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< Back Balancing Impartiality With Voting Michael Daigneault and Caitlin Hatch Apr 1, 2019 A best practice for chairs is to help the board look at the big picture while still having a specific opinion. At the September 2018 Board Chair Development Seminar , we asked the more than 60 attendees from all over the United States and Canada to share with us whether their board chairs voted on regular matters. By a show of hands, a slight majority of the attendees said their chairs do not regularly vote during board meetings—except to break ties. In fact, one leader indicated that his CU had placed this prohibition against voting by the chair—except in the case of ties—into its governance policy. A number of chairs were quite passionate about refraining from board votes. Their passion appeared to flow from a strong desire to ensure that they not exert any undue influence over their colleagues on the board. For others, the abstinence (unless in the case of a tie) was a strong belief that the practice supported key values of a chair’s impartiality, as well as his or her primary role as a fair and balanced facilitator of board processes rather than a participant in them. Another attendee suggested that his CU’s current practice was based on Robert’s Rules of Order, a widely used reference for meeting procedure and business rules in the English-speaking world. What Does Robert’s Rules Say? While most leaders of credit unions that use Robert’s Rules believe they understand them, few have genuinely studied them. That is because the guidelines in the book are amazingly complex and intended to be a reference book for “an answer to any question of parliamentary procedure that may be met with,” according to one of the many editions, Robert’s Rules of Order Newly Revised in Brief . Even the Robert’s Rules Association admits the overload of information in the guide: “At least 80 percent of the content [of the most recent version] will be needed less than 20 percent of the time.” Notably, the position of Robert’s Rules of Order Newly Revised in Brief on board chairs voting is clear. They can vote on all matters coming to the board: “If the President [Robert’s Rules also explicitly recognizes “Chairs” to be the same as “Presidents”] is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small Board (where there are not more than a dozen Board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member.” We agree that chairs should not “unduly influence” their colleagues, but simply voting on board matters does not constitute undue influence. Impartiality is also important for chairs as they facilitate board meetings. But, let’s be clear about what impartiality really means. Elect individuals to the role of chair who can be fair, objective facilitators. … If you are concerned about undue influence, consider casting votes privately to limit the influence of the chair. Merriam-Webster states that “partial to” or “partial toward” someone or something is to be somewhat biased or prejudiced, which means that a person who is partial really only sees part of the whole picture. Thus, to be impartial is to try to see “the whole picture.” To allow everyone to see the whole picture, it is incumbent upon your credit union’s board chair to remain unbiased, fair and unprejudiced in his or her facilitation of the meeting. This doesn’t mean that at the end of the dialogue, your chair isn’t also a full-fledged member of the board with his or her own beliefs, perspectives and ideas. So, how then do you reconcile the board chair voting and maintaining his or her impartiality? The answer lies in the important difference between the actual content of the matters being discussed and the impartiality and fairness of the facilitation process utilized to transparently discuss the content. As such, a board chair’s impartiality isn’t about him or her not having a personal opinion, it’s about him or her not wielding authority in a biased, unfair or prejudiced manner that only forwards his or her own perspective. A board chair has one vote like each and every one of his or her colleagues (except, like all of the other members of the board, in the obvious case of a personal conflict of interest or when there is insufficient information to make an informed decision), but we would be naïve to suggest that the chair position carries with it no persuasive influence. Accordingly, he or she must work diligently to facilitate the board meeting (or voting process) in a way that allows all voices to be genuinely heard, whether or not they agree with the majority’s—or chair’s—point of view. Remember to be careful out there … the mark of a true leader is the capacity and will to rally other people to a common purpose and a character that inspires confidence and trust. It’s the ability of a leader (such as a chair) to inspire followership over the long haul. It’s not that a chair must ensure that everyone falls “into line” behind a single, unanimous vote, and it’s certainly not the ability to ensure that everyone on the board always votes in agreement with the chair. Ultimately, it’s the ability of a chair to be both an effective board member—with his or her own thoughts and opinions—while simultaneously, fairly and impartially facilitating an appropriate discussion. That is one mark of a truly great board chair. Steps to Consider Taking So, what can you do to balance your chair’s right (and fiduciary duty) to vote with the need to maintain impartiality and encourage open dialogue? Consider the following: Elect individuals to the role of chair who can be fair, objective facilitators. This may be easier said than done. But it’s important. Many credit unions have simply adopted a rolling officer succession plan. Don’t. Be thoughtful about who you put into such leadership positions as the chair. Ask the chair to share his/her thoughts at the close of the discussion, not at the beginning. This may take some diligence on the part of the chair. But it can be done, and once it is done regularly, it can and should become part of your credit union’s meeting culture. It is often a good practice for the chair to also try to fairly summarize the key points of the dialogue before a vote is taken—particularly if it has been an extended discussion. If you are concerned about undue influence, consider casting votes privately to limit the influence of the chair—as well as any other board members. If the vote is not a private ballot, the chair’s vote should be rendered last. Again, board meeting cultures can change. It might take time, but if your chair hasn’t been casting a vote, a shifting of this type may be easier to make than you think. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

