A sudden and unexpected resignation of a key board member at a private club in Michigan recently revealed a missing component of the club’s bylaws: How to fill a board vacancy mid-term. Do your club bylaws address this issue? Does your club have a ready list of available, screened board candidates? How prepared is your club to deal with a board member or officer who is relocating or simply resigning from the club?
If your club bylaws do not provide provisions for such a circumstance, it’s time to evaluate the need to amend them. NCA’s Model Private Club Bylaws recommend that in the case of a vacancy in the office of President, Vice President, Secretary, Treasurer, or a Board Member, the Board shall fill such vacancy by appointment. The appointment of a Board Member shall be for the period of time remaining until the next annual meeting of the club, at which time, any vacancy for which an unexpired term remains shall be filled by election.
The Governance Committee
The role of the governance committee, also known as the nominating committee or board development committee, plays an important role in maintaining an ongoing, confidential list of board candidates. The governance committee performs the following roles:
- identifying and maintaining a list of the best candidates for board service
- assessing board composition to identify missing qualities and characteristics for new board members
- developing job descriptions for board members
- orienting and educating board members about the responsibilities
- ensuring unexpected and planned board vacancies are filled
Establishing effective club governance practices is a constantly evolving process, as regulations and legislation changes and as board members and club leaders come and go. This means clubs need to be especially aware of and clear on the many duties and responsibilities that accompany leadership positions and be diligent about providing continuing education for directors, officers and committee members.
Board responsibilities and the commitment needed to fulfill them should not be underestimated. Candidates should understand the nature of the job. Directors are not selected because they deserve to receive special recognition, but rather for their dedication to uphold the mission of the club. For the board to be effective, board members should take their appointment seriously. The best time to inform prospects about the responsibilities of board service is in a personal interview scheduled specifically to allow discussion and, most importantly, questions from the candidate.
An NCA survey that examined governance structures and related issues among clubs found that more than three-quarters of respondents said they pre-screen board candidates prior to elections. When asked to prioritize all the factors they considered in a candidate seeking election to the board, about one-third cited a candidate’s representativeness of a specific membership segment as the most important factor; slightly more than one-quarter rated prior committee service as a key factor.
For officer candidates, one-half the respondents cited prior board experience as the most critical factor, followed by prior committee experience, which was identified by one-quarter of respondents as being the highest priority. Other noteworthy survey responses included compatibility with other directors and whether candidates were representative of specific member segments.
Directors are nominated at clubs using a variety of methods. Two-thirds of respondents said they permit nominations by petition; about one-quarter allows voice nomination from the floor of an election meeting; and nearly one-third allow “other” methods, of which nominating committee selection predominated.
Similar to the nominating process, clubs use several methods to vote on directors, including polling at the clubhouse, mail ballots and proxies. At 77 percent of responding clubs, the board directly elects the officers.
The board’s size is also an issue clubs should review. As noted in NCA’s Model Bylaws for Private Clubs, clubs need enough directors to provide different points of view and to represent the membership fairly, but not so many directors that decision-making becomes unwieldy and impedes conducting business. Many governance experts now recommend boards of between nine and 12 directors.
Periodic research has shown that, on average, NCA member clubs replace one-quarter of their board members each year. The average term length for directors was found to be three years, while officers serve an average of two years. Most clubs permit directors to serve two consecutive terms. Due to this ever-shifting composition of board directors, a club should consider adopting a succession plan.
Succession Planning
Keeping a list of prospective board members is a job of the governance committee. As mentioned previously, continually updating the list will help the board fill unexpected and planned vacancies more smoothly.
Succession planning is a long-term process that not only identifies prospective board members, but also grooms them over a period of time. A well-governed club maintains a pool of candidates for fulfilling leadership positions as vacancies occur and involves potential leaders in club committees and mentors them for board service.
More information about board governance and succession planning can be found in Club Governance Guidelines: A Path to Organizational Excellence. Please log in to receive the member discount.