Questions from the National Presidentconcerning

Board Composition, Structure, and

Terms of Office(Continued)

Final

July 1, 2008For

August 3, 2008 Board Meetingin

Garden Grove, CA

2

Bringing Us Forward• Tasking From February Board Meeting discussed at

April Meeting– Question 1: What is the Optimum number Board of Directors

members?– Question 2: What is the most advantageous voting process?

(Board-election, General Membership vote, Chapter President vote, other) Please discuss pros/cons of each.

– Question 3: What is optimum term of office for Board members?

3

Bringing Us Forward• A non-binding “Sense of the Board” taken during the

April Board Meeting yielded the following:

– A slight majority felt the Board size should remain the same.– A substantial majority felt that a membership-wide election

based on a vetted slate with more nominees than vacant seats.

– An overwhelming majority felt that the current term length of three years for directors should remain for PY 2010 per the 2006 governance changes.

– A slight majority felt the term lengths for officers should remain as is.

4

Tasking from April Meeting

•Task 2 – Questions from the National President concerning Board Composition, Structure, and Terms of Office.– Task 2a – Research, analyze and evaluate whether the 12

Chapter elected board members should be elected by the Board, General Membership, or by the Chapter Presidents?

– Task 2b – Research and Analyze whether the 12 Chapter elected board member nomination process should be:

i.   Open. ii.  A vetted process with a stated slate with at least two candidates for each position that is up for election. iii. Single Slate with one candidate for each position that is up for election with the ability to write-on a candidate.

5

Summation of Themes found in the literature• A best practice for individual membership associations is

to elect Board directors through association membership voting, with nominees selected by a Nominating Committee.

• There is no standard practice regarding offering voters choice (i.e. Competition), both competitive and slate methods are common,

• The specific method used depending mostly upon the organizational culture and history.

• Officers are typically elected from within the Board itself, with term length between one to three years, and with two consecutive terms allowed.

6

Research summarized from Board Source

• Board candidate identification and recruitment process should be a continuous one. The role of the governance committee (also the board development or nominating committee) is to regularly focus on the process of board member recruitment.(1)

• Start by analyzing the present composition of the board. Developing a board profile can help to determine the specific skills and qualities that allows the board to do its job in the best possible way. (2)

• Focus on the board as a diverse mixture of ideas and experiences, not only as individuals who represent various ethnicities or other groups. Diversity should include knowledge in a variety of areas, including media relations and publicity, fund-raising, marketing, legal issues, and technology.

7

Research summarized from Board Source• New board members can be selected by current board members, by

members, chapters or affiliates. By far, the most common method of board recruitment in individual membership associations is election by members, with candidates selected by a nominating committee. Use of slates (i.e. no competition between candidates, one candidate per opening) and choice-based elections (contains more than one candidate for an opening) are used equally, dependent upon organizational history and culture.

• However, a board that elects its own members, referred to as a self-

perpetuating board, has the advantage of determining its needs based on the profile of the present board. It can stress group dynamics as well as missing skills as the key focal point for the search of new candidates. It can stress the need for diversity among board members.(3)

• The traditional officer selection process relies on the governance committee to prepare a non-competitive slate of officer candidates, for the Board to vote on. In a variation of this process, the governance committee collects nominations from board members, confers with candidates, and recommends one candidate who emerges as the best choice for each position. Recent trend: officer term limits tied to regular performance evaluation. Before a candidate can be re-elected, he or she should go through a process of peer review (4)

• According to a Board Source survey, nearly three quarters of the respondents reported using three year officer terms. Those who used limits, on average, had a maximum of two terms.(5)

8

Research summarized from ASAE(6)

• It is standard for members to have direct voting privileges of some type, including election of Board directors. However, members typically do not elect Board officers.

• For associations with more than 4000 members that have membership voting for Board directors, 16-20% of members submit votes.

• 55-58% of associations use a delegate voting system, such as our system (chapter presidents are the delegates in our case). Of the remaining 42-45% of associations, they use either membership voting or Board voting.

• It is common to use a nominating committee to identify, recruit, and nominate Board candidates.

9

Recommendations for Change resulting from Research• For the twelve directors currently elected by Chapter

Presidents:– Adopt a policy whereby twelve directors are elected from the

Association membership. – Adopt a policy whereby interested members may submit

statements of interest to the committee for consideration, but committee determines candidates for election.

– Adopt a policy whereby the Nominating Committee develops list of candidates for a ballot, offering voters choices for consideration. The actual number of candidates on the ballot is determined by the committee, based on the number of openings available, and the needs of the Board.

– Adopt a policy whereby a ballot is provided to all members in good standing.

– Adopt a policy whereby members may only vote once for up to as many candidates as there are openings (null ballots allowed).

– Adopt a policy whereby the President-elect, Secretary and Treasurer are elected by the Board, from existing pool of Board members.

Note: Null vote a means no vote where a member submits a ballot, but does not cast a vote for any candidate on the ballot. The inference is that the member is stating a disagreement or a lack of support for the candidates on the ballot.

10

Recommendations resulting from Research• Retain policy for the Nominating Committee to

identify and recruit Board candidates, based on the knowledge, skills, abilities, and diversity needs of the Board.

• Retain policy restrictions concerning candidate campaigning.