< Back Weaving a Single Garment of Destiny Michael Daigneault Jun 23, 2020 The key threads include equity, diversity and inclusion. All three are needed for the best leadership and governance for your credit union. The recent events in the United States—no, this time, not COVID-19—the recent events surrounding the urgent call for equality led me back to Martin Luther King, Jr.’s letter from a Birmingham jail . I often return to this brilliant piece of literary history, from which I find great guidance and direction, but never so much as I have recently. In his letter, dated April 16, 1963, he wrote: “We are caught in an inescapable network of mutuality, tied in a single garment of destiny. Whatever affects one directly, affects all indirectly. Never again can we afford to live with the narrow, provincial ‘outside agitator’ idea. Anyone who lives inside the United States can never be considered an outsider anywhere within its bounds.” Never have truer words been spoken of these, our United States, or indeed the world. But we should also take an important lesson from these words for the organizations that we lead. I hear so much lately about organizations and boards—particularly in the credit union space—taking up the cause of “DEI,” or diversity, equity and inclusion. In fact, in our 2020 State of Credit Union Governance , diversity was listed as the highest priority when recruiting new board members among those surveyed. As those at BoardSource , a national organization working to empower boards and inspire leadership, say, “As the decision-making body at the highest level of organizational leadership, boards play a critical role in creating an organization that prioritizes, supports and invests in equity, diversity and inclusion.” And I couldn’t agree more. But, it’s important to know what these three terms really mean. (Note: BoardSource re-orders the three from the usual “DEI” to “EDI.” Quantum Governance believes that this is actually the appropriate order, given that the notion of equity is a broader concept that underlies both diversity and inclusion.) And, while they are often used interchangeably, they have very different meanings: Equity is a conscious and thoughtful awareness of how systemic inequalities have affected our society, individuals and all those an organization serves. As stewards of the public good, all social sector organizations (regardless of their exact mission) are called on to embrace and celebrate the inherent worth of all people. Boards and credit union leaders need to play a vital role in understanding this context. Deeply appreciating the fundamental concept of equity creates powerful opportunities to deepen an organization’s impact, relevance and the ultimate advancement of the public good. Diversity is the mix of people involved in leading, staffing, volunteering and moving forward the mission of your credit union (or any group for that matter). It is focused on a range of folks from different backgrounds, with varied personal characteristics or attributes who are engaged in the work of the organization as board, staff, volunteers, vendors and members, as well as the people and communities your credit union serves. Inclusion is about authentically valuing the benefits that diverse people bring to the organization. It is about the conscious and unconscious culture of the credit union and how it values (or not) the contributions that “everyone brings to the table.” It frequently describes how people from a spectrum of backgrounds are genuinely woven into leadership, operations and membership of the organization, how their perspectives are genuinely heard and valued, as well as how their needs are thoughtfully understood and respected. Therefore, Equity is embracing, celebrating and respecting the essential worth of all people and ensuring that our common humanity is honored. Diversity is getting a genuine—and expansive—mix of people at “the leadership table” or within a group. It does not sacrifice quality or competence on your board. Indeed, it is designed to enhance it. Inclusion is a shared understanding to authentically listen, to actually hear and justly value what people have to offer, contribute and say. And, all three are needed! Without each of them working together, one supporting the other, your credit union’s governance and leadership will fall short of where it surely needs to be. Previous Next

< Back 5 Data-Driven Recommendations for Governance Success Michael Daigneault Jan 29, 2018 Core Recommendations from a New Report The State of Credit Union Governance, 2018 is the culmination of five years of data collected from credit unions across the United States and a dream long held by everyone at Quantum Governance. The research yielded a number of key findings which we’ve shared previously on our blog . And now we can also share some data-driven recommendations that emanate from those six key findings. We hope that the information shared by credit union board members, CEOs, supervisory committee members and senior staff nationwide will help you and your credit union colleagues further mission success. You can find the Report here: The State of Credit Union Governance 2018, Report . These five core recommendations may help you strengthen governance policies and practices at your credit union: 1. Prioritize governance excellence at your credit union. If you haven’t been taking governance seriously at your credit union, it’s time to do so. And if you have been, it’s time to kick it up a notch. Whether you’re functioning at Governance 101 or 601, it’s time to find out what Governance 201 or 701 looks like for your credit union. 