Model Executive Succession Plan Executive Transition Succession Plan: Unplanned Absence or Departure August 2013 Prepared as a benefit to the Prepared By Jackie Eder-Van Hook, PhD Transition Management Consulting, Inc. Association Community 202-244-3163 [email protected] www.TransitionCEO.com Copyright © 2012-2013. All rights reserved. Important Notice about Using This Plan This model succession plan is a sample plan created and provided by Transition Management Consulting, Inc. for smaller organizations without complex governance structures as an adequate starting point for their succession planning needs. However, this is a generic plan. It does not take into consideration your association’s needs culture, strategies, size, board leadership succession, people, politics, and other criteria, including readiness to undertake succession planning. TMC is available to consultant with associations and nonprofits about your organization’s specific needs and cover areas that exceed the scope envisioned by this plan, namely unplanned absences or departures. We have noted areas where you may want to customize your plan. Additional resources on executive succession are available at http://www.transitionceo.com/article.php?id=12 and http://www.transitionceo.com/article.php?id=8. Please let us know, if you find this information useful or just share your experience with us at [email protected]. About TMC TMC is a national consulting firm comprised of professional transition leaders, consultants, and interim executives. TMC was founded to help associations and nonprofits deal more effectively with the challenges caused by executive transitions. Since its inception in 2001, TMC has conducted over 80 interim executive engagements as well as numerous consulting assignments and executive searches. This gives TMC a unique perspective on leadership succession and executive transitions. TMC’s success stems from the following: Expertise Focus on what we do best—leadership succession and organizational transitions Knowledgeable Understand the leadership succession research and its practical application Experience Work conducted by our principals; use of technical experts, as necessary Relational Appreciate highly relational nature of associations—more than a transaction Strategic Energize stakeholders and create buy-in through succession planning process Quality Creating high quality outcomes that delight our clients Insightful Leverage the valuable insights gleaned from serving as transition leaders TMC’s principal and president Jackie Eder-Van Hook, PhD works with our clients on succession planning. She is a consultant, executive transition professional and former nonprofit executive with 20+ years of experience working with associations, nonprofits, corporations, academia, and government. She has researched, developed, and honed a succession planning process that helps association leaders proactively address their leadership succession concerns and puts a plan into place for when a leadership succession does occur – and they also occur it is just a matter of time. Interim Executive Leadership | Executive Search | Succession & Transition Planning 202.244.3163 | Toll Free: 855.TEMP CEO (836.7236) | www.TransitionCEO.com Association for Thinking Ahead, Inc. Executive Transition Succession Plan: Unplanned Absence or Departure August 2013 Questions about this plan should be directed to Jackie Eder-Van Hook, PhD, Transition Management Consulting, Inc. at [email protected] or 202-224-3163. Executive Succession Contingency Plan: Unplanned Absence or Departure Table of Contents I. Purpose II. Plan Implementation III. Key Functions of the CEO to be Addressed IV. General Procedures for Unplanned Absences or Departures V. Procedures for Short-term Temporary Absences ( Less than 3 months) VI. Procedures for Long-Term Temporary Absences (More than 3 months) VII. Procedures for Permanent Departures VIII. Communications Plan IX. Approvals and Maintenance Appendix A - Summary of the CEO Position Appendix B – List of Professional Interim Management Firms Appendix C – Financial Accounts and Resolution of the Board Appendix D – Executive Search Process Appendix E –Analysis of an Executive Search Appendix F – Search or Transition Committee Sample Charter Appendix G – Executive Search Consultants Appendix H - Sample Press Release 5 5 6 6 7 6 9 10 13 145 177 188 19 23 24 236 267 Executive Succession Contingency Plan: Unplanned Absence or Departure I. Purpose II. The executive duties of the CEO are critical for the Association of Thinking Ahead (ATA) to the Association’s operations and to fulfill its mission. Therefore, the ATA Board of Directors is adopting these policies and procedures to ensure continuous coverage of essential CEO duties in the event of an unplanned or extended absence of the CEO. The Board acknowledges that such an absence is undesirable and unlikely, but it also believes that it has a fiduciary obligation to have a plan in place to address contingencies related to an unplanned departure of the ATA CEO. Plan Implementation Any notice of an unplanned absence or departure of the CEO shall be the catalyst for implementation of this