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No.No.No.minations from the Floor!
It's rare, but I can still be surprised by governance questions that I believed were addressed long-ago. Here's one that has reared its head again -- "Our bylaws say we can take nominations from the floor at our AGM." My response is always, "Then let's change your bylaws to end that practice!" Here's why...
You don't have to have a Nominating Committee* to know that there should be a "fit" between the organization's mission and who serves on the board. Even the most unsophisticated non-profit understands this much, and every non-profit deserves better than "warm bodies" on its board. Even if undocumented, a vetting process happens when it's time to fill a board vacancy. It could be as simple as "we need an accountant" or "who do I want to spend my volunteer time with?" Make no mistake, these are forms of vetting and they are far safer than saying yes to a random person who puts up a hand at the AGM.
Perhaps this clause is still in your bylaws because you think it's required. Trust me, it isn't. Perhaps this clause is still in your bylaws because you think it's courteous. Trust me, it isn't. It is likely just a bad habit you got into years ago. You are long past that now.
Start-up non-profits sometimes DO rely on warm bodies. If you've even been part of a start up, you know it's not the warm bodies who are in it for the long haul. Even if the extra hands help in the early days, the passion just isn't there to sustain the relationship. As our organizations plan, grow, and strive to achieve our missions, governance expectations also grow. Because governance is a learned skill, this means that more rigour is needed when identifying directors to sit on the board. Many governance processes have evolved, and with that the recruitment, nomination, and vetting processes have (had to) become more sophisticated. These days your organization probably has a more fulsome process to identify people now – perhaps a recruitment company, a social/media call out, or even just an introduction to someone known by someone.
Usually a CV is requested (it's not too much to ask) along with a response to the question, "What interests you about serving on this board?" The CV and the response should be reviewed by at least a couple of directors and the CEO. This should be done in the context of your strategic plan (if you have one) or your objects of incorporation (because you all have a purpose). Ask yourselves what kind of people will help achieve your objectives? What skills and experience are needed at this table to round out who is there already?
An interview of board candidates is a great idea, because the organization can share information about itself and ask clarifying questions of the candidate. It is all about "fit." "Fit" with the organization's goals (not "fit" as in a private club/clique). Your board may even have a skills matrix to help with this. It's a joy to be able to see at a glance what skills, knowledge, and attributes are present on the board, and how they fit with the organization's strategic direction! The gaps you identify are the types of people you want to recruit to your board next.
These are not only good practices, currently they are considered “best” practices. So much should happen before a name comes forward to the members for election!
So you can see where a call for nominations from the floor flies in the face of good governance and nomination practices. For a nominating process to have integrity, due diligence needs to be done before putting any name forward for board service. An open call for nominations from the floor says you don't trust your good practices and is also unfair to those directors who were properly vetted. Sure, sometimes you get lucky but most often you don’t. Personal agendas, axes to grind, and no concept of the fiduciary duty to act in the best interests of the organization are but a few of the pitfalls in electing unknowns to your board.
A board is further ahead by electing a partial slate of directors than by filling all the spots with some random people from the floor. Most bylaws permit the board to fill vacancies between AGMs**. It is far better to leave a couple of vacancies and let the Nominating Committee do its due diligence after the fact and then appoint qualified people to fill them.
So no more warm bodies, okay? You have a plan, a vision, and you should have high expectations of your board members. Let them know and help them understand that up front.
/lmwe
*but you should!
**you should
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