2. Eliminate any perception gaps between your board, supervisory committee and senior staff. If we know one thing, it’s this: Gaps between the board and senior staff will eventually be destructive. We highly (underscore highly) recommend a strong, constructive partnership between the board, supervisory committee and the senior staff—all working collectively to govern and lead the credit union. There were so many gaps in perceptions between these positions throughout the report that it surprised even us, and it should definitely concern you. 3. Ensure you have a plan for board (and committee) rejuvenation. The longer a board member serves, the more positive his or her perception is. While this may sound like a positive finding, it actually concerns us. Are long-serving board members losing their ability to ask the hard questions? At the same time, the number of potential board members among us—if we look strictly at the census numbers—is shrinking. Ensure that your credit union has a viable plan for leadership continuity. It is one of the most critical responsibilities a board holds. 4. Focus on your credit union’s leadership culture. While you may be spending countless hours ensuring that your board members have the requisite training, your committee structure is in place and operating well, and your plan for board rejuvenation is fully up-to-date, don’t forget about building a positive board culture. It takes time and conscious cultivation to ensure a positive outcome here. 5. Charter a governance and nominations committee… fast . Over the years, nominations committees have morphed—first into board development committees and now into what is considered governance and nominations committees. If your credit union doesn’t have one, it’s behind the curve, and you need to get one. Fast. Today’s governance and nominations committee is chartered to address board roles and responsibilities, composition, knowledge and learning, and effectiveness and leadership. We believe this recommendation is so important that a sample governance and nominations committee charter is an appendix to the report. Previous Next

< Back Supporting Healthy Board Rejuvenation Michael Daigneault Jan 26, 2016 A healthy amount of board rejuvenation is important—but not too much and not too fast. For many credit unions, a long-tenured board is a normal course of business. In fact, many credit unions have had a director or several in place for 20 or more years. While the long-standing tenure of these volunteers is certainly valuable from experience and historical perspectives, it can sometimes hinder a credit union’s ability to grow, innovate, evolve with the times and genuinely grow or pivot strategically. Additionally, CU boards that find themselves facing wholesale director turnover in a given year or two will likely not find that situation ideal, either. In the credit union movement, one in four directors self-report that their boards are “less than effective” at having the right mix of skills/experience to accomplish their governance responsibilities. If that’s what is self-reported, could the actual situation be even more problematic? A healthy amount of board rejuvenation is important – but not too much and not too fast. What are the most effective tactics for accomplishing this pace? Here are five steps we recommend for building your board: Institute term limits Though long disliked in the credit union movement, more and more credit unions are successfully instituting term limits for board members. The key to using term limits effectively is to implement them with a phased-in approach so you don’t “term out” all your board’s talent (and history) in one or two years. You might consider a three-year term with an option for a three-term renewal or perhaps a two-year term with the same renewal option. Such a term (with the renewal option) still retains a great deal of historical continuity . Choose your board officers thoughtfully. While most credit unions already have term limits in place for their board officers, we find that far too often, who’s next in line for the various positions is predetermined. And it shouldn’t be. Consider what’s ahead for your credit union when choosing your next chair, not simply whose turn it is. If you are heading into a period of mergers, wouldn’t it be helpful to have someone at the helm with experience in this regard? And, in the same vein, a director with a storied career in human resources may not be the best candidate to oversee your credit union during a financially turbulent period in its lifecycle. Provide ongoing training opportunities . Remember that keeping your board fresh and on the leading edge requires, by definition, including a robust training program for your directors. Provide all your board members – not just the new ones – with ongoing board training . Don’t include just one-on-one experiences at the regional and national levels; include sessions for you and your colleagues to experience (as a team) at the board level. Have the hard conversations. Far too often we find that chairs, CEOs and even individual directors are fully aware of the weak links. They talk in hushed tones about the need to move certain individuals off the board, but rarely have the courage to address their colleagues directly. Don’t shy away from the hard conversations. They are important for healthy board rejuvenation, and certainly they fall squarely upon the shoulders of the chair. You may even find that there’s a good reason for the “weak link,” and one that can be easily addressed (and mitigated) through a frank, open conversation. Conduct and act upon regular board assessments . The most effective boards regularly assess their own practices and take actions to step up their game. Even those boards that are operating at a high level—“Governance 501”--are continually asking, “What does Governance 601 or even Governance 701 look like, and how do we get there?” Aiming for excellence and taking steps to get there is a critical component of board rejuvenation, and if your board isn’t taking a critical look at itself, and acting accordingly, whether you are at Governance 101 or Governance 701, you’re doing your credit union a disservice. Previous Next