plan, whether for short- or long-term absence. The following definitions shall apply: • • • • • • A planned absence or departure is one that is expected and anticipated in advance. An unplanned absence or departure is one that is sudden or unanticipated. A short-term absence is one that lasts or is expected to last 3 months or less. [NOTE: This is a decision point for the elected leadership.] A long-term absence is one that lasts or is expected to last more than 3 months. A temporary absence is one in which the CEO is expected to return to the position. A permanent departure is one in which the CEO will not return to the position. Planned Temporary Permanent Short-term (≤3 mos.) Long-Term (>3 mos.) Vacation; parental leave or other healthrelated absence Sabbatical or other lengthy leave, such as bereavement, family or medical leave Retirement Unplanned Temporary Permanent Illness or accident resulting in physical disability Resignation with notice of more than 3 months Long-term physical disability or other issue requiring resolution Resignation with notice of less than 3 months; Death or incapacitation Jackie Eder-Van Hook, Transition Management Consulting, Inc. Copyright © 2008-2013 Page | 5 III. While a short-term executive absence is defined as being less that 3 months, such an absence can have significant effect on the organization depending on whether there are major important events or activities planned or anticipated on the near horizon. Key Functions of the CEO to be Addressed Among the CEO’s duties listed in the attached position description (Appendix A), the following are considered the essential functions of the CEO that must be addressed by an interim staffing strategy: [NOTE: Insert relevant information from your organization.] IV. A. Hires, manages, compensates, and terminates staff; B. Ensures sound operational performance to accomplish established goals and objectives; C. Ensures that all funds, physical assets, and other property of the corporation are safeguarded and administered; D. Keeps the Board informed of programs and activities consistent with the ATA strategic plan and established objectives; E. Executes contracts and commitments in accordance with Association Bylaws and policies established by the ATA Board; F. Serves as ex-officio, non-voting member of the ATA Board and serves as liaison to the following committees: Bylaws, Finance, Government/Association Relations, Nominating, Personnel, Planning, and Professionalism and Ethics; G. Recommends a consolidated annual operating budget to the ATA Board; H. Executes decisions of the ATA Board and its established committees in a timely manner, and in accordance with Association Bylaws; and I. Serves as CEO of the ATA Foundation Board. General Procedures for Unplanned Absences or Departures In the event of an unplanned absence or departure of the CEO, the President of the Board of Directors is authorized to implement the terms of the following procedures [NOTE: Procedures may be unique to each organization depending on the structure.]: A. The CEO is responsible to notify the President of the Board of Directors of a unplanned permanent departure whenever he is physically and mentally able to do so in accordance the CEO’s contract with ATA. The President shall be responsible to notify the Board of Directors. B. If the CEO is unable due to injury or illness to notify the President of the Board of Directors of an unplanned temporary absence or departure, the [key staff leader or leaders] shall notify the President of the Board. Page | 6 C. The President of the Board of Directors shall assess the likely duration of the absence as soon as possible. V. D. As soon as feasible following notification of an unplanned absence or departure, the President shall convene the Executive Committee to affirm the procedures described in this plan or to modify them, as needed. Procedures for Short-term Temporary Absences ( Less than 3 months) A. Staffing Strategy i. The ATA Board of Directors authorizes the Executive Committee to appoint the [key staff leader] as Acting CEO. [NOTE: Decisions about which staff person will perform the Acting CEO duties should be made jointly with the elected leadership.] ii. Should the [key staff leader] be unable or unwilling to assume the Acting CEO position, the Executive Committee may appoint the [key staff leader] as Acting CEO. iii. The ATA Executive Committee may consider engaging an outside professional interim executive in the case of short-term, temporary absences. [NOTE: The option of bringing in an outside interim executive should be discussed with elected leadership during the construction of the plan.] B. Role of Acting CEO i. The Acting CEO shall report to the President of the Board of Directors. ii. The Acting CEO shall have the full authority for day-to-day decision making and independent action as the CEO. iii. Because of the temporary nature of the position, major decisions – such as staff hiring and termination, financial issues, public policy positions, external affiliations, or program initiation or termination – shall be made consistent with established policies and in consultation with the Executive Committee. iv. The