Board Leadership and Governance Committee Report

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1 Board Leadership and Governance Committee Report Chair: Sharon Hadary Members: Ken Antaramian; Sheryl Facktor; Joan Murdoch; Rachel O'Leary; Ann Prisland Staff Liaison: Margaret Tennesen Background The Board Leadership and Governance Committee was established by the Board of Trustees in fall, The role of the Board Leadership and Governance Committee is to facilitate the longterm stewardship of the organization to ensure the organization has a firm foundation of leadership and governance that will enable it to be nimble and responsive to the changing environment. The first two initiatives the Committee has undertaken are: 1) To develop position descriptions for Trustees; Associate Trustees; and Emeritus Trustees; and 2) To develop a comprehensive Nominations Process Plan. Below are the DRAFT reports on each of these initiatives (Position Descriptions, pp 2-5; Nominations Process, pp.6-16). These are still works in progress, and we welcome feedback and questions from Trustees, Associate Trustees, Emeritus Trustees, and Staff. We will discuss with the Chair of the Nominating Committee testing out the proposed Nominating Process as part of the 2013 elections.

2 MEMORIAL UNION BUILDING ASSOCIATION ASSOCIATE TRUSTEE POSITION DESCRIPTION DRAFT Vision: Support the Wisconsin Union as the heart & soul of a great University. Mission: We support the Wisconsin Union by providing our expertise, life experiences, philanthropy, and connections. Associate Trustees of the Memorial Union Building Association (MUBA) promote the interests, welfare, and development of the Wisconsin Union and its mission. Each Associate Trustee contributes to MUBA in his or her individual way, and each contribution is critical to the long-term success of the board. Each Associate Trustee should serve MUBA and the Wisconsin Union by: Supporting the Wisconsin Union within the University and with outside groups, Nurturing the ideals of the Wisconsin Union within the Union organization, Providing financial stewardship and governance of MUBA, Becoming educated in the history and tradition of the Union Idea and the Wisconsin Union; providing and maintaining institutional memory, and Understanding and supporting the current priorities and support activities in which MUBA engages. Qualifications Associate Trustees serve six-year terms. Associate Trustee nominees must be or become life members of MUBA. Successful candidates should have a demonstrated track record of leadership or volunteerism; show a commitment to the Wisconsin Union; and support the vision and mission of MUBA. MUBA was conceived as an organization to support the construction of the Memorial Union, and fundraising is an important part of our legacy. MUBA is committed to inclusion and seeks board members who represent the diverse community that the Wisconsin Union serves. 2

3 Responsibilities MUBA Associate Trustees are expected to make a significant contribution through a variety of the following avenues of participation: Prepare for, attend, and participate on a standing committee. Be a lifetime member of the Wisconsin Union. Make an annual gift to the Wisconsin Union. Provide profile for the Resource Directory and update as necessary. Attend and participate in the fall Annual Meeting. Vote in elections for Associate Trustees and Trustees and on matters presented for votes at the Annual Meeting. Participate on ad-hoc committees as appropriate. Advocate for and support the Wisconsin Union to outside groups when necessary. Identify new board nominees. Support other MUBA or Union fundraising and/or outreach events or activities. Reappointment Associate Trustees who serve six-year terms will be eligible for reappointment upon recommendation of the Nominating Committee made on the basis of participation, Association needs, and desire to serve. Reappointment consideration will be based on the entirety of involvement in MUBA and will be decided by a vote of Associate Trustees and Trustees. 3

