Q:  Our nominating committee is getting ready to meet. The board chair-elect has always served on that committee. The reasoning is that the person will have to work with whoever is tapped, so s/he should have a say in who is brought on. This is not only custom, it’s written into our bylaws.

We have one generally troublesome board member who sits on a number of other boards and he is insisting that the chair-elect shouldn’t be part of the nominating committee. He says no other board allows this.  He wants the bylaws changed to prohibit the chair-elect’s involvement. This is someone who is rolling off the board this year. Nobody understands why he’s drawing this line in the sand, especially since he’s leaving, but he is adamant. Are there specific guidelines that prohibit the incoming chair from participating as part of the nominating committee? Better yet, is there anything we can show him to prove he’s wrong?


A: There is nothing of which I’m aware that either prohibits or requires the incoming chair’s participation on the nominating committee. The make-up of this committee is determined by each organization and codified in its bylaws. Since yours say that one slot on the committee goes to the board chair-elect, that should be that. A couple of random thoughts, though:

Has anyone asked this individual why he is so resolute? Generally, people are not obstinate just to be obnoxious. Really! They usually have a reason that makes sense to them. Try to determine what is at work in this case. You may find that there is a valid reason that is strong enough to sway everyone, even the chair-elect who would be losing a powerful seat.

Nominating committees often include past chairmen of the board who know the organization, its needs and, presumably, most of the players. Is there such a person that the incoming board chair would trust to consider his or her vision while drawing up the slate, but that would also be acceptable to your troublesome board member?

Is there even time to change the bylaws? Usually there is a specified procedure to changing bylaws, which typically includes a period of notification and review prior to any vote. That can take weeks or, more likely, months. If no one else really wants to make the requested change, you might be able to run out the clock.

My recommendation, however, is that you consider a bylaws change, though not the change this individual is seeking. A large number of boards today have switched from nominating committees to board development or governance committees. Whereas the nominating committee meets once or twice a year strictly to pick a slate, the board development or governance committee works yearlong to build and cultivate a pool of qualified talent. The committee gets board input into the skills, experience and sometimes even personality characteristics required to move the organization toward its vision. As the committee members acquire names of potential board candidates they may invite these individuals to organization events and introduce them around. They may also put them on committees to get a sense of their passion for the organization’s mission and to see how they actually perform. Such activities allow most if not all of the board members to meet and interact with the people for which they will ultimately be voting. The process gives everyone, not just the committee members, a good idea of the individuals that will make the best fit for the board.  It’s not that a nominating committee couldn’t or shouldn’t follow a similar procedure; it’s just that it rarely has the time.

If you adopted this last suggestion the chair-elect wouldn’t have to sit on the board development or governance committee to feel confident that s/he would be able to work with whoever was chosen. However, this is a critical committee. Unless your board is fairly large and you have sufficient top leadership upon which to draw, it actually makes a lot of sense on a number of levels to have the board chair-elect chair the board development or governance committee.  This puts the incoming chair right back where your troubled and troublesome board member doesn’t want him or her to be. But at least the process will be more transparent and therefore perhaps more acceptable.




As a consultant who focuses on governance my comment would be that the reason the future chair would not be on the committee goes back to the idea that he or she would be in a position to “stack” the board to his or liking. Whether that concept exists today is hard to say but with the concept of a board development/governance committee the issue would be moot as you said.

The board member who is questioning and is therefore considered difficult is probably coming from that perspective.

Thanks for your columns.

– Susan Stone