Many member-based organisations choose to nominate their board of directors through an election. As the organisation matures, renewing the board nomination process becomes important to ensure board alignment with evolving corporate objectives. I was recently involved in board elections with three very different organisations. I was president of the election for Cercle des ASC, a member-based organisation that regroups certified corporate directors from the College des ASC. My name was on the ballot of CIRA, the Canadian organisation that manages .ca domain. Finally, a friend of mine was a candidate in the elections to the board of Fonds FTQ, a worker-based development investment fund managing $11.1 billion. Based on my experiences with these very different organisations, in both size and mandate, here are six governance aspects to consider when reviewing your board election process.
1. Why do you want your board to be elected?
Often organisations chose an election process because they want to ensure member representation and promote democracy. They feel the best way to provide a neutral inclusive selection process is through an election. Elected boards are also seen as a way to ensure that members stay involved. The board of directors should periodically reconfirm what they want to achieve by having an elected board, that an elected board is still relevant to their mission and then review the election process, to ensure meeting these new objectives.
2. Should 100% of seats be up for election?
For CIRA and Cercle des ASC, all of the board seats are elected. For Fonds FTQ, four seats out of nineteen are submitted to an open election process. The challenge an all elected board introduces is one of achieving the necessary spectrum of competencies and diversity to ensure the board meets its oversight responsibilities. This is even truer when the organisation manages important revenues. You have to ask yourself if certain competencies or experiences are absolutely essential to your organisation and how you can modulate your board selection process to achieve the right mix.
3. How are candidates selected and how many are put on the ballot?
The process you decide to follow to choose candidates for your ballot is also important. One option is that candidates simply need to get show of support from members. The individuals with the most backing make it to the election slate, leaving the board less control over candidate competencies. Another option is to select an independent nomination committee that receives a list of desired competencies from the board, reviews candidates that are seeking election and selects a list of candidates for the election. This gives the organisation some level of control over the competencies of the board member, but can lead to members feeling less involved. A third option is to mix both approaches. Again, it depends on what you are trying to achieve with an elected board. In all cases, you have to keep the number of candidates on the slate small enough to not discourage voters from reading the material and participating in the vote. This means usually accepting around twice as many candidates as there are seats open.
4. How do you introduce the candidates to your membership?
You should make it easy for members to learn about your candidates, who they are, their strengths and competencies, and their commitment to the organization and its vision. Do you provide a way for members to interact with candidates before the election in an on-line forum? Is the candidate promotion material clearly posted on-line for viewing and kept short and to the point? If there are particular competencies you are looking for, how can you stress which candidates fulfill those needs? Facilitating candidate campaigning is an important aspect of a successful elections.
5. When are your elections held?
The timing of the election can also influence the election results. Typically, the elections are held right before or right after the annual general meeting of the members (AGM). Having the election after the AGM can create an advantage for current board members that are up for re-election over new incumbents, since members have just seen the board before voting. Having an election before the AGM makes the process more neutral for new and returning candidates. The choice of timing will depend on whether you want to favor continuity or renewal. If you favor continuity, you might think about setting a limited number of terms a director can complete to ensure some level of change and diversity on the board.
6. How many members vote in the election?
Whether you decide to have a fully elected or a mixed board, you will achieve your objective of member involvement in the destiny of the organisation only if a high percentage of members vote. If less than 15% of members participate in the vote, it is difficult to prove that your board nomination process promotes member engagement. Find out why they did not vote. Is your voting process clearly defined for members? Is it easy for members to vote? Do you promote the importance of voting enough? Clearing roadblocks to voting is critically important. Only then can you ensure your election process plays its role.
Delineating your board election process requires attention to details. And updating this process from time to time is very important to keep the board in sync with the organisation. CIRA conducted a governance review in 2012 and the results demonstrate the need to periodically review the nomination process. A very interesting recent article in the Globe and Mail about MEC (Mountain Equipment Coop), and the discomforts the new governance rules bring to the organisation, highlights as well how difficult making changes can be for a member based organisation. It takes courage for a board to question the board nomination process, but it is a necessity and part of its oversight responsibilities.