Purpose of the Nominating Committee
ORCID is an independent non-profit organization. Among its principles is governance by representatives from a broad cross-section of Members, the majority of whom are affiliated with non-profit organizations. The Nominating Committee (the “Committee”) shall assist the ORCID Board of Directors (the “Board”) in recruitment of Board membership in keeping with ORCID principles and Bylaws.
Roles and Responsibilities of the Committee
The Committee is authorized to carry out the following activities and other actions reasonably related to the Committee’s purposes or assigned by the Board from time to time: identifying, screening, and reviewing individuals who are qualified to serve as Directors.
- The Committee should seek direction from the Board at its May meeting on the number of seats to be filled and the needed Director qualifications and characteristics. Information on Board member qualifications, nominations process, and elections is available on the ORCID Website.
- The Committee is responsible for overseeing the dissemination of information about the nominations process and soliciting recommendations from the membership.
- The Committee shall provide a slate of candidates for Board discussion and approval at the 3rd quarter Board meeting
- If, in addition to the slate, independent nominations are received, as per the Bylaws the Committee shall create a roster for plurality vote, consisting of the Nominating Committee’s slate (approved by the Board) and the member nominee(s).
- In the event of the resignation or termination of a Board member before term completion, the Committee shall be responsible for making a recommendation to the Board within two Board meetings from the resignation. on whether to fill the vacated seat prior to the election cycle.
- In the event a Board member is no longer affiliated with a Member, the Committee shall be responsible for determining whether to recommend to the Board for approval that the person continue to serve as a director until the next Annual Meeting or to replace the person with one or more candidates to be recommended by the Committee and approved by the Board.
The following activities are outside the Committee’s scope:
- Nominating Officers
- Nominating members to serve on the Executive Committee
- Nominating members to serve on other Board Committees
- Running the election
Roles and Responsibilities of the Chair
- The chair of the nominating committee shall be a Board member and will be appointed by the Board.
- The chair shall propose committee membership
- The chair shall organize meetings of the committee
- The chair shall be responsible for delivering the slate to the Board
- The Nominating Committee chair will be appointed by the Board.
- Membership will comprise between 5 and 9 individuals proposed by the Committee Chair and approved by the Board. The majority must be Board members and the remainder will be representatives of Members that do not have a director-representative serving on the Board. The Committee will attempt to reflect the diversity of the Members in terms of types of members and international membership. Committee members will assist in the recruitment of members, and are expected to participate in Committee meetings.
- Staff. The Executive Director shall serve as supporting staff to the Committee, and shall participate in Committee meetings or deliberations when requested. Committee activities shall otherwise be independent from ORCID management.
- Committee Chair Selection Criteria. The Chair of the Committee shall be a Board member designated by the Board and shall preside at all Committee meetings.
- Member and Chair Succession Plan. Committee members and the Committee Chair serve one-year terms, although service for at least two years would be ideal. Members may serve for successive terms as long as they and the Board feel they can make a contribution. Member and Chair succession is informal with departing participants requested to assist in transition activities and training.
Meetings and Quorum
The Committee shall meet as determined by the Committee Chair and as circumstances dictate. Notice of meetings shall be given by the Committee Chair to all Committee members. Meetings of the Committee may be held by means of conference telephone, and follow-on deliberations may be accomplished by email discourse. A majority of members shall constitute a quorum. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. A decision may also be taken by unanimous written consent (including by email) of the Committee members. The Committee will keep minutes of its meetings and report to the Board on decisions taken at the next meeting of the Board.
Goals and Resources
- The Committee strives to identify and recruit new Board members as needed to ensure Board membership remains at the level set in the Bylaws.
- The Committee will periodically evaluate current Board makeup for effectiveness and will recruit new members according to Board needs, area of expertise desired, and/or connection to the ORCID community.
- One or more members will interview each Board candidate, with the Executive Director and other Board member involved as necessary.
- The organization will reimburse the committee for fair and reasonable expenses incurred while completing committee work. Such expenses may include lunch or coffee for a candidate and the Committee, and cost of materials developed for the Board orientation, notebook, or training. Anticipated expenses should be submitted to the Executive Director for pre-approval.
- The Committee’s resources will come from the Committee members’ knowledge of the organization, nonprofit best practices, and additional relevant sources (e.g., input from other Board Members regarding potential candidates and input from Legal Counsel on governance matters).
- Staff Support: The ORCID Executive Director will communicate any Board concerns with the Committee. The Committee may consult with ORCID Legal Counsel on interpretation of ORCID Bylaws. Staff shall maintain the current list of participants and terms.