< Back Who's on Your Board Today? Tomorrow? Michael Daigneault and Jennie Boden Mar 27, 2018 The State of Credit Union Governance, 2018 report finds credit unions are more certain of their current mix of directors than they are about the future composition of their boards. Here’s what this means for board renewal. Data from our new report, The State of CU Governance, 2018 , find that the majority of credit unions feel pretty good about who’s currently on their boards—but are much less sure about the future.Almost three-quarters of survey respondents (74 percent) of respondents report that their boards are “effective” or “very effective” at having the right mix of skills/experience to accomplish [their] governance roles and responsibilities. But remarkably, almost half of all of the survey respondents (46 percent) describe their effectiveness in “attracting the right people to serve on the board” in the future as only “adequate,” or “ineffective” or “very ineffective.” Figure 1: Attracting the Right People to Serve on the Board - Overall Our experience is that your collective worries about attracting the right folks to serve on your credit union’s board are well-founded—and things may get worse before they get better! The number of board members available to serve in the coming years is likely to shrink. Using generational definitions from Pew , the Boomer generation (born 1946–1964) consists of 76 million people and is shrinking. Generation X (born 1965 – 1980) is estimated to be only around 55 million people, causing a significant lack of potential board members for a good number of years until the much larger millennial generation (born after 1980) begins to peak. This means that you and your board colleagues will be competing more and more for fewer and fewer potential board members. In his book, Generations: The Challenge of a Lifetime for Your Nonprofit , Peter C. Brinckerhoff notes that both members of Generation X and millennials typically volunteer for different reasons and in different ways than members of the Boomer generation. Brinckerhoff goes on to say that members of the Boomer generation historically committed to volunteerism in support of institutions, whereas younger generations volunteer in support of people and issues rather than organizations. They often prefer discrete projects rather than large commitments, and they can experience all that volunteerism has to offer without having to be commit to regular “face-time,” all of which goes against traditional board service. So, how do you attract, and then keep, the ever-elusive millennial? Here are a few do’s and don’ts to consider as you work to refresh your board’s membership: DO: Talk about your credit union’s mission. Millennials are often cause- or mission-driven, but ensure that you’re talking to them in language they understand, using today’s technology. Mix your credit union’s business with passion. Ensure that your board meetings are not all business. While addressing the business of the day is important, see that you are also addressing the broader, strategic impact that your credit union is having (see point No. 1, above). Bring them on in multiples. That is, don’t just add one millennial at a time to your board or its committees; add a number of them so that they don’t feel like a token (see point No. 1, below). DON’T: Treat them as tokens. It seems like everyone is talking about adding a millennial to their boards. Ensure you have a meaningful role for them to fill on your board and its committees (see also point #3 above). Under-estimate their abilities & skills. They have a lot to contribute; ensure that you are listening and learning from them. Think of them as “kids.” While for many board members, they may be the same age as your kids, they are not your kids. Treat them with the professional respect that they are due. Previous Next

< Back Millennials Are Many Things, Including Your Future Board Leaders Michael Daigneault and Gisele Manole Jun 26, 2018 Getting to know them can aid your recruiting. If you had a crystal ball that allowed you to peer into the future, my guess is that a number of you might use it to—among other things—help ensure your credit union’s success. Critical to any such success, however, is the answer to the question: Who sits on your Board? Perhaps one of the most alarming things we at Quantum Governance discovered in our research for The State of Credit Union Governance 2018 was that a full 46 percent of respondents describe their credit union’s effectiveness at finding, recruiting and nominating new board talent as only adequate or less than adequate. The ongoing challenge to attract the best talent to serve on your board is as old as it is evergreen. So, while a crystal ball may be helpful in identifying who holds the keys to your credit union’s future, it likely falls short of providing you with a practical means to actually recruit future board members into service—particularly the younger generations of potential board members. As anyone who has endeavored to recruit talent to their board can attest, you have to know a thing or two about who you’re looking for. So who are your credit union’s future board leaders and how might you connect with them? As the large Baby Boomer generation (1946-1964) retires from board service, Generation X (1965-1980) does not have the numbers to fill their seats. As such, the Millennial generation (1981-1996) will have to be invited to serve in leadership positions as soon as possible. Don’t underestimate them...many are ready to serve effectively right now! Millennials are, of course, a unique generation and it’s more important than ever to understand the types of things that set them apart from previous generations. They are most effectively recruited by...other millennials. You should use any millennial board, associate board, board committee and