One of the best pieces of advice for any nonprofit organization is to get rid of your Nominating Committee.  For most organizations, the Nominating Committee has two primary functions: to fill vacant board seats and to elect officers of the board.  In most cases, this committee is an ad hoc committee appointed by the president or chair a few months before terms are due to expire. Often by the time the board chair appoints a Nominating Committee, most of the board members are busy with other committees and the nominating task seems to fall to someone who has not been tremendously involved in other board work. As a result, those selected for the Nominating Committee may not be the best and brightest of the board members. The attitude is sometimes, “Well, how much harm can they do on a Nominating Committee?” The answer is “A lot!”

Instead of a Nominating Committee, one recommended approach is to have a year-round Governance Committee. This committee can also be called the Governance Committee or the Committee on Directorship. Whatever the title, the important things to remember about this committee are:

• It should meet year-round;
• It needs to be chaired by the strongest person on the board;
• Its duties include doing an assessment of board performance, both the board as a whole and individual board members;
• It is responsible for developing or refining board position descriptions;
• It evaluates the needs of the board and develops a profile of the kinds of people that are needed to fill vacancies on the board;
• It works with the board to help find the right people to fill board positions;
• It assures diversity on the board;
• It implements, along with senior staff members of the organization, board orientation;
• It is responsible for ongoing education of the board.

The Governance Committee is perhaps the most important committee of the board, not an afterthought. This committee, once in place, should first complete a grid analyzing current strengths and weaknesses of the board. Board members should be listed, according to the years their terms expire, and diversity indicators listed—ethnicity, gender, geographic location, etc. Skills, talents, and areas of special expertise should also be listed, along with giving ability and contacts with various groups such as media, funders, and government agencies.  Once this grid is complete, the committee can then determine where there are gaps in board diversity, skills, and abilities.  A profile can then be developed for the recruitment of new board members.

The committee then takes the results of their assessment to the full board and asks for names to be considered for nomination to the board. Individual board members should never haphazardly, or on their own, recruit new board members. Names and resumes are given to the Governance Committee for consideration.  No one should ever be approached with an automatic assumption that they will be invited to serve on the board, but rather that their name is being considered by the Governance Committee. 

The Governance Committee then arranges a meeting with the prospective board member, and the Executive Director should be included in this meeting. Board position descriptions are shared with the prospective board members and expectations of both the organization and the prospective board member are discussed.  Once the Governance Committee feels they have a slate of candidates to present, names are then brought to the full board for approval. Once the new board members are elected by the board, the Governance Committee contacts the new board members, inviting them to join the board and attend their first board meeting.  The committee is also responsible for providing orientation for new board members. This committee also makes recommendations for board officers to be presented to the full board for election. And, the same thoughtful process that goes into recruiting new board members should go into the board officer selection. 

It is important, however, that the Governance Committee meets on a year-round basis and evaluates any problem issues that may arise with the board as a whole or with individual board members.  Ongoing board education is also a responsibility of this committee and can greatly improve the effectiveness of the board.  As an example, this committee might arrange for case workers to make presentations at a board meeting of a human service agency. Or the curator of fine arts might provide education for museum board members.  The Governance Committee should evaluate the needs for board education and work with the Executive Director to provide the appropriate educational segments at board meetings or retreats. 

A Governance Committee, working thoughtfully, diligently and on an ongoing basis can make all the difference in the world between an effective, enthused, and inspired board and a lackadaisical board that does not understand its role in advancing the organization's mission.

To learn more, take my course Build a Great Board.