Nominations and elections can be difficult particularly in contested races, and they get even worse when the contest results from dissatisfaction with the current leaders. A nominating committee is just what’s needed.
General parliamentary law recommends nominating committees be established in the bylaws or other governance documents to nominate officers and other elected officials of an organizations. Nominating committees have the benefit of being able to handle many of the logistical tasks associated with choosing the leadership of an organization.
Nominating committees have the general responsibility to call for nominations for elected officials within an organization, perform research on nominees including interviewing them to confirm their willingness to accept the nomination and generally extends to determining each nominee’s suitability to serve in the position. Suitability would include assuring the nominee meets the qualifications for the position, dedication to the organization and its objectives, and ability to serve.
The Standard Code of Parliamentary Procedure states the following:
“A committee has the time to study the current leadership needs of the organization and to select candidates to meet these needs. The committee can interview prospective nominees; investigate their experience, qualifications, and abilities; persuade them to become candidates; and secure their consent to serve if elected.” p. 161.
The method of appointing members to the nominating committee varies and depends on the organization. Smaller organizations usually allow the members to elect the nominating committee, but larger and more complex organizations typically give the Board of Directors the authority to appoint the members of the nominating committee. All parliamentary authorities agree that the president of an organization should not serve on or appoint members to the nominating committee because the president, at a minimum, would have the appearance of influencing the nominating committee in favor of his or her choices. Members of the nominating committees ought to be chosen for their ability to act in the best interests of the organization without undue influence from special interests within the organization.
The nominating committee typically nominates a slate of candidates but only includes one candidate for each position. The bylaws or other governance documents of an organization may require the nominating committee to nominate at least two candidates, but this is generally inefficient and may result in qualified nominees declining to accept a nomination.
Publically traded corporations have nominating and governance committees (nom and gov committees). Nom and gov committees exist to serve as the nominating committee but have the additional responsibility of overseeing the proper governance of the corporation by the board of directors and more importantly the executive officers of the corporation to assure that the best interests of the corporations are begin served by adhering to policies and good governance practices.
While Nom and gov committees are well positioned to provide the research and evaluation of nominees that best suit the corporation, some argue that because members of nom and gov committees come from the board of directors it’s the fox watching the hen house. There are various ways to avoid this but the simplest is to establish a more representative committee by appointing shareholder members or personnel from an outside consultant that specializes in leadership development. An advantage to having members of the board of the board of directors serving on the nominating committee is their broad view of the companies needs and future plans, where individuals outside with insufficient information would have to take time to discern the needs of the company.
As with all organizations, governance issues continue to evolve and change, and they are mostly driven by members becoming active in the affairs of organizations. Corporations have the added burden of having to deal with the government intervention which sometimes provides benefits but can often only increase the cost and complexity of doing business.