Part 1 – GOVERNANCE
SECTION: Governing Body
POL 1-009 Pr
Nomination and appointment - Outside Directors
Effective date: November 11, 2011
Approval date: November 11, 2011
Last revised: July 1,2009
Cancelled date:
Reference: Bylaw VII Sec.1,
BD 04/2003, 04/2004
Cross reference:
PROCEDURES
The Committee that oversees Association governance is responsible for the selection of Outside Directors. The committee may create a task force to manage the process of nominating and selecting the Outside Directors.
The Immediate Past President will lead the efforts associated with the process, supported by the Corporate Secretary as staff liaison. The Outside Directors currently on the Board of Directors may not participate in the selection of new Outside Directors.
The process is time sensitive, and must be conducted in a manner that ensures that Outside Directors are nominated and confirmed before the annual Spring Board Meeting.
Candidates (current Outside Directors):
Serving Outside Directors who express a desire to continue to serve must file a "Letter of Intent" with the task for leader in accordance with the timeline. While they are not required to submit all documentation from their original appointment, the Task Force reserves the right to ask for any additional information it needs to make an informed decision.
(a) If one or both of the Outside Directors have not filled the maximum of three one-year terms, the Board will be polled to determine if it would like to extend the appointment for an additional term for both or one of the Directors. (b) If the Board determines that an Outside Director should continue and the Outside Director accepts the extension, there will be no need to seek additional nominations for this position in the current cycle. (c) Upon confirmation vote of the board, the sitting Outside Director will retain the position of Outside Director for another one-year term. (d) If both current Outside Directors are extended by vote of the Board, the Committee will have completed its work and the current pool of nominees will be retained for future consideration.
Candidates (previously served on the Board as Outside Directors):
Former Members of the Board of Directors may be considered as candidates for Outside Director based on the following criteria: :
(a) A former Director who served on the Board for one year may be nominated for a term that begins two years after the Director last served on the Board. (b) A former Director who served on the Board for two years may be nominated for a term that begins three years after the Director last served on the Board. (c) A former Director who served on the Board for the maximum three year term may be nominated for term that begins four years after the Director last served on the Board. (d) Former Directors who become Outside Directors may serve as Outside Director for two additional one-year terms of office, regardless of the number of years previously served on the Board.
Candidates (new):
1. On behalf of the oversight Committee, the Corporate Secretary will maintain an ongoing list of potential candidates for Outside Directors.
2. The Outside Director Search and Selection process is time-sensitive. The task force is responsible for creating a timeline that ensures that Outside Directors are identified and confirmed before the annual Spring Board Meeting.
3. In addition to the list of potential candidates, the task force will solicit additional input for candidates and nominations from a variety of sources including, but not limited to:
The Board of Directors of ARMA International
Region Managers and Coordinators
Chapter Leadership
Fellows of ARMA International
ICRM
General Membership of ARMA International
Other Associations
ARMA Headquarters
Nominations
1. The task force will define a deadline for individuals to submit nominations for Outside Director terms for the following fiscal year.
2. Individuals may nominate themselves
3. Individuals who wish to nominate an Outside Director will send a nomination letter or e-mail to the Task Force for each individual nominated. The letter will include the following:
(a) Name, address, telephone and fax numbers and e-mail address of individual nominated. (b) Place of employment of individual nominated. (c) Name, address, telephone number and e-mail address of nominator. (d) A short statement (no more than 200 words) setting forth the reasons the individual nominated would be an effective Outside Director. (e) Contact information for the nominator.
Information from candidate
1. Based on the timeline, the Task Force will review all nominations and send a letter or e-mail notifying all qualified nominees of their nomination. The communication will include:
(a) An application form (Exhibit A). (b) A question determined by the Task Force, asking nominees for an answer of no more than 300 words on a separate sheet of paper. (c) A due date for reply based on the timeline.
2. Individuals will be encouraged to send the form and accompanying information electronically.
3. Candidates who do not complete the questionnaire or who do not respond to the Task Force question by the defined due date will be withdrawn from further consideration.
Task force review
1. The Task Force will review all applications submitted and collect any additional information on candidates as needed.
2. For candidates who have previously served on the Board of Directors, the Task Force will seek input from the Board of Directors about the suitability of the candidate. The Board’s input will be considered, but not be treated as a binding vote for that candidate.
3. The Task Force will interview each candidate.
4. The Task Force will recommend finalists to the Board for confirmation in advance of the Spring Board meeting. There will be one finalist for each open Outside Director position.
5. The Task Force will not notify the candidates of their status until all candidates have been confirmed by the Board.
Board confirmation
1. The Board will conduct a confirmation vote of the recommended candidate(s) in the most expeditious manner appropriate.
2. The vote will be concluded by a deadline defined in the timeline but must occur at least 60 days before the Spring Board meeting.
3. The Immediate Past President will immediately inform the confirmed appointees via telephone to be followed by a letter of appointment.
4. The Immediate Past President will then notify the unconfirmed candidates by telephone that they have not been appointed.
5. The Task Force will send letters to all individuals not selected and will request that unconfirmed candidates volunteer to remain in the pool of future candidates.
6. Confirmed Outside Directors will be invited to attend the Spring Board meeting as observers and will take office on July 1 of the new fiscal year.
Unconfirmed nominees
1. If the Board does not confirm the recommended candidate, the Task Force will immediately conduct a search for an additional candidate to recommend to the Board.
2. That candidate may be considered from among the other candidates considered by the Task Force or the Task Force may solicit additional candidates and nominations in accord with the process shown above.
3. If an additional pool of candidates is required, the Task Force will meet to determine a timetable for the process that will enable a confirmed candidate to attend the Spring Board meeting, if at all possible. Communication
The task force will use ARMA publications and other means of communication to solicit input/nominations for Outside Director, to notify the membership of ongoing efforts to recruit qualified candidates, and to inform members regarding the final decision of the Board of Directors.
Outside Director vacancies
1. In the event that an Outside Director is unable to complete their term in office, the position will remain vacant for the remainder of the term.
2. The position will be filled during the subsequent term of office in accord with the normal process for nominating, recommending and confirming a candidate for Outside Director.
3. The position of a confirmed candidate who has not yet taken office will not be filled.
Reporting:
The Task Force will submit monthly report to the oversight Committee while it is active. Recordkeeping:
The Corporate Secretary will retain all records associated with the Outside Director search and selection process.
Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.