When it comes to decision-making on the council level, the board of directors is where the buck stops. Many delegates wonder how someone can become a member of the board in order to ensure that voices of the membership are represented. For example, the membership may have strong feelings about the performance of a CEO, or how money the membership earns via product sales is being directed, or what property plans and camp sales entail – and it’s important for the health of the council that these voices are heard and respected at the board level. There are two ways for the membership to influence who is on their council’s board: either going through your council’s official nomination process or nominating a candidate “from the floor” by a delegate or representative at an election.
But first, it’s important to understand the structure of council governance. Be sure to read the article Who’s Who in Council Governance to find out more.
How are board members selected? Look to your council’s bylaws to find this out. The bylaws should describe a group of people who are responsible to keep boards viable by examining the composition of the board, working to find future board members with the needed expertise, and providing enrichment opportunities such as training for current board members. In many cases, that group is called the Board Development Committee (BDC). Usually (but not always), a BDC is a standalone group that is not part of the board itself. BDCs can be made up of both board members and non-board members from the membership or the community. Depending on the bylaws, delegates usually vote for members of a BDC the same way and at the same time they vote for board members at an annual meeting. In other cases, it might be that there’s no BDC, and instead, an internal Governance or Nominating Committee that is part of the board serves in the role. Again, this is dependent on how these committees are defined in your bylaws and board procedures. We will use a BDC as the example moving forward when it comes to these duties.
Ideally, a BDC finds potential board members from information gained from interacting with the board and consulting with the council CEO and board chair. The BDC also should be asking members of the council to submit names for consideration. BDC members weigh what skill sets are already on the board and where the gaps are plus they also consider the council’s strategic priorities and what expertise those priorities would require. Through networking and investigation, the BDC identifies potential candidates in the communities serving the council’s jurisdiction. The BDC contacts them to see if they are interested in the position and interviews those who express interest. People who have been personally nominated by the membership, council staff, or board members are also interviewed. From there, if directed by the bylaws, the BDC comes up with a single slate of nominees that is presented for election at the annual meeting.
A single slate is a list of candidates wherein only one person is nominated for each position. If there are four open board member-at-large slots, then there are only four names on the slate. Normally, at a council’s annual meeting, delegates vote on this single slate. There’s usually a separate slate for potential BDC members as well.
Is there a reason why a single slate is preferred over voting for multiple candidates per position? A single slate ensures that nominees meet the council’s goals, needs, and diversity requirements. It is also the best use of resources in most situations, and a slate helps ensure that nominees understand the necessary and expected commitment. Last, although having more than one candidate may initially look attractive, it would be too easy for a BDC to have a “preferred” candidate running against a candidate that looks weak or may be unpopular — and that situation is not to anyone’s benefit. So a single slate represents the BDC’s best efforts for finding the candidates they believe are most appropriate for the board at that time.
All that said, there are some instances when the delegate body may feel that the board of directors is missing a true representation of the membership’s voice, so being able to nominate from the floor is a way to attempt to bring that balance onboard. It also serves as an important check and balance against abuse of the single slate or in situations where the board is clearly disconnected from the membership of the council.
So what exactly does it mean to “nominate someone from the floor,” and how do you go about it?
Nominating from the floor means that additional people other than just the nominees selected by a BDC are presented at election time as an option. But more than likely, you can’t just wait to make a nomination when the vote comes up during the meeting. You will need to consult your council’s bylaws to find out what steps in advance are necessary, if any.
In the Blue Book of Documents, nominations from the floor procedures for National Board and National Board Development Committee members are as such:
ARTICLE XII NATIONAL BOARD DEVELOPMENT COMMITTEE, NOMINATIONS, AND ELECTIONS
10. Nominations may be made from the floor of the National Council Session provided that notice of such nomination and written consent to serve by the nominee(s) shall have been provided to the President and the Chair of the National Board Development Committee at least forty-eight (48) hours prior to the published time for the convening of the meeting at which the election shall be held.
