The Board Nominating Committee: What It Does, Who Should Serve, and the Months Before an Election

Quick Answer

A nominating committee is a small group of members, set up under the bylaws, that recruits candidates for an election, checks that each is eligible and willing to serve, and proposes at least one candidate for each open seat. It recommends; the members elect. Good bylaws, and in some places the law, also give members a way onto the ballot that does not run through the committee: a petition, or a nomination from the floor.

This is our reading of the NCUA's standard Federal Credit Union Bylaws and the California sections cited, offered to support your own review, and it is not legal advice. Your own bylaws control most of what a nominating committee does, and a credit union may have adopted different options. Read yours before the committee meets.

What a Nominating Committee Is, and What It Is Not

The bylaws the National Credit Union Administration publishes for federal credit unions put the whole job in one paragraph. Under the options that take petitions, it reads:

"At least 120 days before each annual meeting, the chair will appoint a nominating committee of three or more members. The nominating committee will nominate at least one member for each vacancy, including any unexpired term vacancy, for which elections are being held, and determine that the members nominated are agreeable to the placing of their names in nomination and will accept office if elected. The nominating committee must widely publicize the call for nominations to all members by any medium and interview each member that meets any qualifications established by the nominating committee." (FCU Bylaws, Art. V, Options A2 to A4, §1(a))

That is a sound job description anywhere: recruit widely, propose at least one candidate for every seat, confirm each will serve, and talk to everyone who qualifies. What the committee is not matters as much:

• Not the electorate. Its slate is a recommendation. The members vote.
• Not a gate for the board's preferences. The NCUA's official commentary lets a board set reasonable criteria for the committee's own nominations, such as financial experience, years of membership or conflict-of-interest provisions, but they "cannot be imposed" on eligible members properly nominated from the floor or by petition (NCUA commentary on Art. V, ii).
• Not the election committee. Building, sending and counting the ballot is a separate job. In a federal credit union the chair or the board appoints election tellers to count (FCU Bylaws, Art. V).

California writes the principle into its Nonprofit Mutual Benefit Corporation Law: where members elect directors, "there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of the corporation" (Cal. Corp. Code §7520(a)). Complying with §§7521 to 7524 as they apply to a corporation's size is deemed reasonable, though those are not the only reasonable procedures (§7520(b)).

Who Appoints the Committee

Your bylaws decide. If they say nothing, settle it by board resolution before the cycle starts, and put the committee's charge in writing: seats and terms, eligibility rules, conflict rules, deadlines and what the report must contain.

Federal credit unions. Under every voting option in the standard bylaws the chair appoints the committee: at least 120 days before the annual meeting under Options A2 to A4, or at least 30 days before it under Option A1, the in-person option with nominations from the floor (FCU Bylaws, Art. V, §1).

Robert's Rules. Its approach, in our words: the committee is better chosen by the members or the board than appointed by the president, and the president should not sit on it. That keeps the officer with the most at stake away from the choice of who reviews the candidates. Check that your bylaws adopt Robert's Rules before you rely on it.

HOAs and clubs. Often the board appoints the committee. If yours does, appoint owners or members who are not on the board.

Who Should Serve, and Who Should Not

Good members for the committee:

• People who know the membership beyond the board's circle, because most recruiting is asking.
• At least one person who knows the eligibility rules in your bylaws and, for an association, your state statute.
• Someone who will keep the record: who was approached, who agreed, who was checked and against what.
• Newer members beside long-serving ones, so the search reaches people the board does not know.

Who should not serve:

• Anyone who wants to run this year. Robert's Rules does not bar committee members from being nominated. Your bylaws may, or may require resignation from the committee first. Where they are silent, a member who intends to run should leave the committee before it discusses candidates.
• Relatives and business partners of likely candidates.
• Whoever will count the votes.
• A majority of sitting directors. That is the board choosing its own successors. One director who knows what the board needs is useful.

A note for credit unions. The standard bylaws set no rule on who may sit on the nominating committee beyond "three or more members". The rule keeping employees off a committee is in Article IX, for the supervisory committee: "No member of the credit committee, if applicable, or employee of this credit union may be appointed to the committee" (FCU Bylaws, Art. IX, §1). Whether to keep directors and staff off your nominating committee is your credit union's choice, and its own bylaws may already have made it.

The Timeline: Four Months Before the Election

The federal credit union bylaws set a full calendar for elections that take petitions, and it is a useful model anywhere: every step has a date, counted back from the meeting.