4 MEMORIAL UNION BUILDING ASSOCIATION TRUSTEE POSITION DESCRIPTION DRAFT Vision: Support the Wisconsin Union as the heart & soul of a great University. Mission: We support the Wisconsin Union by providing our expertise, life experiences, philanthropy, and connections. Trustees of the Memorial Union Building Association (MUBA) promote the interests, welfare, and development of the Wisconsin Union and its mission. Each Trustee contributes to MUBA in his or her individual way, and each contribution is critical to the long-term success of the board. Each Trustee should serve MUBA and the Wisconsin Union by: Supporting the Wisconsin Union within the University and with outside groups, Nurturing the ideals of the Wisconsin Union within the Union organization, Providing financial stewardship and governance of MUBA, Becoming educated in the history and tradition of the Union Idea and the Wisconsin Union; provide and maintain institutional memory, and Understanding and supporting the current priorities and support activities in which MUBA engages. Qualifications Trustees serve six-year terms. To stand for election as a Trustee, a candidate must be an Associate Trustee. Candidates generally should have completed at least one six-year term as an Associate Trustee and have attended at least four Annual Meetings within the last six years. The Nominating Committee, in making its nominations, gives special consideration to those who have participated actively on standing Association or Union committees, ad-hoc committees, or Union Council, as well as a candidate s involvement in supporting the Wisconsin Union within the University and with outside groups, nurturing the ideals of the Wisconsin Union within the organization, participating in mentoring and stewardship activities, participating in campus committees, and involvement in community organizations. MUBA was conceived as an organization to support the construction of the Memorial Union, and fundraising is an important part of our legacy. 4

5 Successful candidates have enthusiasm for volunteer service, commitment to the Wisconsin Union, and a passion for the vision and mission of MUBA. MUBA is committed to diversity and seeks board members who represent the diverse community that the Wisconsin Union serves. Responsibilities MUBA Trustees are expected to make a significant contribution through a variety of the following avenues of participation: Prepare for, attend, and participate on a standing committee. Be a lifetime member of the Wisconsin Union. Make an annual gift to the Wisconsin Union. Provide profile for the Resource Directory and update as necessary. Attend and participate in fall Annual Meeting and Spring Trustees meeting. Vote in elections for Trustee Associates, Trustees, and Executive Committee; for nominations for Emeritus Trustees; and on matters presented for votes at the Spring and Annual Meetings. Participate on ad-hoc committees as appropriate. Advocate for and support the Wisconsin Union to outside groups when necessary. Identify new board nominees. Support other MUBA or Union fundraising and/or outreach events or activities. Reappointment Trustees who serve a six-year term will be eligible for reappointment upon recommendation of the Nominating Committee made on the basis of participation, Association needs, and desire to serve. Reappointment consideration will be based on the entirety of involvement in MUBA and will be decided by a vote of Associate Trustees and Trustees. 5

6 MUBA Board Leadership & Governance Draft MUBA Nominations Process Recommendations Background The subcommittee was charged with two tasks: 1. Review the membership and responsibilities of the Nominating Committee (see relevant sections of the MUBA Bylaws on pages 9 10) and make recommendations to retain or change the current approach. 2. Review the current nominations processes for new Associate Trustees, Trustees, and Emeritus Trustees; make recommendations to retain or change the current processes to make sure they are fair, uniform, and transparent. Based on subcommittee members experiences and informal input from other MUBA members, these issues surfaced as needing attention: The current nominations process has not always been uniform or transparent, leading to concerns regarding the credibility of the process. The process for nominating candidates is either not clear, not written down, or not followed consistently. The Nominating Committee s charge is not as clear as it needs to be (see Bylaws Article VIII, Section 3). For example, there is no clear direction on what to do when the committee is divided between two candidates for a single position or what to do when the number of candidates is fewer than the number of positions available. Candidates have not always received rigorous and consistent review. Based on a discussion of these issues, the subcommittee makes these recommendations. Recommendations 1. Amend the Bylaws to (a) change the number of Nominating Committee members from the current six to seven: four Trustees and three Associate Trustees and (b) allow the Nominating Committee chair to serve for two years after having been a member for one year. Proposed new wording (in red) for Bylaws Article II Sections 1 and 2 Nominating Committee Section 1. A Nominating Committee shall be comprised of four Trustees and three Associate Trustees, appointed by the MUBA chair for three-year, nonrenewable terms. All Trustees and Associate Trustees shall be eligible to serve as members of the Nominating Committee. The MUBA chair shall designate one of the Trustee appointees who has served one year as a committee member to serve as chair of the committee for up to two years. Section 2. Members of the Nominating Committee shall be divided into three classes (two classes of one Trustee and one Associate Trustee, and one class of two Trustees and one Associate Trustee) with one class appointed each year. 2. Develop an MUBA three- to five-year Strategic Plan. This plan would be developed by the Executive Committee with support from the standing committees. The strategic plan will be reviewed and updated regularly by the Executive Committee. The Executive Committee will review the strategic plan and corresponding organizational needs (e.g., diversity, needs 6

