Nonprofit and public boards fill vacancies in various ways. The great majority of nonprofit boards at the local level are self-appointing, but the members of many public transportation boards are appointed by mayors and county chief executives, school boards are for the most part elected by voters living in the school district, and association board members are typically elected by the association’s members. No matter how the members of your board are chosen, you can influence the filling of vacancies in order to strengthen your board’s composition. The first step is for your governance or board operations committee to fashion a two-tiered profile of the ideal board you’re looking for over the long run:
1. The broad categories of people you’d like to see on the board (for example: representatives of the business community; minorities; women; representatives of key stakeholder organizations)
2. The more specific attributes and qualifications you’re looking for in individual board members, regardless of the category the fall into (for example: having the time to commit to the work of the board; having contacts in the community)
The second step is for your governance or board operations committee to develop and execute a strategy for filling vacancies with people who fit the profile. For self-appointing boards, the strategy can be quite direct (identify the people and go get them), but for elected boards and boards selected by third parties such as the mayor or county CEO, the strategy will necessarily be less direct – aimed at influencing voters and appointing authorities.
REAL-LIFE EXAMPLES
Let’s look at some real-life examples of boards that have creatively shaped their composition in the interest of higher-impact governing:
• The governance committee of a self-appointing nursing home board I worked with not too long ago decided that it needed to diversify the mix of people on the board by consciously recruiting women, small business owners, hospital executives, and representatives of the rapidly growing Latino community. The members of the governance committee didn’t set specific targets, but agreed that in identifying candidates to fill vacancies, they would pay special attention to these under-represented categories.
• The executive committee of a public transportation system the in the southwestern US provided the appointing authorities with a profile of attributes and qualifications they were looking for in board members, and asked that the profile at least be considered in filling board vacancies. The list included: “knowledgeable about transportation issues;” “able to commit the time to committee and full board meetings;” “experience on at least two other public or nonprofit boards;” “demonstrated interpersonal skills;” and the like.
• The board operations committee of a state association whose members are insurance agents recommended that the board amend the bylaws to allow three of the fifteen seats on the board to be filled by “outside” board members who aren’t insurance agents, as a means both to enrich board deliberations and to build ties with important stakeholder organizations in the state. The amendment, which was adopted, provided that the three outside seats would be filled by the board itself, while the other twelve seats would be filled by members voting at the annual meeting.
• The governance committee of the elected board of an international trade association has put in place a kind of “farm system” for identifying candidates to stand for election to the board. The chairs of the association’s several technical advisory committees consisting of non-board volunteers (for example, professional development, annual conference program, and certification committees) are provided with the profile of desirable board member attributes and qualifications and asked to identify committee members closely fitting the profile and provide their names to the governance committee. The committee takes its nominating committee role so seriously that committee members actually check references and the top candidates being considered are interviewed, in person if possible but at least by phone.
This blog post is adapted from my book Meeting the Governing Challenge (www.GovernanceEdge.com)