Source: FCU Bylaws, Art. V, Options A2 to A4, §1(a), (b), (e), (f); Option A4, §2(b). The 75-day notice must also say that there will be no ballot and no nominations from the floor if the number of nominees equals the number of open positions (§1(c)).

For an HOA, nonprofit or club with no prescribed calendar, the same shape works:

• 1Four months out: appoint the committee and hand it its written charge.

• 2Three months out: open the call for candidates to every member.

• 3Ten weeks out: finish interviews and eligibility checks.

• 4Eight weeks out: report the slate to the secretary or board.

• 5Then: the notice, any petition period and the ballot, on the schedule your bylaws and statute set. See our election notice template.

A California HOA has one fixed point: for director and recall elections, general notice of the procedure and deadline for submitting a nomination at least 30 days before any nomination deadline, and individual notice to a member who asks (Cal. Civ. Code §5115(a)).

Recruiting and Vetting Candidates

Recruiting

The NCUA's commentary says the call for nominations can go out "by newsletter, email, or any other satisfactory medium that reaches as many members as possible" (NCUA commentary on Art. V, x). Do that, then ask people directly. A notice tells members the door is open; a personal ask is often what brings a candidate through it.

Interview everyone who meets your qualifications, as credit union committees must, and tell each person what the job involves: meetings, hours, term. The candidate's side, including the form and statement, is in how to nominate board candidates.

Vetting: Eligibility First, Then Judgment

Eligibility is a yes or no question, and the committee answers it for everyone. For federal credit unions the commentary lists the only three eligibility requirements: the person must be a member before ballots are distributed, must not have been convicted of a crime covered by section 205(d) of the Federal Credit Union Act unless the NCUA Board has waived the prohibition, and must meet the minimum age in the bylaws. "It is the nominating committee's duty to ascertain that all nominated candidates, including those nominated by petition, meet the eligibility requirements" (NCUA commentary on Art. V, i).

Consent comes next. Confirm in writing that each nominee agrees to be nominated and will serve if elected, as the credit union bylaws require, with a signed certificate from each petition nominee (FCU Bylaws, Art. V, §1(a), (e)).

Judgment comes last, and only for your own nominees. Criteria beyond eligibility can guide whom the committee proposes, but cannot keep off the ballot an eligible member nominated by petition or from the floor (NCUA commentary on Art. V, ii).

Write down what you checked, when, and against which record. If an eligibility question comes up after ballots go out, that record is the answer.

Building the Slate

At least one candidate per open seat, counting partial terms. The credit union rule is "at least one member for each vacancy, including any unexpired term vacancy".

One per seat, or more? More candidates than seats gives members a choice and a reason to vote. A slate with exactly as many may end without a ballot: federal credit union Options A2 to A4 provide for election by acclamation or consensus when nominees equal seats, and the member notice must warn of it (NCUA commentary on Art. V, ix; FCU Bylaws, Art. V, §1(c)). Whether you may do the same depends on your bylaws; see unopposed candidates and acclamation.

The order of names. The NCUA's commentary allows any ordering method "provided it is random and used consistently from year to year so as to avoid manipulation or favoritism" (NCUA commentary on Art. V, iii). Fix your method before you know who is on the list.

Statements in one format. Credit union notices carry "a brief statement of qualifications and biographical data" for each committee nominee, in a form the board approves, and petition nominees submit a similar one (FCU Bylaws, Art. V, §1(d)). Same length and format for everyone.

Report, do not rank. The committee presents candidates. It does not endorse them.

Nominations From the Floor and by Petition

The committee is one route onto the ballot. Plan for the others.

Petitions in federal credit unions. Under Options A2 to A4, "At least 75 days before the annual meeting, the secretary notifies, in writing, all members eligible to vote that they may make nominations for vacancies by petition signed by 1% of the members with a minimum of 20 and a maximum of 500." Then: "At least 40 days before the annual meeting, nominee(s) must file the nomination petition with the secretary of the credit union. To be effective, nominee(s) must include a signed certificate with the nomination petition stating that they are agreeable to nomination and will serve if elected to office." (FCU Bylaws, Art. V, §1(b), (e))

No floor nominations under those options. A petition is "the only way for members to nominate a candidate not on the nominating committee's slate", and the floor stays closed even if the committee's nominees fall below the number of seats after the notice. Only Option A1 takes nominations from the floor (NCUA commentary on Art. V, ix).