Acting CEO shall receive a temporary salary increase of at least fifty (50) percent of her/his current annual salary for the duration of the appointment. [NOTE: Compensation of the Acting CEO should be commensurate with the degree of responsibility s/he is assuming.] Additional temporary salary increases for other associates assuming new responsibilities shall be at the discretion of the Acting CEO. Page | 7 C. Communications Within 48 hours after the Acting CEO is appointed, the President of the Board of Directors and the Acting CEO shall meet to update and implement the communications plan outlined in Section VIII. D. Training Potential Appointees VI. The CEO shall conduct an on-going mentoring program including leadership and management skills development relative to the role of the President, CEO for the two potential appointees to the Acting CEO position identified in Paragraph A of this Section. [NOTE: The CEO should prepare a written plan and update leadership annually on progress.] Procedures for Long-Term Temporary Absences (More than 3 months) The procedures for addressing a long-term temporary absence shall be the same as for a shortterm absence with the following additions to the Staffing Strategy, above: A. The Executive Committee shall consider engaging a professional interim executive from outside the organization to fill the CEO position. [NOTE: Raising the understanding of the elected leadership about the possibility of engaging a professional interim executive can help them make the appropriate decision when necessary.] The following are some of the considerations that might call for bringing in an outside interim executive: i. When there is no one on staff who has the time or capability to lead the organization for an extended period of time; ii. When the executive absence is particularly emotional or when a cooling off period might be beneficial; iii. When the board could benefit from having an outside executive consultant assess operational performance and suggest changes; or iv. When the organization has a major event upcoming like an annual meeting, a data system change, or an important legislative push that requires staff to attend to their current responsibilities. A list of potential professional interim executive resources is attached as Appendix B. B. If the Executive Committee elects to use an internal Acting CEO, they may consider engaging temporary staffing from outside the organization to backfill the position vacated by the Acting CEO. This is in recognition of the fact that it may not be reasonable for the Acting CEO to carry the duties of two positions simultaneously over an extended period of time. C. The Executive Committee shall be particularly aware of the emotional impact of cause of the long-term temporary absence on the ATA staff. The Executive Committee shall consider whether to engage grief counselors or other forms of emotional support for the staff when appropriate. Page | 8 VII. D. The Acting CEO and the Executive Committee shall develop a position description or transition plan that identifies the priority goals the Acting CEO will work to accomplish. Procedures for Permanent Departures Permanent departures are those where it has been firmly determined that the CEO will not be returning to the position. A permanent departure is one caused by the resignation, incapacitation, or death of the CEO. A. Interim Staffing Strategy for Permanent Departures If the CEO resigns giving three months or more notice, the Association will likely have time to organize itself to recruit a new executive. In this type of short-term permanent departure – depending on the circumstances of the departure – the Executive Committee may consider furloughing the CEO during the notice and bringing in a professional interim executive as Interim CEO. This may be appropriate if the board wishes to: conduct an operational assessment; conduct the executive search without the influence of the CEO; ensure that the association will have a fully engaged CEO; and/or for whatever reason, give the association a change in executive leadership during a difficult transition period. If the CEO resigns with less than six months’ notice, is dismissed, or is suddenly and tragically killed or incapacitated, the resulting departure will be deemed a long-term permanent departure, in which case the Executive Committee shall implement the staffing strategy in Section VI, A. The ATA Board of Directors shall invest signatory authority on all financial accounts of the Association (listed in Appendix ____ to the Interim CEO using a resolution similar to the sample included in Appendix C. B. Long-term Staffing Strategy for Permanent Departures The current CEO is a visible and respected leader in the field of [association purpose]. Replacing a long-term association leader is difficult, at best, and many organizations fail in their attempts to do so effectively. Regardless of whether the departure is planned or unplanned, the association will likely enter a difficult transition period. It will be important for ATA to be sensitive to the turbulence that the transition may bring, especially if the CEO’s departure is