CBLD Field Guide - Nominating Board Candidates
CBLD Field Guide - Nominating Board Candidates
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“Whenever the people are well-informed,

they can be trusted with their own government.”

— Thomas Jefferson

“You have to remember one thing about the will of the people:

it wasn’t that long ago that we were swept away by the Macarena.”

— Jon Stewart

 

Why screen and nominate?

CBLD_logo_full-transScreening and nominating candidates makes sense. More and more, co-op boards are recognizing that finding talented and committed people to govern their community-owned businesses is too important to be left to chance. Member-owners can only fully exercise their democratic right to choose a representative if they are able to make a knowing choice among qualified candidates. Member-owners often comment that they would like more guidance on how to distinguish and choose among board candidates. The board not only holds the fiduciary responsibility for ensuring strong leadership for the co-op but it also has a unique insight into the kinds of skills and capacity that would be most beneficial to the co-op. As long as the process is fair and transparent, member-owners benefit when a board assesses its own strengths and weaknesses and actively recruits and recommends a panel of candidates capable of representing and serving the member-owners. (As a check against abuse or flaws in the process, co-ops should have an alternative means of ballot access for any member-owner in good standing, which is independent of receiving a formal board nomination or endorsement, such as by petition or other means of self-nomination). Finally, a robust recruiting, screening and nominating process can help a co-op to meet the ultimate goal of ensuring that has more than enough qualified candidates for the next election, for future appointment opportunities, and for elections in the next five years and beyond.

 

Steps to a Successful Board Nominations Process

Step 1: Lay the Foundation

  • Start with your co-op’s bylaws. It is always a good idea to do a quick check for any legal requirements relating to director nominations and elections.
  • Develop a policy that articulates the board’s values around board development, including desired qualities of directors. (See Board Process Policy C1 Governing Style and C5 Code of Conduct from the CBLD Policy Template, available in the CDS CC Library). For example: 

Step 2: Establish a process for managing the work.

  • Write specific procedures for recruitment and nominations, including a timeline that flows into your co-op’s annual meeting and election cycle. Be sure to account for lead time for printing of election materials and ballots and for any candidate prerequisites.
  • Determine roles and accountability:
    • Consider establishing a standing Nominations Committee, comprised of directors whose seats are not up for election and possibly past directors or other non-director member. A Nominations Committee performs duties such as planning and overseeing recruitment, screening, candidate interviews and elections.
    • In the alternative, convene a broadly defined Development Committee with responsibility for both nominations and board development (including orientation of new directors, training, and board self-evaluation).
    • If designed by the committee, the procedures, communications and timeline should be brought to the full board for approval.
    • As always, every committee should have a well-defined charter.

Step 3: Determine the Qualification Requirements.

  • Don’t be afraid to set a high bar—your co-op deserves it!
  • The board should agree on pre-requisite criteria to demonstrate that candidates understand the role of governance before they commit to serving on the board. These criteria might include attending one or more board meetings, attending an information or orientation session, participating in an interview, and verifying that they have read an informational packet.
  • Develop a system to score and/or rank candidates’ application materials and interview performance.
  • Keeping in mind the overall goal of assuring enough candidates on the ballot, the board has several options for the final outcome of the process, such as: (1) simply screening out any unqualified candidates; (2) formally endorsing all qualified candidates; or (3) nominating a slate of qualified candidates. Choose an approach that is the best fit for your board and apply it consistently.

Step 4: Develop the plan.

  • Create a candidate application package that concisely outlines job duties and expectations of the board, especially the time and attendance commitment. Include clear application instructions and describe how the process will unfold. (See sample instructions below.) Ask candidates to identify relevant skills and experience and to provide a personal statement to provide the basis for the candidate profile to present to the member-owners.
  • Include your Conflict of Interest form in the application; you don’t want to find out after the election that a candidate has an overriding conflict!
  • Establish a formal interview process with appropriate questions that relate to the qualities the board has identified as important. (For example, “Describe a situation in which you disagreed with a decision being made in your organization and how you handled it.”)
    • Be sure that any directors or committee members who handle the interviews are informed about interview protocol, including the need to treat all candidates equally.
  • Consider an orientation or informational session for candidates as part of the nominations. (Some directors find out too late that the job is not what they thought it would be.)
  • Incumbents should also be subject to the nominations process, although the board may choose to exempt them from certain requirements, such as attending a candidate orientation session.