Here’s an example from the Kentuckiana council’s bylaws:
Section 2. Nominating from the Floor. Nomination for any position to be elected may be made from the floor at any meeting provided that (a) the eligibility of any individual so nominated has been established, (b) prior written consent of the nominee has been secured, and (c) in the case of meetings of the council, the chair has been notified of the intended nomination no later than the beginning of the meeting.
Another example from the Heart of the Hudson council is:
Section 3.6 Additional Nominations. Nominations may be made from the floor at the Annual Meeting, provided that the eligibility of the nominee has been established and is in accordance with these Bylaws, and the written consent of such individuals has been secured and submitted along with their qualifications, to the Secretary at the Council office at least seventy two (72) hours prior to the start of the Annual Meeting.
You might hear something along the lines that a candidate who will be nominated from the floor needs to be “vetted.” Vetting means that the person’s qualifications and integrity are checked. But against what qualifications and who does the vetting? On the surface, the vetting process might sound like it would make sense because you wouldn’t want someone on your board that can’t contribute. However, vetting negates the process and purpose of nominating from the floor. It gives those doing the “vetting” the opportunity to decline the nomination before voting even takes place, especially if it’s someone that they would oppose having as a member. An example of vetting in a set of bylaws is (emphasis added):
Nominations from the floor will be accepted at the annual meeting provided that:
- they are submitted ten business days prior to the annual meeting to the chair of the nominating subcommittee of the governance committee using the council’s referral form;
- the nominee meets the criteria for the office;
- the nominee’s qualifications are consistent with the board profile established by the nominating subcommittee and governance committee; and
- the nominee has been given written expectations of board members and agreed to serve.
In this case, what’s the board profile? Boards rarely release this information to the membership, nor does the membership have any say when it comes to developing the profile. Who determines if the candidate’s qualifications are consistent with the board profile? Those responsible for the “vetting” could shoot down the candidate based on these things before they even get on the ballot. Instead, as is true with the GSUSA process, the delegate body is the proper group for vetting floor nominees, and they make that determination with their votes for or against the candidate nominated from the floor.
Once you’ve identified someone you would like to nominate from the floor (and you’ve gotten their express permission), and you’ve followed the proper procedure to get them listed on the ballot, then the best practice is to develop a biography showing their qualifications. Be sure to publicize the reasons why delegates should consider voting for this person. If a floor nominee is being considered for a specific position like Vice President, the candidate with the most votes will be elected. In other situations such as a member-at-large spot on the board or BDC, the individuals with the most votes for the available slots will be elected. For example, if there are five nominees for board member-at-large for a three year term, then the floor nominee becomes a sixth nominee. At election time, the top five individuals with the most votes will be elected. For that reason, those supporting a floor nominee may want to also identify someone on the original single slate who delegates should NOT vote for so that their own candidate has the best possible chance of getting enough votes for election.
To summarize: if someone at your council is considering making a floor nomination, they need to consult the bylaws and follow that process. They need to make sure the nominee consents. And, because floor nominations are usually done in an effort to be a change agent in a council, the one(s) doing the nominating need to have clear objectives, good plans for publicizing their nominee(s), and conduct themselves professionally and in accordance with the Promise and Law in all ways.
What if there’s no provision to nominate someone from the floor in your council’s bylaws? If your bylaws state that your council uses Robert’s Rules of Order Newly Revised (RONR) as its parliamentary authority, then you have to default back to what RONR says about the matter. It indicates that nominations from the floor are permitted when nominations are made by a committee:
“After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor.” RONR (12th ed.) 46:18
The fact that the bylaws don’t mention nominating from the floor is not a valid reason to prohibit it. If this is what an organization wants, then the bylaws should specifically state that nominating from the floor is disallowed.
What if your council doesn’t have a delegate body and instead uses a self-perpetuating board of directors (meaning board members are responsible for voting in their own members)? Unfortunately, there’s not much you can do in this case except to follow the procedure to nominate a candidate through whatever nominating process is in place and hope that they are selected. You will have to contact your council’s governance manager to find out how someone can be nominated if it’s not published publicly.
If you have any further questions, please feel free to comment below or contact us at admin@girlscoutgovernance.com.