unplanned. In most instances, the ATA Board of Directors shall begin an executive search process for a new CEO upon receiving notice of the departure of the CEO with three months or more advance notice. However, the Board may choose either to move quickly to fill the position or to delay the search, depending on the circumstances, such as timing with other Association events or other unique situations. Page | 9 The President of the Board, in consultation with the Executive Committee, will review, revise, and adopt a charter for a Search Committee similar to the one contained in Appendix D. The President will appoint approximately 5-7 members to the Committee consistent with the profile contained in the Committee charter. An executive search is one of the most critical responsibilities of a board of directors. Its importance of finding a CEO with the required skills and characteristics to fit the Association’s strategic needs cannot be underestimated. The executive search process is costly, lengthy and difficult, as described in Appendix D. The Search Committee shall, in most instances, engage an executive search consultant to facilitate the process. [NOTE: It can be helpful to have the conversation about the value of using an executive search consultant before the need exists.] In making the decision to use or not use an executive search consultant, the Search Committee shall refer to the table of considerations contained in Appendix D. VIII. If the Search Committee determines that it is in the best interest of the Association to engage an executive search firm, it shall begin by soliciting proposals from the executive search firms in Appendix D. It is important that the Search Committee assess carefully the processes proposed by search firms to ensure that it gets a process that has the highest probability of success Communications Plan The purpose of a communications plans is effectively to manage the communications through a formal, clearly defined channel in order to limit negative repercussions for the Association or the sector and maintain a reputation of leadership and transparency on vital issues and breaking news. All issues related to the departure, incapacity or death of the executive director should be reported to a board President or in his/her absence the vice President immediately. As soon as possible the President in consultation with others should assess the situation. Assessing the Situation The President in conjunction with the executive committee shall assess the situation and determine an appropriate course of action. Questions to ask to help guide an appropriate response may include: 1. What is the situation? What will happen next? 2. What immediate steps need to be taken? 3. Who on staff needs to be involved? 4. What is known and who already knows it? Page | 10 5. Is there potential public interest? 6. Who will be affected? 7. What are people feeling – what emotions need to be considered? 8. What information is needed? Who needs to receive the information? When will the information be available? 9. What CAN and CAN’T be said? What are the organization’s privacy policies? a. Who needs to be contacted? (See table below.) Is legal counsel or public affairs consultant needed? If so, who are they? b. Create plan of action for internal and external communications. 10. Develop factual, detailed messages that reflect the status of the situation, the Association’s response, and, if possible, proactive steps to resolve or ameliorate the situation. 11. Prepare talking points and provide a script for the receptionist receiving incoming calls. 12. Identify who needs to be contacted, e.g., Funders, key stakeholders, partners, allies, members 13. Determine what methods of communication are appropriate for each audience, and who should make the contact. Assess what resources are necessary to manage the crisis, e.g., cell phones, phone bank, press conference (location, signs, lectern, visual aide, projector) 14. Appoint individuals to serve as a. Chief spokesperson (most likely the President, depending on the situation.) b. Board Liaison c. Coordinator the response (most likely, director of communications.) 15. What is the sense of urgency for communicating the message? What is the appropriate response or action? 16. How will the message be communicated? (See table below.) Page | 11 Board of Directors Staff Committee Chairs Key Leaders Members Funders Key Stakeholders Legislators Legal Counsel Director & Officer Insurance Carrier General Public COMMUNICATING WITH DIFFERENT AUDIENCES Low Urgency High Urgency Blast email Telephone Tree, convene emergency meeting Email Telephone call or in person meeting Email Telephone call or in person meeting Email Telephone call or in person meeting Newsletter, website Blast email or fax Telephone calls In person meeting Telephone calls In person meeting Telephone calls In person meeting Email or Telephone call Telephone call Based on the recommendation of Based on the recommendation of legal counsel. legal counsel. Press release if of broad appeal Based on the recommendation of legal or public relations counsel. Consider news conference if urgent, critical, and of high