Who should appoint officers – the board or a vote of the membership?

This is a complicated issue where effective practice depends on the nature of the association’s work, the role of the board, the role of the officers of the board, and the culture of the businesses or field in which members are involved.

Where the authority to select officers is one of the primary determinants of where an association lies on a governance continuum with a political/representative culture on one end and a business/corporate culture on the other end.

In trade associations or other organizations where the members are organizations (rather than individuals), the business/corporate culture is most comfortable for members. In such instances the officers tend to be elected by the board – just like on a company’s board.

In individual membership organizations (most professional associations and societies), members tend to be most comfortable with the political/representative culture. Officers tend to be elected by the membership – just like in state government. Where Board seats are either formally or informally slotted to represent certain constituencies, the officers tend to be nominated by a committee of the board but elected by the membership. Slotted seats tend to be more of a reflection of concern about the distribution of power among member segments than they are a concern about diversity of thought.

In charitable organizations board seats are filled by a vote of the board itself, so officers are also selected by the board itself.

Sometimes there are two or more persons nominated for a position; sometimes a single person or slate of officers is nominated. Usually in such cases, people can also run for officer positions by petition or “from the floor” if elections occur at a membership meeting. This essentially provides veto power over the boards selections to the membership at large. It functions more as a safety valve for discontent than as a decision process.

We observe that an effective practice in many organizations involves board and officer’s being identified by a nominating committee operating with guidance from the Board about perspectives that are needed to sustain an informed and balanced perspective on the Board. Similarly, well-functioning nominating committees tend to be effective in ensuring that the association has officers that are both personally effective and reflective of the desired balance in perspectives.

Some associations are moving to a leadership development/nominating committee that identifies three or more well qualified individuals for each officer position and then allow the Board (or membership) to make the selection from the three. In these cases the nominating committee is functioning as an executive search firm guided by needs communicated by the board, rather than as a job placement firm accepting self-nominations from people who decide to run.