staff members you may already have to actively recruit effective new young leaders. You can also reach out to connected members of the credit union and to key players in business, government and nonprofit organizations in communities where your credit union operates. Even if you don’t know them yet, find a way to reach out, make new friends, and actively introduce your credit union to them. They are the most ethnically diverse generation in U.S. history. We often hear that boards are striving to look more like their membership. The millennial generation embodies the diversity needed to ensure that members are properly and culturally represented. They are early adopters and technologically savvier than previous generations. As your membership migrates online, so do many of your products and services. Engaging your members through contemporary, user-friendly, and secure mobile and digital interfaces will help grow your credit union and attract younger members. They are optimistic about the future and educated. Positivity fuels productivity. Millennials see possibilities and have an eye trained on the future—which is exactly where you need to set your sights in order to succeed in fulfilling your credit union’s vision and mission. Millennials are often keenly interested in professional development opportunities. You can suggest that board service is certainly a great one! They are interested in helping people and supporting causes. To date, many millennials have been relatively unattached to religion or organized politics (although that may be changing). This leaves a critical mass of them open to the social purpose and mission-centered credo of credit unions. Sure, focus on excellent products and services, but don’t underestimate the power of “cause” and the good work a credit union can do. Ultimately, inviting new ideas and fresh thinking to your board meetings will have consequences. Appreciate the renewed energy and passion it brings. Appreciate also millennials’ talents. Be patient as you work through the challenges and questions that will also arise. As you bring on new board members, it’s important to remember that a robust orientation to your credit union and board service is essential to a successful transition. We are confident you will find that millennials are a vital human and leadership “investment” for your credit union that will pay off extremely well now—and far into the future. Previous Next

< Back Resolutions for a New Year Michael Daigneault Jan 24, 2017 Taking the Opportunity to Make Changes It’s that time of the year again. The holidays are behind us, and the decorations are back in the attic. If you have kids, they are (thankfully) back in school. Most people began the new year with great hopes for what they will accomplish in 2017. How about you? Have you set (and already broken!) your own New Year’s resolutions? Are you eating better? Spending less and saving more? Working out more often? Achieving a better balance in your life? Here’s a New Year’s resolution that we would like to challenge you and your credit union’s leadership to make and keep: Spend 2017 focusing on improving your credit union’s governance and leadership. This resolution has the potential for such amazing impact that you’ll want to extend it permanently. Many credit union leadership teams spend the lion’s share of their time focusing on financial, fiduciary, and high-level operational concerns: asset growth, ROI, capital ratios, membership, services and, at least once a year, strategic planning. But how often do these leaders pay attention—meaningful attention—to governance? And what is governance, anyway? We define governance as “steering, directing, influencing or persuading from a position of authority. It deals with the legitimate distribution of authority throughout a system—whether that system is a country, a corporation or a credit union.” That means that for your credit union, you are governing not only when you are using your formal authority (passing policies or voting on procedures), but also when you are using your informal powers of persuasion (encouraging fellow directors to support a new venture or working in constructive partnership with the CEO to fine-tune your strategic priorities). Because governance involves the “distribution of authority throughout a system,” we encourage you to look beyond the board when you think of who is involved in governing the credit union. Working in constructive partnership to support the holistic governance of the credit union should be the board, supervisory or audit committee, board committees, and the CEO and management team. In your efforts to improve governance, consider at least these basic components: Governance assessment. If you haven’t completed an assessment of your credit union’s governance for two or more years, you should. It’s important to check in on your “governance health,” just as you would on your own physical health. An assessment can help you and your board colleagues: (1) develop common ground with each other; (2) push the board and management team to ask better questions and think more strategically; (3) develop a clear road map of how to move forward together; (4) form even more productive relationships among your board, CEO and management team; and (5) ultimately improve your governance and leadership efforts to better serve members. CUES offers a self-assessment tool to help boards evaluate their governance health. Board member and board officer job descriptions. It’s important to have clear, up-to-date job descriptions for both directors and board officers. Ensure that you review these on a regular basis (at least every two years) for relevancy. The danger of having out-of-date job descriptions (or worse yet, no job descriptions at all) is that board leaders will be falling short of their critical governance responsibilities . Committee charters. We find that many credit unions do not have charters in place for their committees, and most fail to review their committee structures on a regular basis. Be sure that you are doing both! Board committees , when they are well chartered, staffed