Should a CEO sit on the board of his/her own directors' companies?

Tuesday, January 5, 2010

Secret Ballot or a Show of Hands

Q: We have an election coming up and a number of us would like to know the most common practice of nonprofit boards: To elect board members by public vote or secret ballot?

A: Given your question, it appears your vote is not proforma. Good. I give extra points to any organization that questions how to move forward and with whom. I trust it means that you have sufficient depth of leadership to require a serious vote and that you are looking for the most effective means of achieving that.

Both voting procedures are commonly used. I am unaware of one being used significantly more than the other. The approach a specific organization takes is often spelled out in that organization’s bylaws.

If your bylaws do not specify the technique to use, consider the advantages and disadvantages of each. The public vote is faster and everyone sees the will of the people. However, the results of a voice vote may be determined on the basis of the group that projects the loudest. And, if the first candidate gets a particularly hearty response, those intending to vote for the second candidate may feel the majority has spoken and opt not to vote rather than be associated with what they perceive will be the losing side. Even a show of hands can be inaccurate unless several people are counting and all arrive at the same number. However, a secret ballot has its own problems. It takes longer. And, if the nominations were contentious, there may be a question about the validity of the vote and/or the subsequent count. Of course, this can be mitigated if ballots are numbered and accounted for, and there are representatives from “both sides” counting the ballots.

What is far more important than the type of vote is that you have a thoughtfully-considered list of criteria for board service. That makes it easier for your governance or nominating committee to vet the nominees and assure the voting body of the capability of each person up for election to the board. As long as each candidate meets the defined criteria, the format you ultimately choose shouldn’t matter. Everyone can feel comfortable that any of the people on the ballot will represent the community well if elected.

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