California nonprofit mutual benefit corporations. One with 500 or more members may provide for nomination by the method in its bylaws or set by the board; by petition delivered to an officer, signed within 11 months before the election by members holding 2 percent of the voting power, or, where 5,000 or more votes can be cast, one-twentieth of 1 percent but not less than 100; and at a meeting to elect directors, by any member present in person or by proxy if proxies are permitted (Cal. Corp. Code §7521). For a California HOA, the Civil Code's member election article (§§5100 to 5145) prevails where the two conflict (Cal. Civ. Code §5100(e)).

Robert's Rules. Its approach, in our words: after the committee reports, the chair calls for further nominations from the floor, unless the bylaws provide otherwise. When voting happens before the meeting, a floor nomination cannot reach ballots already cast, so where your bylaws allow it, close nominations before ballots go out and say so in the notice.

Conflicts of Interest

A committee chooses who the members get to choose from, so its conflicts matter more than most.

• Disclose at the first meeting. Each member says whether they intend to run, are related to anyone likely to, or do business with anyone likely to.
• Step out where it applies. Robert's Rules says a member with a direct personal or financial interest in a question, not shared by other members, should not vote on it, though no member can be compelled to abstain (RONR (12th ed.) 45:4, as cited in the official FAQ at robertsrules.com). A committee can adopt a stricter rule for itself: the conflicted member leaves the discussion of that candidate, not just the vote.
• Write it into the criteria. The NCUA's commentary names conflict-of-interest provisions among the criteria a board may set for the committee's nominations (NCUA commentary on Art. V, ii), such as a duty to disclose contracts with the organization.
• Record it. The committee's report lists every recusal.

Handing a Clean Ballot to Whoever Runs the Election

The committee's work is done when someone else can build the ballot without calling anyone. Hand over one packet:

• 1The final candidate list, each name spelled as it will appear, with the seat and term each is running for, unexpired terms included.

• 2Each nominee's written consent to serve, and each petition with its signed certificate.

• 3The eligibility check for every candidate, petition and floor candidates included: the date and the record used.

• 4Candidate statements in one format, unedited.

• 5The order of names on the ballot and how it was set.

• 6The rules the ballot will use: how many seats each member may vote for, whether write-ins count, and when nominations closed.

• 7The committee's report: who was approached, how many were considered, and every recusal.

Then step back. The people who chose the candidates should not count the votes. Running the election itself is covered in how to run a nonprofit board election, clubs electing officers can follow the club officer election process, and credit unions should read credit union board election requirements.

FAQ

Q: What is a nominating committee?

A small group of members, set up under the bylaws, that finds candidates, checks that each is eligible and willing to serve, and proposes at least one for each open seat. The members still vote.

Q: Who should be on a nominating committee?

Members who know the membership, one who knows the eligibility rules, and one who keeps the record. Leave off anyone running this year, candidates' relatives and business partners, and the vote counters. Robert's Rules keeps the president off it.

Q: Can a member of the nominating committee run for the board?

Robert's Rules does not bar it. Your bylaws may, or may require resignation from the committee first. Where they are silent, a member who intends to run should step off before the committee discusses candidates.

Q: How far ahead should a nominating committee start?

About four months before the election. A federal credit union that takes petitions appoints its committee at least 120 days before the annual meeting, and the committee files its nominations at least 90 days before it (FCU Bylaws, Art. V, §1).

Q: Can members nominate someone the committee did not pick?

Where the bylaws or the law provide for it, by petition or from the floor. A federal credit union that takes petitions accepts one signed by 1% of the members, with a minimum of 20 and a maximum of 500 (FCU Bylaws, Art. V, §1(b)).

The Bottom Line

A nominating committee earns its place by doing three things a board cannot do well for itself: looking past the people it already knows, checking every candidate against the same written rules, and leaving the members a way to disagree. Start four months out, keep people with a stake off the committee, write down what you checked, and hand over a ballot nobody has to fix.

Once the slate is final, vote.direct sends each member a ballot by email or text with a code of their own, tracks quorum while voting is open, and produces a result certificate and an exportable audit record. Rehearse first with a free test election of up to 5 test voters.

Sources: National Credit Union Administration, Federal Credit Union Bylaws (12 C.F.R. Part 701, Appendix A), Article V, Options A1 to A4, §§1 and 2, and Article IX, §1; Official NCUA Commentary on Article V, paragraphs i, ii, iii, ix and x. California Corporations Code §7520; §7521. California Civil Code §5100(e); §5115(a). Robert's Rules of Order Newly Revised (12th ed.) 45:4, as cited in the official Frequently Asked Questions at robertsrules.com. Read on November 12, 2026.