and effectively operating, can be one of the most efficient ways to carry out the work of the board. At their worst, they can be a drain on your management team and leave directors feeling underappreciated and overwhelmed. Board meetings. Review your board meeting agendas, structure and functioning to ensure that you are addressing strategic and governance issues at every meeting. Be sure you are developing agendas that are engaging and generating lively discussions for directors, the CEO and management team. Board meetings are critical. They can make or break the health of your board, so give their structure and functioning the attention they deserve. If this work seems daunting, don’t be overwhelmed. Take it one step at a time. Perhaps start with a simple online assessment to establish a baseline. Regular evaluation of governance is both vital and doable for credit unions of all sizes. We have seen boards that are in trouble—real trouble—realize the benefits of focusing on governance in as little as six months. When board and management leadership roles are clarified, micro-management decreases, the quality of board meetings improves, committees add more genuine value, an approach to renewing the board’s composition is agreed upon, and the boundary of operational vs. strategic thought is better defined. For 2017 and beyond, resolve that you will make a commitment with your colleagues to improve your credit union’s governance and leadership—for the health of your board and management team and the good of your members! Previous Next

< Back Understanding the Importance of Ethics Michael Daigneault and Jennie Boden Nov 28, 2017 Principled leadership is a vital part of any cooperative’s DNA. For many years, my focus was on ethics – particularly organizational ethics. As an undergraduate at Georgetown University, I majored in philosophy and minored in psychology. My father thought it was imprudent to follow such a course of study, but I persisted. As such, I studied many of history’s greatest ethicists. I went on to law school, immersing myself in the study of law and justice. My favorite class was…yes, legal ethics. (Many of my law school colleagues were convinced something was seriously wrong with me at this point.) I then decided to double down and became the first person to receive a Masters in Law from Georgetown University Law Center with a concentration in Legal Ethics and Professional Responsibility. I went on to found a consulting practice called “Ethics, Inc.” and then served as President of the Ethics Resource Center – the nation’s oldest, independent ethics center. I even had a license plate for my car that read “Ethics 1.” It’s safe to say, ethics was a really big part of my personal and professional life! And then…my central focus shifted. Over the course of my early career, I witnessed ethical lapses in both for-profit and nonprofit organizations that were attributed (by their senior leadership) to the actions or decisions of a “rogue employee” or “bad person” in their midst. Occasionally this was the case, but often it wasn’t the whole story. In helping many institutions in their quest to address the difficult ethical questions or situations that confronted them, I came to realize that many of their so-called “ethical challenges” were actually – at their root – issues of governance. As a result, in 2012 I️ and my wife, Alessandra, created a new limited liability low-profit firm dedicated to the public good firm – Quantum Governance, L3C – that reflects a substantially broader governance and leadership focus. (And yes, I also have a new license plate – which now reads “QNTM GOV.”) “A fish rots from the head down.” It’s a cliché, yes, but it’s a cliché because it’s repeated so often; and it’s repeated so often because it’s so often true. What I have continually observed over the years is a failure of genuine leadership at the Board or senior management level. These failings frequently resulted in organizational cultures that ignored (or even encouraged) unethical or unprincipled decisions. The likely causes were as varied as the organizations I came into contact with…a lack of clarity around tradition-bound leadership roles and responsibilities…too much authority in just a few individual’s hands…lip service by leaders to an ideal – and then actions to the contrary…the absence of proper boundaries…a lack of transparency and – yes – sometimes a systemic failure by leadership to set forth the ethical standards (and then clearly communicate, model and reinforce them) that are a vital part of a sustainable organization’s DNA. To govern is to steer, direct and influence or persuade from a position of authority. It includes at the very least both the Board and the Management team, and it addresses both their formal (directional and policy setting) and their informal (influence and persuasion) forms of authority. Ultimately, governance deals with the legitimate distribution of authority throughout a system – whether a country, corporation or nonprofit. As such, does governance include ethics? Yes! But just because you’re getting your “governance house in order” doesn’t necessarily mean that you’re paying sufficient attention to your ethics culture, standards and practices and that you’re regularly working to instill them throughout your credit union. At Quantum Governance, we are ever-mindful that there are a lot of things resting on the shoulders of today’s volunteer and staff-led credit union leadership, but we are growing more convinced that a first-in-class ethics program should be among them. Previous Next

