once potential candidates have been identified, the Nominating Committee usually conducts a series of interviews to gauge each candidate’s commitment and understanding of the nonprofit’s goals. During these discussions, candidates have the opportunity to present their vision and how they see themselves contributing to the board’s work.
After thorough deliberation, the committee then presents its recommended slate of candidates to the current board members. This recommendation can either be accepted in full or returned to the committee for further review.
Elections of nonprofit board members
The final step in the nomination process culminates in the official election, where board members vote on each candidate during a board meeting, typically held annually. This structured yet flexible approach ensures that the nomination process is both inclusive and rigorous, paving the way for a board that is well-equipped to lead the organization forward.
Building board leadership capacity
Organizations should recruit the board members with an eye to filling board leadership roles. Beyond skill sets, board members need to bring willingness and capacity to step into critical leadership roles, ensuring organizational sustainability and effectiveness. An effective board selection process is strategic and incorporates strategic thought future leadership needs.
The former executive director emphasizes the importance of thoughtful officer selection. “The executive committee served as my go-to team, not to mention the people who evaluated me. Board and officer elections were critically important to me, yet it was always hard to get people to step up.”
She explained how her board previously interpreted the nomination process in the bylaws. For years, the incumbent chair would ask, “who will nominate a chair for next year?” There was no strategic thought behind the query, and the former executive director admitted the silence that followed was excruciating.
She decided to work with the governance committee to develop an officer succession plan. They created a process through which board members engaged in ongoing education and created a culture of mentoring, so each officer and committee chair was responsible for preparing others to step forward in future election processes.
Another seasoned director of multiple nonprofit boards also shared some observations about similar experiences with board election processes. “I don’t recall a ‘free’ election ever,” she says, noting that members of the executive committee typically hand-picked their successors. “We should be selecting those who demonstrate consistent leadership and willingness to take on responsibilities.”
Choosing new board leaders based on willingness and commitment
Willingness is a key factor in electing board officers. In fact, it’s part of the first of two critical questions that board member considers paramount in the officer election process:
- Who has time (to stay engaged in the governance process)?
- Who demonstrates consistent commitment to serving the best interests of the organization?
Optimal board member selection and board officer election processes start with board bylaws and perhaps concludes with finding answers to those questions in consideration of candidates not only for board chair, but any officer or board member. The best process is ongoing; it culminates with new board members, but never stops looking for future members and leadership.
How board management software can support board member election
Board member selections and officer elections are essential to the success of an organization, and the more efficient and smooth the process is, the more time the board and committees can spend on finding and supporting the best people for open positions.
Board management platforms such as BoardEffect can make the election process more efficient and effective Nominating committee members can use dedicated workrooms to share and edit documents and other information, including recommendations and resumes.
Boards looking to do skills audits on their current members can use BoardEffect’s tailored surveys to gather information on demographics and the skills and experience of members. The results of the audit can be stored in the Resource Library, which is accessible to all board members.
Skills audit results are invaluable to the nominating committee when searching for potential candidates that can fill skills gaps on the board or who possess skills and connections that will be needed for future projects or plans.
BoardEffect is designed to support volunteer boards of mission-driven organizations and offers the integrated features for nominating committees and boards to elect and onboard new members. Find out how we can help today.
