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Who’s Driving the Bus? Offer Elections in Private Clubs

The Board is the “Bus”
In his immensely popular book “Good to Great,” Jim Collins posits five characteristics of “great organizations.” He starts with the principle of getting the right people on the bus, i.e., “Those who build great organizations make sure they have the right people in the key seats before they figure out where to drive the bus.”

To National Club Association (NCA) members, we see this principle applying to getting the right people on the board of directors (aka board of trustees or board of governors). The summer 2021 edition of Club Governance included an article on “How to Build a Board of Directors.” It laid out a recommended process for getting the right people in the key seats of a club. The article identified two critical ingredients to the process: an independent, objective Nominating Committee and a board profile that identified the required and desired characteristics of board members. The next step in building a great board is selecting the officers. To continue with the Collins metaphor, once you have the right people on the bus (board), how does a club decide on the driver?

Officer Elections: Current Processes
Most clubs have four officers: a president, vice president, secretary and treasurer, with the president serving as the chair of the board. (See article “Remaking the President” on page 10, which argues for removing the title president altogether to avoid any suggestion that the role involves more than leading/chairing the board. Because almost all boards still retain the title, we use “president” to refer to the board chair.)

Officer elections across the club community vary in their timing and the electorate. Many clubs allow their members to elect their officers along with their new board members. Others allow the board members to elect officers at the first meeting of the board after the annual meeting of the club members when the new board members are elected. Of the two approaches, we highly recommend election of officers by the board members, thereby honoring the principle that the people most qualified to select their leaders are those who are being led.

Of the clubs that have bylaws stating that the officers are elected by the board members, few describe how the officers will be elected, leaving the process to the board. Often the process is a simple show of hands at the first board meeting—normally with the results already pre-determined before the meeting. For example, a common policy or a tradition is having the vice president as the default incoming president. A related policy is to have officers move through the ranks from treasurer to secretary to vice president to president. The theory behind this evolution of title is the incoming president will have three years of experience as an officer and will be well prepared to assume the leadership role.

Officer Elections: Recommended Process
While it is appropriate to consider experience when choosing an officer, electing a candidate based on the position held previously is not always recommended. For one thing, the officer may not have shown the qualities necessary for the next position. For another, the officer may not be prepared to give the time necessary to take on the next role. Officers are best elected afresh each year using a well-documented, confidential process, utilizing a committee to interview all board members to determine whether they are (1) open to serving as an officer and (2) who they prefer for the various officer positions.

An example of an officer election process could be:

• Soon after the annual meeting, draw from the Nominating Committee an Officer Election Subcommittee (OES) comprising the Chair of the Nominating Committee and one other committee member selected by the chair to administer the election process.
• Before the first meeting of the board after the annual meeting, have the OES conduct confidential interviews with individual directors to:
– Learn who among the directors would be willing to serve in an officer position
– Ascertain views of the directors who they prefer among those willing to serve.
• At the first board meeting after the annual meeting, have the OES present an officer slate to the board for its approval.
Rather than a straight vote by raising of hands or secret ballot, the confidential individual interviews allow for nuanced opinions from the directors and are more likely to arrive at a consensus slate of officers.

This example may seem overly complicated and time consuming, but the importance of electing officers is worth the investment. After all, an expensive bus carrying the highest quality of passengers deserves the most competent driver. If your bylaws require officers to be elected by the members at the annual meeting, amend them to have officers elected by a board at the first board meeting after the annual meeting. Then have the board approve a confidential officer election process that considers the opinions of individual board members as to the best qualified slate of their colleagues to drive the bus.