7 across graduation years and parts of the country, past Directorate membership or not) with the Nominating Committee prior to each nominations cycle. [Note: if such a plan is not in place to guide the Nominating Committee in its deliberations in 2013, the Executive Committee needs to indentify immediate priorities and share those with the Nominating Committee.] 3. Charge the Board Leadership and Governance Committee, in consultation with the current Nominating Committee, to (a) develop standard forms or charts to be used to nominate and review candidates for MUBA positions and (b) develop additional specifics for the nominations deliberation process (e.g., members review each candidate s materials independently first and then discuss as a group). 4. Charge the Board Leadership and Governance Committee with developing and delivering Nominating Committee training, including training for the Nominating Committee chair. 5. Adopt the attached document describing the roles and responsibilities of the Nominating Committee and the nominations processes for various MUBA positions. 7

8 Nominating Committee The Nominating Committee is a standing committee of MUBA. This description of the Nominating Committee s roles and responsibilities and of the nominations processes for various MUBA positions is written assuming that the recommendations listed previously have been adopted. Membership: The Nominating Committee is composed of seven voting members, four Trustees and three Associate Trustees; the MUBA Executive Secretary (Union Director) serves as a non-voting member and a resource for the Nominating Committee. The MUBA chair designates one of the Trustee appointees to serve as chair of the committee. Responsibilities: Nominating Committee members are expected to follow the processes outlined in this document. Members of the Nominating Committee are expected to review candidate materials fairly and consistently, participate in candidate review and selection meetings, and vote for candidates based on those processes. To avoid tie votes, if an even number of members is present when votes are taken, the Nominating Committee chair does not vote. Committee members may not nominate, provide references for candidates, or be candidates for any position other than re-nomination to a position they already hold during the time they serve as committee members. If a committee member is up for re-nomination, that member will recuse himself/herself when his/her renomination is reviewed. Administrative Support: The staff liaison to the Nominating Committee (currently Membership Resources Coordinator) is responsible for providing current factual information about candidates for Associate Trustees and Trustees and for those eligible for re-nomination (e.g., involvement in Wisconsin Union and/or MUBA activities, regular financial support as noted in the Position Description, attendance at meetings, UW connections; see 2012 information provided for candidates on page 10 as an example). This information is to be provided to all Nominating Committee members prior to the first meeting in a nominations cycle. Nominations Process The goal of the nominations process is to identify candidates who bring skills and expertise needed by MUBA. Selection is based on, but not limited to, MUBA s mission, vision, values, strategic plan, and current and future needs. In each regular nominations cycle, the Nominating Committee makes recommendations for New Associate Trustees Reappointments of current Associate Trustees or Trustees, who are divided into three classes; every two years, one class stands for re-election 8

