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Chartering the Nominating Committee

In most private clubs, the Nominating Committee sets the future of the club. The Nominating Committee, the proverbial queen- or kingmaker, profoundly influences the tone and tenor of club governance. It is advisable that all understand the charter’s significance for the Nominating Committee because it is from the committee charter that the process earns its validity and trustworthiness.

In clubs using an uncontested election model (members voting for a selected slate of candidates) for board service, it is the Nominating Committee that selects the club’s future leaders. In clubs using a contested election model (multiple members run for open board seats and are selected by a popular vote of club members), the Nominating Committee either proves itself to be a trustworthy and balanced agent of the members or a group of members out of touch with the preferences and priorities of their fellow members.

The Nominating Committee members should be well-known members of the club who are recognized for their integrity, character and good judgement. Beware of people who are “running” for the board. Board positions are thankless jobs with significant fiduciary duties.

Authority – The authority of the Nominating Committee should be defined within the club’s bylaws and/or Board Policies Manual. The Nominating Committee charter should align with these two governing documents.

Term of Service – The Nominating Committee should not be permanent. Clearly established guidelines must be a part of the charter for the term of service. Typical terms for a Nominating Committee should range from three to six years—dependent upon the term of service for board members.

On an as-needed basis, the Nominating Committee may evaluate the board’s term limits and modify them if needed for board efficiency or to accommodate the changing size of the board.

Board Selection Criteria – The Nominating Committee charter should provide the committee guidance concerning the qualifications and/or capabilities required of future board members. For example, most clubs benefit from members with legal, banking/finance, insurance and public accounting backgrounds.

It is desirable to nominate members whose interests differ to provide balanced and impartial governance. For example, a board made up of all avid golfers can be perceived to be out of balance by members with interests other than golf. Avoid nominating members who represent “constituencies” of like-minded members. Each board nominee should represent and seek to understand all members’ viewpoints.

Selection criteria should be definitive concerning conflicts of interest—whether real or perceived—and all other potential factors that could serve to undermine the credibility of the committee and its nominees.

Board-Candidate Recruitment and Evaluation Processes – The Nominating Committee charter should recommend preferred methods of recruiting prospective board members with clearly stated caveats to ensure that all nominees understand that positions are not guaranteed and that being nominated may not result in their successful selection to the board.

A growing number of clubs, for example, require that a prospective board member has successfully recruited a member of the club.

The Nominating Committee may also recommend policies for board members’ giving and fundraising expectations. In some clubs, the Nominating Committee may write descriptions for board officers, board members and committee charters for standing and ad hoc committees.

The role and responsibilities of the Nominating Committee are profound and great care and transparency must be given to populating the committee with the clubs most respected members.

NCA’s Board Toolkit: Club Leadership Essentials provides great insight in this area including a sample Nominating Committee charter. Access the Toolkit by visiting nationalclub.org/2019/10/06/boardtoolkit/.

Henry DeLozier is a principal at GGA Partners, an international club management consulting firm that provides specialized services to more than 3,000 clients from offices in Toronto, Phoenix and Dublin (IR). He can be reached at [email protected].

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