My nonprofit had more people come forward to run for the board than the number of vacancies. The board recommended only certain candidates to the members, the same number as there were vacancies. Was it ethical to do that?
It was not unethical, and I see it as a good way, although not the only way, to practice wise governance in relation to the election of directors.
Let’s talk about the board’s role in its own succession planning. This is an essential governance activity for ALL boards. Even if there are no term limits and directors stay for decades, they will eventually move away, change their priorities or have a change in their personal circumstances that makes board service no longer possible. Boards faced with an in-year vacancy, or an unexpected vacancy as the annual general meeting approaches, need to have identified a pool of qualified candidates. Rushing out to twist arms is not wise governance!
It is highly unwise to start succession planning by naming people you know. Always develop criteria before identifying individuals. A job description, board profiles of each current director and/or a detailed matrix can help identify the general skills, knowledge and attributes needed to govern your particular organization. Then the board, generally through its Governance or Board Development Committee (yours might still be called a Nominating Committee), adapts the criteria each year. The list may not change, but the emphasis on differing skills and knowledge changes depending on circumstances such as:
- Expected departures from the board, leaving skill, knowledge or relationship gaps
- Expected departures from officer roles
- Changes to the strategic priorities or directions arising from strategic planning, or an annual review of the strategic plan
- Changing demographics or involvement in the community being served
- Results of a governance review
- Changes in the type of revenues or funder expectations
From this analysis, the board can learn what types of directors it needs to be able to govern well in the coming year. It can then ask candidates for resumes, profiles, interviews, references and other information to help determine if the current pool has sufficient excellent candidates for the critical gaps. If not, new recruitment efforts will be needed. The organization is in effect hiring new leaders, and should carry out the same due diligence that organizations would when hiring senior managers.
In many organizations, only people who have proved that they will keep their volunteer commitments have any chance at board service. Committees can be an excellent way of finding out who will be constructive, reliable and show good judgement at the board level.
As you can see, a board that is taking governance seriously will know which candidates are the best fit for its needs. There may be particularly critical individuals on the list — perhaps someone willing to take over the Treasurer role. There may be individuals on the list who, while good supporters of the organization, do not have the skills, knowledge, relationships and attributes needed at that moment on the board. There may even, sigh, be people on the list who fit the “no way, never!” category, because they are disruptive, lacking integrity, unwilling to learn needed skills or just too egotistical to put the organization first.
Often members have little contact with the board, and know few if any of the individuals who have come forward. Some have not served on boards and received board education, so they may not know the skills needed for board service. If they care about the organization, they should want to know which ones the board recommends. Then, they can make their choice based on whether they want the current governance approach to continue or want major change. A board recommendation can cause members to vote against those candidates if they are dissatisfied with the board.
So yes, I am a believer in board recommendations. They are not always obvious. The chair or governance chair may have held private conversations to encourage good candidates to run and discourage others. The latter may be encouraged to join a committee first or otherwise improve their qualifications before trying again. The list of candidates presented to members may even be the same number of people as there are vacancies and their election therefore assured. Note that a vacancy includes any position where the incumbent director has completed a term, whether or not they are standing for reelection.
In many cases there is a cut-off date for receiving nominations, and nominations are not accepted from the floor. Given the above description of the issues involved in matching candidates to organizational needs, you can see why nominations from the floor are not a great way to choose new leaders.
That said, the board should not prevent other candidates from running and should make their names and information equally known to the members. The membership may want changes, or may feel a particular individual on the board’s list is unsuitable.
I do not believe that closed slates are as ethical as allowing voting for individual candidates. Closed slates can be a means for ensuring that a really disliked person is elected along with those the members would want, since they don’t want to turn the others down. By the way, some people say slate when they really mean list. With a slate, voters say yes or no to the whole group on the slate. In most elections the voting is by individual candidate.
Other organizations handle the elections by publishing the criteria they would have used to develop a list, and giving fairly complete biographies of the candidates so the members can determine which ones would be best. This method is respectful of democracy. However, candidates don’t tend to write biographies that reveal negatives such as rarely attending meetings of the committee they served on and failing to keep commitments! I believe this approach requires considerable lead time so people have time to study the candidate information; you can’t just substitute quick speeches at the AGM.
Other organizations handle the situation by greatly restricting voting membership, sometimes just to board members. Other participants in the organization have no say in the board election. This system is used by a great many nonprofits, and works as long as the participants are satisfied with the board. If they become dissatisfied, they “vote with their feet” since they have no mechanism for changing the leadership. This system is particularly common in all-volunteer organizations where board members must all carry significant operational workloads, and do not wish to risk having directors that don’t work equally hard.
So there are various ethical ways that a board can influence the election of directors to best suit their needs and criteria. Waiting to see who comes forward at the last minute is the least suitable method.
Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.
Because nonprofit organizations are formed to do good does not mean they are always good in their own practices. Send us your ethical questions dealing with volunteers, staff, clients, donors, funders, sponsors, and more. Please identify yourself and your organization so we know the questions come from within the sector. No identifying information will appear in this column. To submit a dilemma for a future column, or to comment on a previous one, please contact editor@charityvillage.com. For paid professional advice about an urgent or complex situation, contact Jane directly.
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