The Executive Committee is a subcommittee of the HathiTrust Board of Governors (BoG). It conducts the regular governance business of the organization, and may act for the full Board between its regular meetings. The HathiTrust Bylaws dictate the roles, duties, and powers of the Officers and Executive Committee (EC) of HathiTrust. The BoG may choose to adopt criteria, terms, and selection processes as it sees fit, so long as those chosen do not conflict with the Bylaws. This document outlines the principles, criteria, and process that the Board has chosen to adopt.
The chair of the BoG should not be a representative of HathiTrust’s host institution.
The selection of the chair-elect should balance involvement of elected and appointed Board members.
Nominees must currently serve on the BoG and meet the chair criteria/qualifications for candidates.
Diversity, equity and inclusion are priorities for the BoG and choice in leadership should include DEI as a component.
Although the HathiTrust membership is not involved in selecting the chair, the process and required qualifications and criteria for selection of a new chair shall be publicly disclosed.
Criteria/Qualifications for Candidates
Qualifications
The BoG considers the following to be the minimum qualifications of a candidate:,
Current member of the BoG, elected from the membership or appointed by founding members as defined in the Bylaws;
Demonstrate breadth and depth of leadership experience, e.g., as a Board officer from another organization or other comparable leadership and/or governance roles;
Sufficient time to devote to HathiTrust’s business during the three-year term on EC;
Passion for HathiTrust’s mission and understanding of the processes that make it work;
Demonstrated commitment to diversity and inclusion.
Criteria
HathiTrust seeks candidates who bring a variety of experiences, skills, expertise, and identities to the EC and who understand the power/value of shared governance in a membership organization.
Candidates should be well equipped to support HathiTrust’s work and navigation of forecasted issues, priorities, and decisions the Board will face during their time on the Executive Committee.
The chair will alternate between Board Members who are appointed and those who are elected to a 3-year term. In extenuating circumstances (e.g emergency vacancies, retirements) the chair may be selected from a given category for two consecutive years only.
Individuals who have served as chair of the BoG are eligible to serve as chair once every 3 terms on the BoGs.
The University Librarian and Dean of Libraries, University of Michigan shall not be eligible for the role of chair as long as the HathiTrust is hosted by the University of Michigan.
The chair of the Program Steering Committee is not eligible to simultaneously serve as the chair of the BoG.
Nomination/Selection Process
The principles, criteria/qualifications, and nomination selection process will be presented to the HathiTrust Membership on an annual basis.
The usual appointed term for officers to the executive committee is three years: one year as chair-elect; one year as chair; one year as past chair.
The EC will review membership of the Board every year to determine who meets the qualifications for chair.
The Board of Governors selects a new chair-elect to join the Executive Committee on January 1, when the current chair-elect assumes the role of chair. In the event of a vacancy, the BoG may select a chair-elect to begin service at any date necessary to the proper functioning of the EC.
At the start of the process, the Chief Executive Officer and the current chair will develop a Future Issues Document, listing priorities, decisions, and issues likely to come before the Board during the next three years. This document will help determine who is best equipped to serve as the chair-Elect.
The Chief Executive Officer will maintain the Board Demographics, a statistical document to showcase the diversity of the Board Members, recording characteristics, such as gender, race, geographic locations, and institution type. Characteristics of identity will be self-reported by Board members and nominees to the Board through a questionnaire. The document will also record previous HathiTrust governance experience, such as service on the Board, Program Steering Committee, or other committees, task forces, or working groups. Personally identifiable information (PII) collected through this process will be handled and accessed in compliance with the University of Michigan’s Safe Computing/Sensitive Data policies.
This BoG Demographics will be consulted by all members when reviewing potential chair-elect candidates from the board, and will also be used to showcase progress made on creating and sustaining a diverse BoG for the HathiTrust.
The Executive Committee will ask all Board members to review the Criteria/Qualifications, Board Demographics and the Future Issues. The Executive Committee (chair) will provide a method for Board members to anonymously name their top candidates (unranked) for chair-elect based on the chair qualifications document. The results will inform the final candidate slate and will ensure that all BoG members have input into the initial nomination process.
The Executive Committee will seek multiple candidates to present to the Board, referencing the recommendations from the full board and all related documents. A matrix to compare the candidates will be prepared to assist this process.
After confirming potential nominees’ willingness and ability to serve, the Executive Committee will present one, or preferably two, nominees to the Board. Discussion of candidates will take place at a meeting of the Board; nominees will not be present for that discussion. All votes for chair-elect will be by a secret ballot held during the meeting or immediately afterwards.
All potential chair-elect candidates will be made aware of the need for HT to have multiple candidates from which to be elected rather than a single candidate that is selected by the BoG ExComm. This type of process leads to more transparent and open opportunities for all current members of the BoG to be considered for this leadership opportunity.
A simple majority of votes of BoG members will be required for selection.
Reviewed by Board of Governors, May 6, 2021
Approved with minor edits by Executive Committee, May 26, 2021