By Michael Healy

Do you have a mid-term vacancy on your board? Are you considering appointing someone to fill that position? Here is a suggested process that has worked well for a number of boards:

1. Collect names of potential candidates. Sources may include
   1. your existing pool of candidates
   2. suggestions from current directors
   3. suggestions from the GM or membership manager or other staff
   4. people who have been vetted by the nominations committee and have run for the board in the past 1-2 years (but don’t automatically appoint someone just because they ran and didn’t get elected)
   5. a broadcast/promotion to all members
2. In open session, review the process and the criteria you will use to decide who to appoint. Hopefully you already have some common understanding about the qualities of good board members; if needed, you can adjust that set of qualities based on current board needs.
3. In executive session, discuss the potential candidates and their qualifications.
   1. Eliminate anyone who clearly doesn’t meet your criteria or who is otherwise not qualified.
   2. Using your normal decision-making process, decide which of the candidates the board would appoint if that candidate agreed to serve. (If so-and-so is able and willing to serve, would we appoint them?)
   3. Take the list of candidates the board would appoint and rank-order them.
   4. Authorize the board president (or other board representative) to contact the candidates in rank order and to offer the appointment to the first person who says yes they would be willing and able to serve. You can make this authorization in open session and record it in your regular meeting minutes if you’d like.
4. At the next board meeting, formally decide to appoint the new director.

Questions for discussion:

• Do you have an established strategy for when and how you fill vacancies? Do you follow the “always appoint principle”? Do you decide on a case-by-case basis whether you need to fill a particular vacancy? What makes sense for your board in general or in this particular instance?
• Do you have a common understanding of criteria you use to vet a candidate’s qualifications? How might you gauge whether a person meets those criteria? Do you want a formal (written) application from candidates, or do you prefer an informal (conversational) assessment?

Other Resources:

The Always Appoint Principle (video)

Nominating Board Candidates field guide

Orienting New Directors field guide