broad appeal Guiding Principles of Communications The association recognizes the importance of clear, honest communications with its members, the media, and community members. Allaying fears or anxieties is especially important during a time of uncertainty or transition. All information conveyed should be guided by professionalism and transparency and serve to mitigate the situation or crisis, while insuring the privacy of the executive director and his/her family and the reputation of association, its members, and funders. It is critically important that the organization construct a “message” for volunteer leaders and staff to use in routine communications with others. Only the authorized spokesperson or his or her designee is speak to or is authorized to release information to the membership, media, or public. All other staff, board and committee members should use the “message” or refer or connect those with questions to the authorized spokespeople and not speak to or provide any information. If an answer to a question is not known, or cannot be immediately answered, make note of the question, tell the inquirer you will get back with him/her, and do so. If the question cannot be answered, due to an association policy, such as not sharing personnel information, let the inquirer know, e.g., “It is the association’s policy to keep are personnel matters confidential.” "No comment" is not an acceptable response. When possible, responses should be proactive, responsive, and action-oriented. Endeavor to allay any concerns that the member or community might have about the situation. Page | 12 IX. Approvals and Maintenance The ATA Board of Directors shall approve the Executive Transition Plan for an Unplanned Absence or Departure. The plan shall be signed by the Board President and the CEO, as well as other appointees designated in this plan. The plan shall be reviewed and updated by staff and approved by the Executive Committee annually in _____ [INSERT DATE] of each year. Copies of the plan shall be maintained by the Board President, the CEO, the appointees designated in this plan, and ATA’s corporate counsel. Signatures: ______________________________ ATA Board President ______________________________ CEO ______________________________ [Key staff leader or leaders who may be engaged as short-term interim CEO] [NOTE: This depends on whether your strategy is to share this information or not.] Approved by the ATA Board of Directors ______________ [date]. Reviewed and revised _________________[date]. Page | 13 Appendix A - Summary of the CEO Position [NOTE: This may not be necessary, depending on the contents of the job description.] CEO—Position Summary The ATA Board shall employ a CEO to manage the Association’s programs and business. He/she shall have complete authority in the implementation of ATA Board policies and the interpretation of those policies to ATA personnel. The ATA CEO shall also fulfill these same responsibilities for, and as ATA CEO of, the ATA Foundation. The ATA CEO shall serve as an ex officio, non-voting member of the ATA Board, the ATA Foundation Board, and all ATA committees. The ATA CEO shall have a continuing term of office until resignation or termination by the ATA Board. Dates – Original contract date for CEO – Amended [date] effective [date] References – Article [number], ATA Bylaws, as amended in [date] – Board Policy Manual, [date] – President's Employment Agreement Cross-references – [Other relevant policy documents] Page | 14 Appendix A - Summary of the CEO Position (Continued) CEO—Qualifications and Duties Job goal: To direct the Association in accordance with the long-range plans and policies adopted by the ATA Board Reports to: Chair, ATA Board Supervises: All ATA staff and consultants Qualifications: An advanced degree, MBA, or equivalent experience; excellent skills in verbal and written communication, interpersonal and human relations, policy formulation, and operations analysis; 5-7 years of progressive senior association management experience Specific Tasks: • • • • Ensures that the ATA Board is kept informed of the conditions of the Association’s programs and activities, and all of the important factors that influence them Ensures that the ATA Board is properly represented to members, Associates and other constituency groups Executes the decisions of the ATA Board and its established committees in a timely manner, and in accordance with Association Bylaws With the ATA President, determines and recommends for ATA Board approval the objectives of the Association; ensures that ATA’s operating divisions establish objectives that support the Association’s objectives Performance evaluation: Annual review by ATA Board, based on achievement of established goals Terms of employment: Permanent, full-time References – Board Policy Manual – ATA Job Descriptions Page | 15 CEO—Emergency Powers The ATA Board understands that emergencies may arise during the course of daily oversight of Association business and that they may require executive action in the absence of established ATA Board policy. In such emergencies, the ATA Board delegates to the ATA CEO, in consultation with the ATA President, the