(As Approved by the ABA Board of Directors, January 30, 1999)
Selection of the Nominating Committee
The President, with the approval of the Board of Directors, will appoint members of the Nominating Committee. The Committee shall be broadly representative and shall be composed of active ABA members. The Nominating Committee shall be chaired by a member of the Board of Directors who is not a candidate for office, and it is desirable that the Chair shall have previously served on the Nominating Committee. He/she shall serve as liaison between the Committee and the Board. The Committee shall consist of five bookstore members, three of whom are not members of the Board.
Each year, the Nominating Committee will review the strategic plan and seek appropriate input from bookseller members, staff, and others to determine the leadership qualities, talents, expertise, and representation that will be needed to implement the strategic plan for the ensuing three years. The Nominating Committee will then develop profiles of the candidates that will be sought to fill the current vacancies. These profiles will include the qualifications outlined below.
Qualifications of Director and Officer Candidates
1. Candidates for the Board of Directors must meet the definition of ABA's core member. A core member, for the purpose of this definition, is an ABA member who is the owner or employee of an independent bookstore with a storefront location that is operated according to sound business principles.
2. Board candidates must have at least three years of recent experience as an owner or employee of a member company.
3. It is desirable that candidates have at least two years of experience as an active volunteer in ABA or a regional or other constituency organization, or possess similar experience.
4. Candidates for President and Vice President must be members of the Board of Directors and have served in this capacity for at least one year prior to assuming office.
When reviewing candidates for office, the Nominating Committee should consider the following:
1. The candidate should be committed to the Association's mission, goals, objectives, and strategic process.
2. The candidate should demonstrate a willingness and ability to devote the time to carry out substantive assignments.
3. The candidate should be committed to the principles of fiduciary responsibility.
4. The candidate should be committed to the best interests of all core members of ABA, giving them precedence over personal interests, regional interests, or any other interests.
5. The candidate should demonstrate good listening skills and be able to engage opposing points of view. The candidate must agree to abide by and support decisions of the Board as a whole, even when he/she may have a contrary personal opinion.
6. The candidate should demonstrate an ability to negotiate and compromise.
7. The candidate should exhibit qualities of leadership, creativity, and intelligence.
8. The candidate should have a strong reputation for integrity and character.
9. The candidate should contribute to the overall composition of the Board to help ensure that the Board is representative of the Association's diversity.
Nomination/Election Process
1. A call for suggested candidates will be disseminated to all voting members as well as others in the bookselling industry. This call will be accompanied by a description of the qualifications and responsibilities for members of the Board of Directors, including but not limited to information about authorized expenses, time required for meetings, Board training, time away from the store, and time away from other personal obligations
2. An application form will be developed and sent to all suggested candidates. The Nominating Committee will review all responses and compile a list of members who meet the criteria developed by the Committee.
3. The staff will check the slate to ensure that all potential nominees meet the established criteria (for example, if the potential nominees are current members of ABA, etc.).
4. Each potential nominee will be called by a member of the Nominating Committee and asked whether he/she is prepared to serve under the terms adopted by the Association. The Nominating Committee may request a personal interview. Candidates will be sent copies of the Association's governance policies and strategic process and asked whether they subscribe to them.
5. The Nominating Committee will develop a working slate for each Board vacancy, including one alternate.
6. Current Board members eligible for renomination will receive similar scrutiny as each new potential nominee.
7. Each candidate will be asked to provide a list of references identifying people who are personally familiar with his/her qualifications. Members of the Nominating Committee will contact these references to verify the candidate's qualifications.
8. After thorough deliberation, the Nominating Committee will submit a slate of nominees to the Board of Directors for its approval, which shall not be withheld absent good cause.
9. Each suggested candidate will be notified of the recommendations of the Nominating Committee.
10. The list of candidates will be sent to all voting members in a manner as specified in the Bylaws. Persons who do not appear on the Nominating Committee's slate of candidates may be placed on the ballot if they submit a completed nomination form plus the required number of signatures of active members specified in the Bylaws. Those with sufficient signatures to qualify will be placed on the ballot, provided that they meet the qualifications that have been established for that office and subscribe to the Association's governance policies and strategic process.
11. A ballot will be mailed to all qualified voters. It will contain a brief description of the candidate's qualifications, including whether the candidate has been proposed by the Nominating Committee or by petition. Each candidate will also be asked to prepare a brief written statement to be included in the ballot mailing.
12. The completed ballots will be tallied by a third party (for example, an auditor) and will be announced to the membership.