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Good Governance: Two Of The Five Top Questions Board Chairs Have

Michael Daigneault

Oct 24, 2018

1. Should chairs vote? 2. What’s the best way to ask a director to move on?

Quantum Governance recently had the privilege of spending a few days with nearly 100 credit union board chairs, vice-chairs and others when we conducted the Board Chair Development Seminar for CUES in Amelia Island, Fla. 

In this article, we put forth two of the top five questions we learned were on their minds and make an attempt to answer them.

Question 1: Should board chairs vote on all regular matters?

This first question surprised us. We were amazed to find that 50 percent or more of the board chairs in attendance said they didn’t vote unless there was “a tie in the boardroom.” Remarkable. They, in turn, were stunned when we told them that this practice was simply wrong. Digging further, their assumptions behind their abstention made some sense and evidenced an important desire for fairness. For example, they were concerned that: “A board chair, in expressing his or her opinion, might unduly sway the will of the whole,” and “Our board chair is the most senior member of our board and everyone looks to him; it wouldn’t be fair.”These are valid points, and we wholeheartedly agree on the need to ensure fairness and the ability to hear everyone’s voice in the boardroom. However, even board chairs have rights! 

The No. 1 question on Robert’s Rules of Order’s online FAQs is: “Is it true that the president [also meaning chair] can vote only to break a tie?” Robert’s Rules of Order says “No, it is not true that the president [again, here, they also mean a chair] can vote only to break a tie. If the president is a member of the voting body [which the board chair of a credit union is], he or she has exactly the same rights and privileges as all other members have, including the rights to make motions, to speak in debate, and to vote on all questions ….”

When you and your colleagues on the board address conflicts of interest, your efforts are not about eliminating them, but mitigating them. Similarly, your board chair not only has rights, but also a governance duty to independently express his or her opinion on matters before the board. He or she should also share experience, thoughts and perspectives which you likely want to consider. Follow some basic steps and you’ll be fine:

  1. Elect individuals to the role of chair who can be fair, objective facilitators.


  2. Ask the chair to share his/her thoughts at the close of the discussion, not at the beginning.

  3. Unless the vote is a private ballot, the chair’s vote should be rendered last.

(Note that we found this voting issue to be so important that we’re working on a full white paper on this topic, and it will be published soon!)

Question 2: How do I talk with a board member about moving on?

In our recently released State of Credit Union Governance, 2018, 74 percent of respondents reported that their boards are effective or very effective at having the right mix of skills or experience to accomplish its governance roles and responsibilities. And yet, still, asking a board member to move on remains one of the top issues on board chairs’ minds. We get it. It’s a hard one. 

Without term limits in place at many credit unions, board members may serve far beyond their time. We know it sounds harsh, but it’s true. We had a client once warn us that there were one or two members on the board that might have dementia, but they did not ask them to move on for fear of upsetting them. From a human perspective, we understand it. But from a governance perspective, one has to ask whether those board members are able to aptly fulfill their legal duties and governance roles and responsibilities.

We offer these five tips to help you engage in the hard conversation when it’s time for a board member to transition off your board. Have your chair, along with at least one other trusted board member, engage in a private conversation, and:

  1. Be respectful and open; approach the conversation with a genuine desire to learn. Try to understand where the board member in question is—what his or her perspective is and what might make a transition easier.


  2. Focus on what you’re hearing and not on what you’re saying. This isn’t about you. This is about your board member. People will respond better if they are feeling heard.

  3. Be direct and get to the point. We know it’s a hard conversation, but don’t “beat around the bush.”


  4. Don’t put it off! When you know that you need to have the conversation, have it. You’ll be doing everyone a favor. Don’t wait until you get to the point of having a member with dementia—even possible dementia—on your board.


  5. Expect a positive outcome, even if that outcome may be that the board member moves on; it could be good for him/her and the board. Not all transitions are bad. Don’t assume that the outcome will be bad for the board member. Look for a graceful exit and transition for all. 

We felt that all five of the top questions on board chairs’ minds were vital—and that if they were on the minds of the board chairs, they were likely on the minds of other directors and CEOs, too. (Are they on yours?)   

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