authority to act in the Association’s best interests. The ATA CEO shall bring the matter to the full ATA Board’s attention at its next regular meeting or before, as the situation warrants. At that time, the ATA CEO shall also present a proposed policy that embraces the key principles he/she followed to resolve the issues involved. The ATA CEO shall establish a clear line of administrative succession that designates responsibility and authority should he/she be unavailable for one reason or another in the event of an emergency. This responsibility and authority shall be temporary. Page | 16 Appendix B – List of Professional Interim Management Firms Professional Interim Management Firms The following firms offer professional interim executive management services to associations: [FOR EXAMPLE; CREATE YOUR OWN LIST OF POSSIBLE INTERIMS.] Transition Management Consulting, Inc. Jackie Eder-Van Hook, PhD Robert T. Van Hook, FASAE, CAE Toll Free: 855-TEMP CEO (855-836-7236) Phone: 202-244-3163 [email protected] [email protected] www.TransitionCEO.com NOTE: Additional formation about selecting an interim executive is available at: http://www.transitionceo.com/article.php?id=4, http://www.transitionceo.com/article.php?id=2, http://www.transitionceo.com/article.php?id=10.] Page | 17 Appendix C – Financial Accounts and Resolution of the Board Financial Account Listing Bank Accounts Investment Accounts Retirement Accounts Other Financial Accounts Requiring Signatures or Secure Access Page | 18 Appendix C –Financial Accounts and Resolution of the Board (Continued) Association for Thinking Ahead, Inc. RESOLUTION OF THE BOARD OF DIRECTORS Whereas, CEO is currently a signatory on all bank accounts and investment accounts held in the name of the Association for Thinking Ahead (ATA); and Whereas, effective ___________, [Name] is no longer serves as CEO of ATA; and Whereas, effective _________, ________________ is serving in the capacity of Interim CEO for ATA; and Be it therefore resolved, that; [Name] be removed as a signatory on all said accounts effective immediately; and Be it further resolved, that ______________________, Interim CEO, be duly authorized as a signatory on all said accounts effective immediately. CERTIFICATION: This resolution was adopted at a special meeting on this date of the Board of Directors of the Association for Thinking Ahead. ________________________________ Secretary __________________ Date Page | 19 Appendix D – Executive Search Process Executive Search Process 1. Search committee a. Establish search committee charter (see Appendix G) b. Select search committee chair and committee members 2. Create list of pros and cons of using a professional executive search leader vs. an in-house search (See Appendix E) 3. Send request for proposal to search firms requesting the following a. Description of services and approach b. Pricing c. Guarantees, if any d. References of three recent executive search clients e. Bio of the person to be responsible for the search and a description of their workload and that person’s capacity to do the search f. Firm’s background relating to nonprofit executive recruiting in the local association market g. A description of why their firm would be a good fit for ATA 4. Executive search firm develops organizational profile and position description 5. Search firm creates a sourcing plan for soliciting candidates for the position a. Advertising (Create budget, create ads, determine publication deadlines) b. Community outreach/networking strategy (Message, list creation, follow-up) c. Develop text and post on website 6. Recruit candidates from contacts 7. Screen candidates a. Screen applicants against position description and organizational profile b. Search firm performs initial telephone interviews with high potential applicants to assess qualifications and cultural fit. 8. Prepare documentation for candidates and search committee members a. Locate documents b. Prepare questions c. Update or create employment contract 9. Make facility arrangements, e.g., meals, equipment, supplies Page | 20 10. Create agenda and schedule candidates 11. Make travel arrangements for search committee members and out of town candidates, e.g., lodging, transportation 12. Seek legal advice on compensation and benefits package a. Review comparable salary data b. Determine relocation stipend, if any 13. Interview candidates a. Hold first interviews with search committee b. Make selections of 2-3 finalist candidates c. Select finalist 14. Conduct references and present finalist candidates a. Create reference check script b. Contact references c. Summarize references d. Ensure compliance with all applicable federal, state and local laws and regulations and legal precedents e. Background checks i. Establish a background check policy ii. Identify and contract with background firm iii. Determine costs iv. Select types of background checks to be ordered 15. Interview finalist candidates a. Review qualifications b. Make selection of finalist c. Arrange appropriate meetings, e.g., staff, as necessary 16. Select and negotiate with successful candidate a. Start date b. Performance objectives c. Bonus/Incentive