I’ve been reading a lot about the recruitment of new nonprofit directors lately. It can be a controversial issue and unless your Board Governance Documents cover the process, it can lead to anything from hurt feelings to animosity. ED’s and board presidents: How does your organization handle recruitment of candidates for consideration to serve on the board? I am really curious.
In my opinion, the Governance Committee owns and leads this important process but it must secure and strongly consider the Executive Director’s input along the way. The ED’S opinion probably is worth the same as any one director’s opinion (maybe even a bit more) but should not be determinative of the final decision.
I understand there could be special situations that might change my opinion. I am just saying that since the board has the fiduciary duty to the organization, it ultimately makes the final call.
What say you?
There’s no doubt that recruiting volunteer board members is critical to the success of any corporation. If the organization has a governance committee, one of its roles could be that of the traditional Nominating Committee. Governance policies need to clarify and limit the executive’s role in finding and recommending board members. While 99% of executives will do it right, but I agree with containing their influence.
Why attempt to “contain” the ED. You want a strong ED and, for the most part, a strong set of board members who can civilly exchange opinions.
In fact, I suggest that as the nonprofit grows, the ED should become a president/CEO and, where allowed by law, a voting member of the board. For more details, see my blog site and the third edition (2011) of my book, Policy vs. Paper Clips.” The latter can be sampled on Amazon with Look Within feature.
The title of the chief staff officer means little to me. However, I have come to believe that it is not right to have that person serve as a voting member of the Board. Certainly their input is critical, but in order to have the appropriate levels of checks and balances, and to avoid any conflict of interest, there should be a separation between the administration and the governance of a nonprofit. There are too many EDs/CEOs/Presidents who see the organization as theirs – they run it, they own it, they manage it. It is not theirs, and that has to be clear.
Dan is right but there are other considerations that must be taken especially with regards to an NGO. These are focus groups and it is most likely that the directors/Board must have strong backgrounds surrounding the focus of the NGO. The operations of the organisation will inform who are identified for membership also.
If the board is governing on behalf of a group of identifiable individuals, is it not the responsibility of those individuals to approve the process and identify the appointment/election of directors? Furthermore, if the ED is an employee of the board, then there is a potential conflict of interest when an employee is ostensibly appointing his/her employer(s).
Well, my thinking, when opening this discussion, did not assume the board was acting for an identifiable group of individuals but instead for a traditional 501 c 3 nonprofit organization. For publicly traded companies, the shareholders vote on directors. Nonprofits would be another matter. I do tend to agree with you regarding an ED hiring his/her employer. An ED should have significant input but no vote and no assumption that he/she can stack the deck.
Thanks for your thoughts on this topic. Lots of comments both here and elsewhere…
The Board is responsible for selecting its fellow members. However, it should be a collaborative process that includes the ED. This process should include identifying and agreeing on needed/ desirable skills, professions and demographics. It also includes identifying potential candidates.
I have always appreciated the question someone asked, “If the Board is responsible for managing the CEO, who is responsible for managing the Board?” The answer, of course, is the Board Gevernance Committee (sometimes called Nominating,etc.). Their duties include analyzing the skills needed on the Board and finding committed individuals who meet the desired criteria. It is always accompished with the cooperation and input of the CEO, while remembering that the Board is ultimately responsible for assessing the CEO’s perfromance and must be independent. In fact, I am convinced that almost all CEO leadership failures can be traced to a Board who lost sight of their primary responsiblity.
Thanks Randy. I’d add that governance committees can be responsible for clarity of mission, orientation of new board members, board training, and seeing that the board conduct periodic strategic planning sessions…Thanks for your comments.