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The Board Chair & Your Nominating Committee: Why They’re So Important

The Board Chair & Your Nominating Committee: Why They’re So Important

Guest Post:  This is a reprint of an article by our friend and colleague, Wayne Elsey.  It is a great piece about the critical, strategic role that board chairs and nominating committees play in the life of a healthy nonprofit.  The original article can be found here.

Nonprofits and social enterprise organizations rely immensely on their board of trustees. These individuals collectively can help propel a charity forward or become a roadblock to success. There are two areas where leaders should ensure that they are observing good board governance and practice, and they relate to the board chair and the nominating committee.

Most nonprofits do recognize the importance of the role of the board chair, but sometimes miss the boat on making sure he or she is successful because they are not clear on responsibilities. In addition, many organizations sometimes don’t look close enough at their nominating committee or don’t think that committee is as important as say, the finance, fundraising or executive committees. On the contrary, this committee can be very powerful because it essentially develops the policy around how the board operates, as well as recruits new members and evaluates board performance.

Board Chair Responsibilities

The board chair is the lynchpin to success at the trustee level. Without a strong board chair who seeks to ensure the organization has the resources it needs to fulfill its mission, a nonprofit can rapidly fall into dysfunction. When developing or reviewing the position description for this role, it is important to include some of the following points:

  • The board chair oversees the full board and executive committee meetings. He or she should also serve as an ex-officio member of all committees so he or she has a solid understanding of what is happening in all areas of the organization.
  • This individual must always work in close partnership with the CEO of the organization to make certain all board resolutions are executed. In addition, the chair collaborates with the nominating committee and CEO to appoint the committee chairs and makes recommendations with regard to who will serve on which committee.
  • When there is a search for a new CEO, the board chair takes a leading role in the recruitment process. Additionally, for an incumbent CEO, the board chair performs the annual performance evaluation and should ensure succession planning for the CEO and other key executive roles within the organization.
  • One of the most important aspects of any board is its role and responsibility around fundraising. The board chair should consider him or herself the chief fundraiser for the board who works closely with fellow board members, the nominating committee, the CEO and staff to see to it that financials goals are successfully met.

Nominating Committee Responsibilities

One of the most important committees for any nonprofit organization is the nominating committee. However, many times, this committee is given short shrift. This should not be the case. Charitable organizations should make certain there is very strong leadership on the nominating committee and that those who serve take their commitment to all aspects of the organization–including fundraising–very seriously. Prospective new board members should continuously be in the pipeline. Key aspects of this committee should include the following:

  • The committee should create and receive approval from the board as to the elements for the ideal board member profile. It is important for the group to regularly assess all board committees’ strengths and weaknesses so as to help identify skills sets and experience that are necessary.
  • The nominating committee should develop position and committee descriptions for any standing committees. Additionally, it needs to solicit potential nominee names. For those under consideration, research and a vetting of nominee backgrounds for alignment with the mission and objectives is important to their work.
  • Good board governance should include board term limits and the nominating committee should develop and seek approval for this policy. Term limits has the benefit of allowing current board members who perhaps have been serving for years to rest (most organizations do allow for those who must leave the board to return after a year). In addition, it provides the organization with new ideas, personalities and experiences as new board members begin their tenure.
  • In collaboration with the board chair and CEO, the nominating committee should be tasked with determining and garnering approval for the policy as it relates to board giving around annual fundraising goals. Additionally, board member performance should be evaluated based on attendance, fundraising and other criteria.

Greg McRay, EA

Greg McRay is the founder and CEO of The Foundation Group. He is registered with the IRS as an Enrolled Agent and specializes in 501(c)(3) and other tax exemption issues.

This Post Has 2 Comments
  1. Can a non-profit (Florida) board member hold 2 positions on a 6 member board? Specifically President and Treasurer? Can a non-profit board member loan money to the entity? For example to cover payroll? And if so, what type of paperwork would be required and/or prudent to show it is a loan?

    1. A board member can hold more than one officer position in most states…with the exception of President and Secretary. Those roles must be occupied by different people. With regard to loans, it is doable, but not best practice. If you choose to go this route, make sure to draw up a loan agreement that passes legal muster and is fair to both parties. Keep in mind that these kinds of transactions must be disclosed to the IRS on your Form 990. If you feel you need an extra set of eyes on the loan agreement, seek out a qualified attorney. Good luck!

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