payments 17. Create on-boarding and orientation plan. [Note: Information about onboarding your next executive is available at http://www.transitionceo.com/article.php?id=29.] Page | 21 Appendix E –Analysis of an Executive Search Association-Led Executive Search Pros • • • Knows industry players More direct control of the process Fewer upfront costs Executive Search Firm-Led Search • • • • • • • • • • • • • • • Cons • • • • • • • • Administrative burden of the conducting the search internally, e.g., collecting, managing, distributing resumes Lack of sufficient experience in recruiting nonprofit leaders Internal bias High cost of a failed search, no guarantee Provides a distinct advantage or disadvantage to internal candidates References may be less inclined to provide information to industry insider Time intensive Lack of cultural awareness • • • • • • Qualified, experienced, objective third party Contacts in the association community Reduces overall costs by mitigating the risk of a bad hire Knowledge of federal, state laws and regulations, e.g., EEOC, FCRA Lends credibility to the process Helps ensure candidate confidentiality Better process Knowledge of comparable salary and benefit Maintains search related files Shared liability Guarantees, usually up to one-year Time tested processes Access to broader pool of applicants Ability to narrow the applicant pool without impinging upon the reputation of the organization or candidate Ability to assess both internal and external candidates Professional reference checking Behavioral questions Can be costly Person who sells the search services may not do the work May put up a candidate for more than one job posting A firm may block a candidate from being considered in more than one search Source: Transition Management Consulting, Inc. Copyright © 2010-2013. All Rights Reserved. Page | 22 Appendix F – Search or Transition Committee Sample Charter PURPOSE: This Charter establishes the Search Committee and specifies its tasks, roles, responsibilities, and authorities and relationship to the association’s governing body. The Committee is tasked by the Board of Directors with oversight and guidance of the executive search process, which may include the following: RESPONSIBILITIES: Responsibilities of the Executive Committee of the Board of Directors • Affirms the selection of the Search Committee Chair and its members; • Establishes a compensation plan; • Approves a compensation plan consistent with the needs of the organization and in alignment with compensation trends; • Establishes short- and long-term performance objectives with incoming President; • Establishes an onboarding plan for the new executive; • Creates a process for an initial 90-day and annual performance review; • Creates a protocol for annual salary review; • Reviews information presented, e.g., reference and background information; • Considers the recommendations of the Search Committee on whether to offer an employment contract and possible content; • Works with an attorney to finalize employment contract, if applicable; and, • Secures a resolution of the Board of Directors to delegate the responsibilities envisioned herein, as necessary. Responsibilities of the Board of Directors • Provides a resolution of the Board of Directors to delegate the responsibilities envisioned herein to the Executive Committee or its designee; • Approves policies as necessary, e.g., background policy, record retention policy; and, • Ratifies or affirms the final candidate. Responsibilities of Search Committee Chair (usually the Board of Directors’ Chair/Chair-Elect) • Provides leadership to the Search Committee; • Provides advice to the Chair; • Convenes meetings in conjunction with the Search Consultant; and, • Serves as the primary contact between the Search Committee, Board of Directors, and Search Consultant. Transition Management Consulting, Inc. Copyright © 2011-2013. All Rights Reserved. Page | 23 Responsibilities of the Search Committee • Contributes to creating a job description, position announcement, and organizational profile; • Contributes to creating a Source Plan for ad placement and press release; • Conducts initial in-person interviews of candidates pre-screened by Search Consultant; • Directs the collecting of information through references, and background checks; • Presents the final candidate to the Board of Directors for final affirmation; • Supports the decisions of the Search Committee and accepts the decision of the Board; and, • Recommends a compensation package and employment contract to the Executive Committee. COMPOSITION: The Chair of the Search Committee shall be appointed by the Chair of the Board of Directors. The Committee shall be comprised of individuals who: • Have the time to attend and be fully engaged in the process; • Are interested in the process and outcome; • Are fair and open to the qualifications of all candidates; • Are honest and forthright in the deliberations; • Are not a candidate for the position or a future or past employee of the candidate; • Declares all real or potential conflicts as soon as the conflict is realized; • Respects the need for confidentiality and