< Back An Antidote For Shifting Sands Michael Daigneault and Jennie Boden Sep 24, 2019 Your strategic planning process is as important as the plan and should be ongoing. Recently, Henry Meier, SVP/general Counsel at the New York Credit Union Association penned a blog addressing “ Why D.C.’s Policy Pronouncements are the Key to Economic Growth .” In it, Meier discusses the shifting sands of today’s political environment, as well as the state of our economy and how “We are now more dependent on Washington than ever before.” The business environment in which your credit union operates is, to say the least, complicated. Beyond the challenges that emerge from Washington, you are likely faced with growing competition, shifting demographics, technological disruption, as well as the potential for an economic slowdown or recession. What else would you add to your list? Challenges with board succession? A CEO transition? A core conversion? How prepared is your credit union to meet these challenges? Do you have a solid strategic plan in place? What about your process? We think the process, in these turbulent times, is nearly as important as the plan. There are four common strategic planning processes that you and your colleagues can adopt: A traditional planning process would have you identify where your credit union is today and where you want to be in the future (for example, three to five years from now). Then, you create a disciplined timeline, set of strategic goals, milestones, and financial and other resources needed to get there. The only problem with this process is that stuff happens. Presidents implement tariffs. Timelines for core conversions drag on. You get the point. Scenario planning allows you to plan for a number of different potential futures or scenarios on a contingency basis. The challenge here is that it’s much more time-consuming because of all of the time required to create and consider alternative scenarios (and accompanying plans)—many of which are sometimes necessary, particularly in an unpredictable world in which very different futures may unfold. In phased planning , it’s understood that the world may change quickly and, therefore, it’s difficult to plan too far into the future. Accordingly, the phased approach tries to break up the strategic planning process into manageable periods (or phases) of time. The downsides to phased planning are that you can lose sight of longer-term goals and default to a form of operational planning. Cyclical planning combines best practices from all three of the above methods—It’s “real-time,” “continuous” or “ongoing” strategic planning. To quickly put you at ease, cyclical planning does not mean that you are re-creating your strategic plan at every board meeting or even every year. What it does mean is an important change in the mindset of both your board and your management team. It means that strategic planning is regarded not as something separate from the board’s governing duties, nor is it separate from management’s responsibilities. It means that strategic thinking and planning are core elements of your board’s and management’s responsibilities. It means, therefore, that your board and management are holding meaningful strategic discussions on an ongoing basis—throughout the entire yearly cycle of board and committee meetings. (And that these discussions go beyond merely an update on how you are doing on the metrics.) It means there is no designated start and end to “the plan.” It is thoughtfully considered—and modified if need be—over time. It means that as the sands shift in Washington, China or in your backyard, your credit union’s board and management team are prepared to react—quickly and in “real time” to meet the credit union’s changing strategic needs. Previous Next

Cris Wineinger President, Wineinger & Associates Cristina Wineinger, President of Wineinger & Associates is an adjunct Senior Consultant at Quantum Governance. Cristina has over 27 years of experience in all aspects of nonprofit management and consulting both in the United States and Bermuda (where she was born and raised). Her diverse client base includes churches, private schools, environmental agencies, cultural organizations, social service providers and hospitals. Her consulting services encompass capital campaign management, business assessments, governance, strategic planning and nonprofit mergers. In the last 27 years, Cristina has provided guidance to fundraising campaigns totaling over $175 million. One of her more recent clients is the Bermuda Hospitals Charitable Trust where she helped raise $35 million in a country of only 65,000 people. This fundraising campaign is the largest in Bermuda’s history. Additionally, Cristina has helped many nonprofits to chart their path forward through comprehensive strategic assessments and planning. In 2005, Cristina moved to the US with her family and launched Wineinger & Associates, Ltd., a full-service consulting firm for nonprofits. Wineinger & Associates serves a variety of nonprofit organizations both in Bermuda and across the US. In addition to her business, Cristina is a popular speaker both in Bermuda and the US and an Executive Partner at the College of William & Mary’s Mason School of Business. Learn More Back

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< Back More Listening, Less Mansplaining Jennie Boden Mar 22, 2022 In the boardroom and everywhere, it's important to hear all voices. I was recently facilitating a retreat for one of our credit union clients when one of the board members—a male board member—started going toe-to-toe with me on the subject of good governance. Really? I thought to myself. Okay, let’s go . I’ve been a professional in the national not-for-profit sector, focusing on governance, strategy and C-suite management issues, for almost 30 years. And I’ve been working specifically in the area of credit union governance for almost a decade. I’ve probably interviewed more credit union board members than, well, most everyone, and I’m an author of The State of Credit Union Governance studies published by CUES and Quantum Governance. I help assess and review governance data from 50 or 60 credit unions every year … every year . Now, I’m not trying to boast. But I am saying that I know my way around a discussion on credit union governance. Apparently, however, my male client knew more. The term mansplaining is relatively new—it first appeared in a Los Angeles Times piece in 2008—but the concept, of course, is not. The phenomenon of mansplaining is so common that it even now appears in the Merriam-Webster Dictionary and is officially defined as “when a man