9 Appointments and reappointments of Executive Committee members, who are divided into three classes; every year, one class stands for re-election. The Nominating Committee may also make recommendations as needed for new Trustees and new Emeritus Trustees, and for members of the Executive Committee if a midterm vacancy occurs. Overview of Nominations Process (see next pages for detail) Planning BLG chair reviews MUBA needs MUBA chair appoints NC chair/members MUBA/NC chairs review MUBA needs BLG provides training for NC NC reviews process and plans schedule Re-nomination Review NC reviews list of those whose terms end NC contacts those on the list NC confirms re-nominations Nominating Period NC announces nominations open, provides materials Nominators contact candidates, provide materials Candidates, references submit materials Nominating Committee Deliberations Staff liaison prepares, provides candidate information NC reviews all candidates, makes nominations NC contacts nominators, candidates NC reports results to Exec Com Voting Staff liaison prepares, provides ballots Voting occurs Staff liaison/nc chair receive, tabulate ballots Election results announced 9

10 Nominations Process (Details) Planning: March through May Board Leadership and Governance Committee reviews the composition of MUBA to ensure the organization has the skills, expertise, and interests to meet current and future needs; provides this information to the Executive Committee. MUBA chair appoints Nominating Committee members/chair as needed. MUBA chair meets with the Nominating Committee chair to review overall organizational needs (e.g., diversity, needs across graduation years and parts of the country, past Directorate membership or not). Board Leadership and Governance Committee provides training for members of the Nominating Committee Nominating Committee reviews current nominating documents for any needed revisions and develops a nominations schedule in consultation with the MUBA chair to be submitted to the Executive Committee for approval. (See pages 9 10 for sample materials.) Re-nomination Review: June The Nominating Committee and the Executive Committee need to know how many Associate Trustees or Trustees in the class will be re-nominated that year in order to determine how many open positions there will be. The goal of this process is to encourage ongoing, effective engagement by every Associate Trustee and Trustee-- through having position descriptions, easily available lists of expectations, and personal contact by the Nominating Committee. Re-nominations for Executive Committee members follow this same process. 1. The Nominating Committee reviews the list of Associate Trustees or Trustees whose terms are expiring. The staff liaison provides Nominating Committee members with a spreadsheet of current factual information (e.g., updated information on committee responsibilities, financial support, participation in MUBA and UW programs, meeting attendance). The Nominating Committee reviews all materials, including Resource Directory profiles, of those up for re-nomination. 2. The Nominating Committee arranges to contact those eligible for re-nomination by phone or in person (not by ). Based on the criteria for re-nomination, a conversation is held with the individual about current involvement in MUBA interest in being re-nominated or moving to Emeritus Trustee or to Associate Trustee (in the case of Trustees per the Bylaws) Individual goals for the next term in relation to the needs of the organization 10

11 3. Once all the contacts are made, the Nominating Committee meets to make renominations decisions. These decisions are based on the information provided from those up for re-nomination, information provided by the staff liaison, the Resource Directory profiles, and consideration of the entirety of involvement in MUBA as described in the Position Description. The committee makes its recommendations with emphasis on participation, membership diversity and Association needs, as well as the individual s desire to serve (Bylaws, Article VIII, section 3). 4. The Nominating Committee confirms the number of people to be re-nominated, which will determine if there are open positions that need to be filled through election that year (e.g., a current Trustee decides to move to Emeritus Trustee, leaving one Trustee position open). The names of those being re-nominated are included on the ballot for all other elections during the cycle. In the unlikely event that there are concerns about re-nominating someone, those concerns are referred to the MUBA chair for action. Nominating Period: July All MUBA members (Trustees and Associate Trustees), Union staff, and Directorate members are eligible to make nominations. Depending on the positions to be filled that year, the information provided to the nominators and applicants may vary. However, this process is followed each year. 1. Nominating Committee provides all eligible nominators with access to nominations materials, including information about the current MUBA Strategic Plan and general needs of the organization for that year, and the appropriate nomination forms. New Associate Trustees Nominators consider potential candidates considering the current and long-term needs of the organization as developed by the Executive Committee based on the recommendations of the Board Leadership Committee. Nominators talk with potential candidates, explaining the expectations, responsibilities, and rewards of MUBA service. Nominators explain that there are no guarantees: Nominating Committee decisions are made after a review of all candidates and the organization s needs. Nominators provide materials to those who are interested in applying. These materials, available on the MUBA website for downloading and sharing, include Associate Trustee and Trustee position descriptions, Bylaws, MUBA background, Wisconsin Union information, and application materials. Candidates complete the application packet: a biographical information form and short responses to two questions: Why are you interested in being considered for nomination? What will you bring to MUBA? 11