• Retain policy to transition to three year Board Director terms by 2010.

• Retain one-year terms for the Secretary and Treasurer with no more than two consecutive one-year terms in the same office.

Retain policy for “Board elected” Directors. Retain the use of voting electronically. Retain the policy of no cumulative voting.

Note: Cumulative voting means that a member may vote for a candidate more than once and concentrate their total number of eligible votes on that one candidate.

11

A notional slate

Let's say there are four (4) Director vacancies and the N&E Committee has identified the slate of eight (8) qualified candidates below:       Sue Sunshine         David Dearest         Sara Socialite         Charlie Chuckles         Daniel Delightful         Adrianna Affable        Carla Charismatic Gary Gleeful

•Each member in good standing may vote for one candidate per vacancy.•The candidates that receives the top 4 most votes will be elected to fill the four (4) vacancies.•The electronic voting will be set so that the web site will allow only one vote per candidate which enforces the prohibition against cumulative voting.

12

Motions to the brought forward as a result of the recommendations contained in Slides 9, 10 and 11

• Be it resolved that the Nominations and Elections Committee revise the elections process to adopt the provision to accept statements of interest from potential candidates and forward a competitive slate after screening the statements of interest and reviewing other potential candidates for election to the Board of Directors. (Requires a simple majority vote by the Board to approve)

• Be it resolved that the Association By-Laws and policies be changed to revise the governance and election process to:– Allow for the President-elect, Secretary and Treasurer to be elected

by the Board, from existing Board members under Article 12 Section A of the By-laws.

– Allow for member voting for electing twelve (12) Directors under Article 12 Section B and Article 15 Section A of the By-laws

– Accept minor administrative changes as indicated.(Requires a three-fourths majority vote by the Board to

approve)

13

Research Sources• [1] Finding the Good Ones, June 2001, Board Member, Volume 10,

Issue 6.• [2] Sandra R. Hughes, Berit M. Lakey, and Marla J. Bobowick, The

Board Building Cycle: Nine Steps to Finding, Recruiting, and Engaging Nonprofit Board Members. Recruiting New Board Members. (BoardSource 2000)

• [3] Berit M. Lakey, Sandra R. Hughes and Outi Flynn, Governance Committee (BoardSource 2004).

• [4] Kathleen Fletcher, The Policy Sampler: A Resource for Nonprofit Boards, (BoardSource 2000).

• [5] Robert C. Andringa and Ted W. Engstrom, Nonprofit Board Answer Book. Term Limits. (BoardSource 2001).

• [6] Policies and Procedures in Association Management, Volume 3, ASAE (2001)

• HIGH PERFORMANCE IN NONPROFIT ORGANIZATIONS in the Greater Pittsburgh Area by Marsha A. Tongel, Tongel Consulting Group, Inc.

Claudia Petrescu, Ph. D., Eastern Michigan University, August 2004

Questions from the National President Concerning

Board Composition, Structure, and

Terms of Office

BACK-up Research Slides

15

Other Associations

• National Institute of Governmental Purchasing (NIGP)– All 15 Directors are elected by the members, 13 by

the members of a geographical region, and 2 by the whole membership.

– A Nominating Committee nominates all candidates.– Usually have competition for each regional seat,

but may have no competition.– Ties are decided by runoff election.– Of the directors, 5 officers (Pres, Past Pres, 1st VP,

2nd VP, and 3rd VP) are elected by the Board, and 3 officers are appointed (CEO, Secretary, and Treasurer).

16

Other Associations

• Institute for Supply Management (ISM)– All 15 Directors are elected by the members.– Of the directors, three officers are elected by the

Board; CEO technically elected, but as a confirmation of employment contract; CEO appoints VPs with Board ratification.

– A Nominating Committee nominates all candidates.– Elections held at Annual Meeting.

17

Other Associations

• Project Management Institute (PMI)– 12-18 Board directors are elected by the members.– Of the Board directors, 3 are officers, who are

elected by the Board.– Nominees are selected by the Nominating

Committee. However, nomination of qualified candidates is allowed by petition of at least one percent (1%) of the eligible voting membership.

– Ties are decided by the Board.

18

Other Associations

• National Association of Educational Procurement (NAEP)– 12 Board directors, including 6 officers that are

elected by the members nationally, and six directors elected by District members. Members are educational institutions.

– Nominating Committee solicits candidates from the members, but nominates only 1 person for each officer position, except Second Vice President, which the committee nominates 2 people for.

– In every fifth year the Committee shall also nominate two persons for the office of membership.

– Ties are decided by the Board.

19

Other Associations

• Purchasing Management Association of Canada (PMAC)– 16 directors, 1 elected by the members of each of

10 provinces/territories, up to 2 directors elected from among the general membership, up to 3 directors appointed by the board, and the President (who is appointed by the BOD). From the Directors, the Board elects the president, chairperson and vice-chairperson.

– The Nominating Committee will nominate candidates, and members may nominate candidates as well.

20

Other Associations

• American Bar Association (ABA)– House of Delegates composed of more than 150

members, all elected by various membership constituents. 6 delegates are elected at large by members.

– Board of Governors composed of 38 people, elected by the House of Delegates.

– Nomination Committee decides most nominees, other constituent groups nominate candidates to represent them.