talks condescendingly to someone (especially a woman) about something he has incomplete knowledge of, with the mistaken assumption that he knows more about it than the person he’s talking to does.” For many women, mansplaining is a frustrating, recurring part of their professional lives, regardless of their position or tenure. While some may be tempted to call mansplaining a mere annoyance—or invoke gendered stereotypes that women are “too sensitive”—the impact of mansplaining behavior goes much deeper than words. In the boardroom, it can be a clear signal that a board member’s expertise is discounted and, according to the Society for Human Resources Management , it can even affect the way board members are nominated and selected for committees or leadership roles. Mansplaining in the Credit Union Boardroom So, why is this particularly relevant among credit unions? We know that credit unions have made significant progress in diversifying their boardrooms, especially as compared to other sectors: 36% of credit union board members are women, whereas women hold only 25% of board seats in Fortune 100 companies, according to a 2018 report by Deloitte and The Alliance for Board Diversity of America. Yet, even at 36%, women are still significantly underrepresented in our credit union boardrooms, which remain male- (and white-) dominated spaces. Much more work remains to be done to improve gender diversity in the boardroom to ensure that boards truly reflect the communities they serve. As most women know, mansplaining happens everywhere: It begins on the playground and carries through to the boardroom. But it doesn’t stop there. In fact, the concept of mansplaining is so universal that in 2016, a union in Sweden temporarily set up a hotline for workers to report incidents of mansplaining and seek counsel from professors, authors and other gender experts on strategies for dealing with this condescending behavior! Even the BBC offers a flow chart to help readers identify mansplaining even when they may not realize it’s happening to them! As we encourage boards to reflect on and improve their own diversity, we know that many credit unions will recruit new directors who don’t necessarily have banking or accounting backgrounds, but who are bright, driven leaders in their fields. They are strategic thinkers who are ready to learn more about what the credit union does. This diversity—both in terms of gender and racial background and also professional expertise—undoubtedly helps advance a credit union’s service to its members not only by ensuring a strong “ear to the ground” but also by deliberately crafting a leadership group that brings diverse experiences, skills and viewpoints all to strengthen the decisions made in the boardroom. Board members with prior sector experience will, naturally, lead in helping their new colleagues develop a greater understanding of the credit union and their responsibilities as board members. In fact, we encourage it. In offering guidance, however, it’s important to remember that your support should be offered in a way that’s conducive to learning and recognizes your new colleagues’ own talents and expertise versus sharing your own knowledge in a way that is condescending, meant to intimidate and discredit. Board members of all tenures and backgrounds should approach their role with what David Smith , an associate professor of practice at the Johns Hopkins Carey Business School, calls “healthy doses of humility and a learning orientation.” Smith also notes that a “prove it again” bias that women often experience “questions their competency by having them continually prove that they have the experience and ability to perform. Most men do not experience this bias as it is usually assumed that they are competent, and they are advanced more often on potential.” While this observation is based on his experience in the U.S. Navy, a credit union boardroom—a similarly male-dominated space—can also encourage these dynamics. How to Move Past Mansplaining How do we recognize and move past the mansplaining we observe in the boardroom? Smith’s research found that what women most appreciated in male mentors and allies was their capacity to listen—which Smith summarizes as “generous listening with an intent to understand and not fix her or fix her problem.” Recognizing the root impulse for this is also important: “As it turns out, many of us as leaders are socialized to be problem-solvers. We listen to a colleague until we discern the problem and then tell them how to fix it.” (Read more on this from Smith in “ More Listening, Less ‘Mansplaining’ Make Men Better Allies to Women Co-Workers .”) In the credit union boardroom, where we find various levels of expertise in accounting or banking, but a steadfast desire to learn, this is equally important for male colleagues to internalize. What are some other key strategies for creating inclusive, welcoming, and respectful spaces? Arin N. Reeves, Ph.D., of the University of Michigan offers a few suggestions : Create and use agendas for meetings to define intentions, decrease interruptions and offer clarity on who should be speaking and why. Adopt a “take turns” approach in meetings; it will provide additional structure around who should be speaking and offer all participants an opportunity to give their perspective. Separate “divergent thinking” (unstructured brainstorming and idea generation) from “convergent thinking” (idea analysis and decision-making) to prevent unwanted interruptions and allow for women’s voices to be included as an active part of the leadership and decision-making process. Speak up! We can all recognize the symptoms of “mansplaining,” and if we can respectfully call out and encourage reflection about this behavior, we can create more respectful, productive and effective board and committee meetings. We all know that there are challenges to recruiting board members. Don’t make the mistake of not fully appreciating or realizing the full potential of your board members by silencing those voices that will help to further the vision and mission of your organization. Previous Next