privacy; • Signs a Confidentiality Agreement; • Adheres to the established process; and, • Accepts the final decision of the Board of Directors. Ideally, committee members will reflect a diverse cross-section of the Association and selected in consultation with the Search Consultant. The Acting President/Interim President, if appointed, will serve as an ex officio, non-voting member of the search committee. Staff will not be member of the Search Committee. REPORTING RESPONSIBILITY: The Search Committee reports to the Chair of the Board of Directors. STAFFING: Activities are undertaken in consultation with the Search Consultant, who staffs the committee. TIMING: Members of the Search Committee are expected to attend all in person and telephonic committee meetings (2-3 days), first interviews, including time spent at meals and on travel (2-2½ days). Additionally, members are expected to respond to requests for input and review documents within the specified time and communicate with the Search Consultant, if for some reasons it is not possible to do so. The Search Consultant will make every attempt to maximize input and minimize the time required for the process. APPROVED ON BEHALF OF THE BOARD OF DIRECTORS By: ____________________________________ Title: ________________ Date:____________ Page | 24 Appendix G – Executive Search Consultants Executive Search Consultants – Sample List A list of executive search consultants who specialize in national association and nonprofit placements with a specific expertise in the associations in the local market. In listing potential firms, the association should take care to list companies that might seem to be a better cultural fit with the association. [NOTE: Create your own recruiter list, based on your industry, location, and needs. See http://www.asaecenter.org/career/content.cfm?itemnumber=15972] Paul Belford JDG Associates 1700 Research Boulevard Rockville, MD 20850 301-340-2210 [email protected] Pamela Kaul Association Strategies 1111 North Fairfax Street Jackie Eder-Van Hook, PhD Transition Management Consulting, Inc. 202-244-3163 Office 202-285-4316 Cell [email protected] www.TransitionCEO.com Leonard Pfeiffer IV Leonard Pfeiffer & Company 1319 F Street, N.W., Suite 800 Washington, DC 20004-1140 202-737-6327 [email protected] Bob Corlett Staffing Advisors 1900 Rose Theatre Circle Olney, MD 20832 888-884-0573 [email protected] Jane Gruenebaum Isaacson, Miller 1875 Connecticut Avenue NW, #710 Washington, DC 20009 202-216-2271 [email protected] Alexandria, VA 22314-1436 703-683-0580 [email protected] David Martin Sterling Martin Associates 1025 Connecticut Avenue, NW #1000 Washington, DC 20036 202-327-5485 [email protected] Mary Ann Tuft Tuft & Associates 1209 North Astor St Chicago, IL 60610-2655 312-642-8889 [email protected] Page | 25 Appendix H - Sample Press Release FOR IMMEDIATE RELEASE Date, 20XX CONTACT: Name Title Phone Email Capitalize Every Word in the Headline Except for Prepositions and Articles of Three Words or Less; No More Than 170 Characters; Does Not Take a Period If sending to news/media outlets, you may want to use a summary (or abstract) paragraph, that is, a synopsis of the press release in regular sentence form. It doesn’t repeat the headline or opening paragraph. It just tells the story in a different way. [Location] -- The first or lead paragraph contains the most important information. State what has happened to the executive director and provide reassure to your readers, e.g., members, stakeholders, vendors, and others. The lead paragraph should stand on its own, e.g., ATA CEO [name[ announced his/her retirement after XX years of services to the Association of Thinking Ahead. [name] will depart in MONTH, 20XX; or it is with great sadness that we announce the departure, illness, disability, accident, or death of CEO [Name]. A press release, like a news story, keeps sentences and paragraphs short, about three or four lines per paragraph. The first one to three paragraphs covers the who, what, when, where, why and how questions. The rest of the news release expounds on the information provided in the lead paragraph. “You should include a quote from the current or past board President for a human touch,” said ATA’s President, FirstLast Name, Title, Organization. "And you should use the last paragraph to restate and summarize the key points." It contains more details about the news you have to tell. If you want to offer the readers an opportunity to take a specific action, add it here, e.g., in lieu of flowers, please ____________. State who is in charge during the transition, who will address any questions that might arise, and specify next steps, e.g., In accordance with ATA’s succession policy and plan, adopted in 20XX, the Board has established a transition team to effect a smooth and effective transition. The Search or Transition Committee includes, Name1, Name2, etc. In the interim, NAME will serve as Acting CEO/Interim CEO. Describe acting/interim executive. About the Association for Thinking Ahead: [BRIEF DESCRIPTION OF ORGANIZATION]. ### Association for Thinking Ahead [Contact info] Page | 26
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