A reader and I were exchanging emails when they told me that their governance committee had developed a thoughtful process for selecting and vetting new Board Members.

I like the policy for a number of reasons. First, it is important to fully vet a candidate ahead of time. I was on one board where we approved a new candidate and announced that they were joining the board. Only then did we learn that this candidate had done something that precluded them from being on our board, and we had to rescind our offer. Second, the policy makes sure that what the Organization expects of Board Members is clear including time and other commitments. Next, this process offers the candidate many opportunities to meet in person. If the candidate does not have time to make these meetings, it is a red flag about their availability. Finally, the process is inclusive – anyone on the board can meet with candidates if they choose to and anyone can nominate a potential candidate.

Obviously, every organization should customize a process for their own needs and circumstances. But this policy is a great place to start.

I have written on related topics before – this story is a good addition:

• Navigating Board Expectations: A Lesson in Clarity – Leading Well
• Eight Things to Consider When Diversifying Your Board – Leading Well
• The Journey to a Diverse Board – Leading Well
• Advice to Prospective Board Members – Leading Well

Governance Committee Process for Vetting Prospective Board Members

Provided by a Board Member somewhere in the US.

Purpose

The Governance Committee oversees Board Member recruitment and has set the following internal checklist and process to ensure consistency, equity, and transparency when vetting and recommending Board Members to our Board.

Vetting Process

The Organization does not have an open call for Board Members. Instead, as outlined in its charter, the Governance Committee is responsible for identifying prospects. Recommendations may also come from other Board Members, staff leadership, and community partners.

Candidate Identification: The Governance Committee, in partnership with the CEO, continuously analyzes the experience, needs, and gaps on the Board; identifies current recruitment priorities; and maintains a prospective Board Member pipeline.

Relationship Owner: One individual is assigned to be the Relationship Owner. This may be an individual who knows the prospect well or has connections to them.

Initial Outreach: Once the Governance Committee agrees to pursue a candidate, the Relationship Owner reaches out to the prospect to set up a meeting in order to gauge interest and availability. Ideally, this meeting will take place in-person, but a virtual option is acceptable if availability or time constraints are an issue.

CEO & Board Chair Meetings: If the initial meeting goes well, and the candidate is open to serving on the Organization’s Board, the candidate then meets with the Board Chair and CEO, either together or separately, ideally in-person, but virtually if needed.

Governance Committee Chair Meeting + Materials: Once the Board Chair and CEO share feedback with the Governance Committee, the candidate meets with the Governance Committee Chair. Ideally, this meeting will take place in-person, but a virtual option is acceptable if availability or time constraints are an issue. The Governance Committee Chair requests the candidate’s current resume or bio and a headshot.

Full Board Notification: After meeting with the candidate, the Governance Committee Chair notifies the full Board of the candidate under consideration, includes their resume or bio, asks Board Members to provide any feedback – positive or negative —  and invites the Board to join additional Governance Committee Members in meeting with the candidate.

Additional Meetings + Follow-Up: After considering input from the Board, the Board Chair, or Governance Committee, the Committee Chair provides the candidate with the annual meeting calendar, Board Values, Board and Individual Board Member Goals, Board Member Statement of Expectations, and relevant committee charters. Board Members are expected to attend most board meetings as well as serve on at least one committee. So, a candid discussion is held with the candidate about their ability to attend regular Board and committee meetings and to meet other expectations of Board Members. If that discussion goes well, the candidate is connected with other Governance Committee Members and potentially other Board Members for a final discussion.

Governance Committee Consideration: Once the candidate has met with the CEO, Board Chair, Governance Committee Chair, at least 50% of Governance Committee Members, and any Board Members who expressed interest, the Governance Committee discusses and determines if the candidate should move forward in the process. Some questions may arise during this process in which case the Governance Committee Chair and/or the Relationship Owner will reach out to the candidate for additional information. This information will be brought back to the full Governance Committee for consideration.

Vote to Recommend/Nominations Report: If there are no concerns, the Governance Committee votes to recommend the candidate to the full Board for approval via a nominations report. Note that sometimes the Committee may decide to keep the candidate in the pipeline for consideration in the future. This should be communicated to the candidate.

Board Approval and Appointment: The Board considers the Governance Committee’s recommendation and votes to appoint the candidate as an official Board Member.

Checklist

Recommending a prospective Board Member to the Board first requires the successful completion of the following steps. The sequence of certain steps is flexible:

• Candidate meets with the CEO.
• Candidate meets with the Board Chair.
• Candidate meets with the Governance Committee Chair.
• Candidate provides a bio or resume and a headshot.
• The Governance Committee Chair notifies the full Board of the intent to further vet the candidate and invites all Board Members to provide input and attend a meeting with the candidate.
• Candidate meets with at least 50% of the Governance Committee.
• Board Chair or Governance Committee Chair provides the candidate with the Board Member Statement of Expectations and clearly articulates the requirements and expectations of Board service for the Organization.
• The Governance Committee votes to recommend the candidate for Board approval.
• The Board approves a nominations report with the Governance Committee’s recommendation.