12 Candidates may supply up to two letters of reference on a form that is provided. New Trustees/New Executive Committee Members Nominators consider potential candidates considering the current and long-term needs of the organization as developed by the Executive Committee based on the recommendations of the Board Leadership Committee. Nominators and those writing letters of reference are encouraged to review the Resource Directory profiles of potential candidates. Nominators talk with potential candidates, explaining the expectations, responsibilities, and rewards of Trustee/Executive Committee service. Nominators explain that there are no guarantees: Nominating Committee decisions are made after a review of all candidates and the organization s needs. Candidates complete the application packet available on the MUBA website: a biographical information form and short responses to two questions: Why are you interested in being considered for nomination as a Trustee/Executive Committee member? What will you bring to the role of Trustee/Executive Committee member? Candidates may supply up to two letters of reference on a form that is provided. Nominating Committee Deliberations: August 1. The staff liaison prepares a chart of factual information about all applicants and copies all application materials for use by the Nominating Committee. 2. Prior to the first Nominating Committee meeting, the chair reviews the process members will follow to review candidates. Members receive copies of all candidate materials. For new Associate Trustee candidates, the Nominating Committee uses the candidate application packet materials (biographical information form and responses to two questions), letters of reference, and spreadsheet of factual information provided by the staff liaison. For new Trustees/Exec Com members, the Nominating Committee uses the candidate application packet materials (biographical information form and responses to two questions), letters of reference, Resource Directory profiles, and spreadsheet of factual information provided by the staff liaison. 3. Nominating Committee members use the candidate review chart to rate candidate submissions and to serve as a basis for discussion. All candidates are evaluated using the same criteria and process. There is no requirement to fill all open positions. 12

13 4. The Nominating Committee chair or designated appointee is responsible for contacting nominators and candidates in person or by phone (not ) to let them know if a candidate has been nominated or not. Candidates who are not nominated that time are asked if they would like their names to be kept on file for future years nomination cycles or if they are interested in other facets of Union or MUBA involvement (e.g., committee/club membership, hosting local Union family gatherings). 5. The Nominating Committee chair reports results to the MUBA Executive Committee and makes arrangements for mail or ballots to be prepared. Voting: September The staff liaison prepares and provides ballots to MUBA members as indicated in the Bylaws. Union staff receive and tabulate the ballots in coordination with the Nominating Committee Chair. Installation of New Members: October New Associate Trustees attend the Annual Meeting, receive introductory training, and are welcomed to MUBA. New Trustees, Emeritus Trustees, and Executive Committee members are recognized at the Annual Meeting. Executive Committee Mid-Term Vacancies According to the Bylaws (Article VI, section 4), in the event of a vacancy on the Executive Committee, such vacancy shall be filled by appointment of the Board of Trustees to fill an unexpired term, subject to confirmation by the Trustees and Associate Trustees at the next annual meeting of the Association. 1. The MUBA chair lets the chair of the Nominating Committee know that there is a vacancy on the Executive Committee. The Nominating Committee chair works with the MUBA chair to establish a schedule for filling the vacancy and lets the organization know there is a vacancy. All MUBA members, Union staff, and Directorate members are eligible to make nominations. 2. The nominations and deliberations processes described earlier (pages 5 7) are followed although the timing is as quick as practical. 3. The Nominating Committee provides its recommendation to the Trustees, who vote on the recommendation. Assuming the recommendation is accepted, the appointment is made subject to confirmation as indicated in the Bylaws. 13