Step 5: Recruit a strong pool of candidates.

  • Determine what qualities are being sought in this election, in addition to the general qualities listed above. These might include length of ownership, diversity (including age, socio-economic, racial/ethnic, gender, etc.) or multi-cultural competence.
  • Understand the importance of self-perpetuation. Work year round to develop a broad leadership circle that can become a pool of potential candidates.
  • All board members are responsible for recruitment.

Step 6: Screen, nominate and present the candidates.

  • Implement the excellent process have you have designed!
  • After screening is complete, evaluate all candidates according to a uniform system. A Nominating Committee should prepare a written report for the full board.
  • As a board, nominate or endorse all candidates who are qualified. Ideally the number of qualified candidates will be greater than the number of available seats, so that member-owners will have a genuine choice to make among good options.
  • Inform candidates of the board’s decision, making sure that this occurs in time to allow any non-nominated candidates to self-nominate or petition for inclusion on the ballot.
  • After all this good work, the last, vital step is to let your member-owners know! Use several different methods to introduce candidates—both board nominated and otherwise—to member- This might include featuring candidate bios in the newsletter, on the co-op’s website, attached to the ballot itself, and in an annual meeting mailing. Some co-ops also choose to hold candidate forums or offer an opportunity to meet candidates in the store.
  • In communication materials and on the ballot, indicate how candidates came to be placed on the ballot (for example by board nomination, self-nomination, or petition).

Step 7: Post-election review.

  • After the election, the Committee should review the entire process and make recommendations for the next cycle. What worked well and what could have been improved? Seek input from board, operations, newly elected directors, candidates who were not elected, and even member-owners, who can all provide insight into the process from many perspectives.
  • Periodically evaluate your current approach to take into account new innovations and evolving best practices.

 At every step: Communicate!

  • Have written board guidelines and protocols in place for the process, and review them regularly.
  • Begin the election cycle with communication to member-owners about how the system works.
  • Provide clear communication to candidates throughout the process.
  • Anytime you implement significant changes, have a good communications plan so that member-owners understand any new requirements and why changes are being made.

Properly conducted, a nominations process can be an invaluable tool to help a board to reach clarity on what the co-op needs and expects of its board and its directors, to identify candidates who fit the bill, and to give member-owners a meaningful way to participate in the democratic process.

 

 

Discussion Questions:

  1. What are the qualities of a fair election?
  2. How can a board take an active role in perpetuating good leadership for the co-op?
  3. When we look at our current board roster, and then consider future board turnover, how might we describe the opportunity for people leaving and joining the board?
  4. How important is it that we can look at our co-op community and easily identify qualified member-owners who are ready to serve on the board, whether as an appointee or an elected candidate?

Related Resources:

 

Sample Instructions to Candidates:

 

Thank you for your interest in board service with XYZ Co-op! To help co-op member-owners evaluate candidates, the Board has established a nominations process to identify all candidates who demonstrate the appropriate skills and degree of commitment for board service. The Board’s policy is to nominate all candidates who meet the requirements of the nominations process. Candidates who do not wish to complete the process, or who do not receive a board nomination may still run for seat on the board through the ______[identify the alternate process].

To qualify for a board nomination, candidates must:

  • Attend 1 or more board meetings
  • Attend a candidate info session
  • Complete the candidate application forms and submit by the stated deadline.
  • Participate in an interview with the Nominations Committee.
  • Sign an acknowledgement of the Board’s Code of Conduct.
  • [Other requirements your board identifies]

After the [board/committee] has determined that an initial application is complete, all candidates will be contacted by a member of the Nominations Committee and invited to interview in person with the Committee to discuss your candidacy. At the interview, the Committee will ask each candidate the same series of questions and will also provide time for candidates to discuss any relevant aspects of their candidacy. All interview responses will be kept confidential by the Committee and full Board.

After interviews are complete, the Board will nominate all candidates who are adequately qualified. All, some, or none of the candidates may be selected for board nomination. Candidate profiles and the ballot will indicate whether the candidate has chosen to go through the board nominations process and whether she or he has been nominated by the board.

Please contact ______ if you have any questions.

All applications must be submitted to ______[place] by _________ [date and time.]