We are beginning our biennial process for the nomination and election of our Board of Directors (BOD). Our goal is to make the process, the criteria and the people involved as transparent and open as possible.
Our Framework:
The corporation’s bylaws provide the framework for many of our processes and policies. There are specific sections that speak to the nomination and election of our Board of Directors. Applicable sections include:
Nominations and Elections.
i. Formation of Nominating Committee. Candidates for the Board of Directors are selected by a Nominating Committee of not fewer than five (5) and not more than seven (7) persons who have served as Officers or Directors of the Corporation and who are not seeking a position on the Board during the current election. The Executive Director seeks out and qualifies Nominating Committee members and submits the proposed committee to the Board. The Board approves the Nominating Committee, after which the committee convenes to select a chair, solicit potential nominees, and select and qualify nominees.
ii. Nominating Committee. The Nominating Committee solicits nominations for no more than three (3) candidates for each of the seven (7) open seats. These nominees can be submitted to the Nominating Committee by Officers, Directors, staff, and by any person from a Member Entity; and self-nominations are allowed. The members of the Nominating Committee will interview all potential candidates, qualifying each based on past experience with the organization, interest in service and other factors deemed important to the board positions, and submit their recommended slate to the Board of Directors for approval. Some of those nominees can decline placement on the ballot or they may be disqualified by the Nominating Committee or by the Board of Directors. The Board of Directors may, at its discretion, supplement the ballot. The ballot must have at least eight (8) candidates and no more than twenty-one (21) in order to conduct the election,
iii. Elections. The election for the Board of Directors is held biennially, with seven (7) seats open. It is conducted by written or electronic balloting, using procedures approved by the Board of Directors. The Executive Director supervises the conduct of the election and reports the results to the Chair of the Nominating Committee who then reports the results to all candidates, to the Board of Directors and to the Nominating Committee.
iv. Assignment of Specific Board Positions. At the conclusion of the election, the Nominating Committee prepares a list of recommended Board positions after interviewing and qualifying each electee for the position best suited to his/her experience and interests. The Chairman of the Nominating Committee delivers its list of recommended Officer positions to the Board of Directors. At the first meeting of the newly-elected Board, they vote to accept as recommended or amend the positions. The Nominating Committee is temporary, created prior to each biennial election of the Board of Directors and disbanded after the completion of the election. The Executive Director of the Corporation shall be an ex officio member of the Nominating Committee.
Our Governance Model:
Our Board of Directors (seven elected positions) is a “governance” Board, meaning that they do not engage in the operational aspects of the organization, but rather, they provide vision, strategic direction and oversight of our volunteer leadership. The processes that we follow to nominate, vet and elect our Boards are similar to the processes in many professional associations and in the non-profit sector in general. We are typical, and we are thoughtful in our processes.
Our Goal:
The over-arching goal of our processes is to provide a continuum of leadership for the organization. It is a phrase you will hear repeatedly if you engage in the process, and it’s a goal that the organization takes very seriously. Our Boards set the strategic vision for the organization, they provide oversight to the volunteers who work to execute the vision, and they must provide fair, balanced, thoughtful leadership.
Committing to finding and mentoring leadership talent within the organization is a very important aspect of Board service. The organization began a “new officer” mentoring program six years ago, and that effort has been successful. If you engage in the nomination/election process, you will be required to attend some orientation sessions that explain Board service in more detail.
Your Mission (Should You Decide to Accept It):
If you are interested in seeking election to ILTA’s Board of Directors, make it your mission to be as educated and informed as you can.
The Timeline:
January 14:
BOD election process announced to Officers (via a posting to the e-group). Self-nominations, nominations and persons interested in serving on the Nominating Committee (NomComm) are solicited. A link to the volunteer job bank site is provided. In the monthly calls with the RVPs and PGVPs, the Executive Director discusses the process and answers any questions.
January 18:
BOD election process is announced to the membership via a special announcement that provides the information from the Volunteer Job Bank site. This act “opens the floor” for members to express an interest; one can nominate him/herself or another, but a person’s name appears on the final ballot only after vetting by the NomComm and approval of the ballot by the BOD. In addition to announcements to officers and members, the same info will appear in January’s e-news (moving to a new blog format). We’ll also post a link on the website and provide a post on the Governance E-Group.
January 24-26:
Executive Director contacts potential NomComm members (those who have expressed an interest and those suggested by the Board) and explains the duties of the role.
January 31:
Executive Director submits potential NomComm members to the Board for their approval. NomComm is finalized and they set their first teleconference date.
Early February:
NomComm convenes and appoints Chair (usually the person with the highest ranking position or years of service in the organization). NomComm prepares their documentation/questionnaire for vetting of candidates. The questionnaire is based largely on the criteria for service.
By the End of February:
All interviews have been conducted, and the NomComm creates the proposed ballot. The Chair of the NomComm communicates the decision to all candidates. (The Chair will provide very specific feedback and recommendations to those who are not selected for the ballot and provide some “coaching” and mentoring on how to improve one’s leadership standing for future ballots.)
End of February/Early March:
The NomComm conducts a “Board service” webinar for all candidates. Executive Director obtains bios and commitment letters from each candidate.
March 19:
The Officers are given an update on the process at the Joint Meeting.
By March 21:
Executive Director finalizes the ballot for Board approval on the March 23 BOD conference call.
March 24:
The ballot is announced to voting members of all paid entities.
April 8:
Ballot closes.
April 11:
Executive Director notifies NomComm of results. NomComm Chair notifies candidates of the results. The election results are announced to the membership in the next electronic news and in the June Peer to Peer magazine.
Mid- to Late April:
NomComm members interview electees to determine BOD positions.
Mid-May:
NomComm provides recommendations for BOD positions to the Board for approval when the BOD convenes in August.
July 1:
Board orientation meeting prior to June BOD meeting (President, Executive Director, new electees).
July 2 or 3:
President and Executive Director meet with incoming President for an informal orientation about the role and interaction with the Executive Director.
August (Following Conference):
New Board is seated following approval by outgoing Board.
New Board approves positions.
Criteria for Board Service:
Please view the qualifications for Board service along with the duties and requirements of the position from http://www.iltanet.org/specialpages/Board-Election.aspx.
If you have the qualifications for service, the desire to serve, a passion for the organization and the willingness to undergo the process, we are asking you to identify yourself as a potential candidate. If you express interest at this point, you will undergo interviews and orientation webinars. Should you be selected for the ballot, you will be required to obtain a letter of consent from your firm or company’s management to show their support of your Board service. You will be required to sign the “duties” document to acknowledge your understanding of your responsibilities.
Seeking Members of the Nominating Committee:
We are also seeking individuals interested in serving on the Nominating Committee; we are seeking three individuals, and past or current Officers are encouraged to participate. This group is critically important to the process, and we urge you to consider participation if you are not seeking election to the Board. By expressing your interest to Randi Mayes at randi@iltanet.org, she can follow up with some details about the work, the time commitment and the process.