14 Emeritus Trustees Based on the Bylaws, Article VII, section 1, Trustees and Associate Trustees who resign their positions after many years of good service may request to move to an emeritus role. This can be done at any time during the year and does not have to fall within the annual nominations cycle. The Nominating Committee reviews the request and makes the nomination to the Board of Trustees. Emeritus status is conferred by a vote of the Trustees. MUBA By-Laws (amended ) Relevant Sections: Nominating Committee and Nominations Process ARTICLE II Associate Trustees Section 3. In order to stand for election as an Associate Trustee, a candidate shall be a life member of the Association and shall have been nominated by the Nominating Committee. Section 5. Associate Trustees shall be expected to attend the annual meeting of the Association and to serve on committees of the Association and the Union and to participate in residencies. ARTICLE III Trustees Section 3. In order to stand for election as a Trustee, a candidate must be an Associate Trustee who shall have been nominated by the Nominating Committee. Such candidates generally should have completed at least one six-year term as an Associate Trustee and attended at least four annual meetings within the last six years. The Nominating Committee, in making its nominations, shall give special consideration to Associate Trustees who have participated actively on Association or Union committees, residencies, or on Union Council, as well as a candidate s involvement in supporting the Wisconsin Union within the University and with outside groups, providing financial stewardship and raising funds in support of the Wisconsin Union, nurturing the ideals of the Wisconsin Union within the Union organization, participating in mentoring and stewardship activities, participating in campus committees, and involvement in community organizations. ARTICLE VI Executive Committee Section 3. In order to stand for election as a member of the Executive Committee, a Trustee must be nominated by the Nominating Committee. 14

15 ARTICLE VII Emeritus Trustees Section 1. Trustees and Associate Trustees who resign their position after many years of good service to the Association may be named Emeritus Trustees by the Board of Trustees, upon the nomination of the Nominating Committee. Emeritus Trustees are no longer expected to attend annual meetings on a regular basis. ARTICLE VIII Nominating Committee Section 1. A Nominating Committee shall be comprised of four Trustees and two Associate Trustees, appointed by the Chair for two-year, nonrenewable terms. All Trustees and Associate Trustees shall be eligible to serve as members of the Nominating Committee. The Chair shall designate one of the Trustee appointees to serve as chair of the committee. Section 2. Members of the Nominating Committee shall be divided into two classes of three members each (two Trustees and one Associate Trustee, and two Associate Trustees and one Trustee) with one class appointed each year. Section 3. The Nominating Committee s responsibilities include making recommendations for new and renewed terms for Associate Trustees and Trustees, with emphasis on participation, membership diversity and Association needs, as well as the individual s desire to serve; for Executive Committee members, with emphasis on participation and contributions as a Trustee; for general officers of the Association, with emphasis on exemplary service as a Trustee; and for Emeritus Trustee, with emphasis on length of exemplary service as a Trustee or Associate Trustee. Examples of Information Provided by Nominating Committee Staff Liaison in 2012 Trustee Candidate Information Union Experience as a student Graduated from the UW in Union involvement as a student Union experience after graduation Has been an Associate Trustee since Served on the MUBA committee and worked on a project that resulted in MUBA annual meeting attendance (years attended) Skills Recommendations Nominated by 15

16 Other factors that might make the candidate an effective Trustee Lives in Involved in Other university connections Other relevant community/nonprofit experiences Leadership experience (e.g., chair of ) Name City and State Graduation Year MUBA Life Member: yes or no Union donor? Yes or no Nominated by Associate Trustee Candidate Example of Letter of Reference Form for New Associate Trustee Nominations* MUBA Associate Trustee Nomination Form Candidate Name Candidate s city of residence Nominated by In your view, what makes this person a strong candidate for the position of Associate Trustee of the MUBA? What attributes and skills will this person bring to MUBA? Please include details regarding past Wisconsin Union experiences, community involvement, and/or other experience in support of your nomination. *Similar forms would be developed for Trustee and Executive Committee nominations. 16