Search Results

< 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 Why Directors Are Chess Pieces, Not Checkers Jennie Boden and Dr. Alexander Stein of Dolus Advisors Jan 25, 2022 Every director should be ‘chair material’—even if they wouldn’t make a good chair. We worked with $6.5 billion Hudson Valley Credit Union , Poughkeepsie, New York, on an extensive board renewal project. During that effort, the CU’s nominations subcommittee decided that every candidate on its slate of nominees should be “skilled enough to be board chair” or “chair material.” But what does that really mean? Does it imply that you should only recruit people to your board who have the intelligence, experience, qualities, hard and human skills that indicate this individual could readily assume being chair of your board? Does it suggest you should raise the level of expectation that you and your colleagues on the nominations committee—indeed on your board—have for yourselves in terms of the type and the caliber of individuals you recruit and nominate to your board and supervisory or audit committee? Our answer to both questions would be a resounding, “Yes!” What it doesn’t mean is that anyone or everyone on your board should actually become chair of your board. Remember, board members are more like chess pieces than checkers. They each come with their own unique skills, attributes and experiences. While you want to ensure that you are only recruiting individuals of the highest caliber, not everyone is cut out to be a board chair. Some people are natural leaders and make excellent chairs. Others, while still amazing leaders, are more comfortable in positions with less authority and better suited for serving as vice chair or other important roles. Still others have a razor-sharp mind for numbers (a great treasurer, for example), but might be challenged when it comes to building consensus or running an efficient meeting—both requisite skills for any good chair. So, remember, when you’re recruiting for new board members, ask yourselves these questions: Does this person embody the most desired skills, attributes and characteristics? Is he or she good enough for our board? Will he or she elevate the level of our discussions? But, when you’re identifying your future chair, also consider these: Is this person a consensus-builder? Can they facilitate difficult decisions? Build a strategic agenda that delivers effective outcomes? Are they a leader who will inspire followers? In other words, choose your chess pieces wisely, and deploy them strategically. Alexander Stein, Ph.D . , is founder of Dolus Advisors , a consultancy that helps leaders address psychologically complex organizational challenges. Previous Next

< Back Leadership Matters: Choosing Humility Jennie Boden Aug 16, 2023 Acknowledge your power in the workplace and strive to have open and humble conversations that encourage other voices to be heard. I’m starting to see, more and more, why so many people shy away from conversations about diversity, equity, inclusion and belonging. They’re complicated. And confusing. And as one of my former colleagues once said, it’s easy when the decision making is clear—when there’s a distinct right and wrong, a simple “this way” or “that.” It’s the shades of gray or the competing values that make decisions and the discussions that surround them tough. I was feeling this way recently when I was talking with a colleague of mine about power differentials. Specifically, mine. As the relatively new CEO at Quantum Governance, my colleague was making the point that, like it or not, I was now seen as someone with power over my coworkers. Yuck. But at some point, we’ve all had some power over someone or something else—whether it’s our employees, our children, students that we’ve taught … even our pets. (Although my dog, Toby, regularly ignores me like a toddler in a candy store.) Some revel in it, while others would rather not acknowledge it. And some use it to support those with less. My entire life, I’ve aspired to grow up in the spitting image of my father—probably the most humble person I’ve ever known. Many claim humility, but few actually live it authentically and actively . I believe it is one of the most worthy endeavors to which one can aspire. The word “humble” has modest beginnings. Its Latin origins stem from the word “humus,” meaning ground or “humilis” meaning “low” or “lowly.” In fact, in Graeco Roman ethics, being humble was definitely not a good thing. If you expressed humility before someone who was of equal or lesser stature than yourself, then you were considered “debased.” But that’s not what my father thought or what he, as a minister, taught his flock or his four daughters, and the notion of my having some sort of “power” or that a kind of differential resided in me made me uncomfortable. Even the mere discussion of it felt somehow disrespectful of my colleagues. Inside, I certainly don’t feel different. Sure, I make decisions for the firm and for our clients on a daily basis. And I feel fully comfortable doing so. I always have. But I believe to my core that my voice is simply one of many, that good ideas can and should come from everyone and anyone in the room. Yes, I’m opinionated, but I love it when someone challenges me, too. I shudder to think that anyone on our team would see a difference in me and, as a result, remain silent. And yet, it happens all too often. It happens to me, and I’m sure that it’s happened to you. But here’s the thing. It’s there, whether I like it or not. I am the CEO. I am—except for our founder, the oldest person on the team—the second most experienced. I’m the ultimate decision-maker. And there’s no getting around those facts, regardless of how I feel about them. So, what am I to do? What are any of us who hold some sort of “power” to do? First, be conscious of it. Don’t assume, like I did, that just because you don’t like it that it’s not there. Second, be open to conversations about it, even when it makes you uncomfortable. In fact, be the one to raise them. Calling out the differences can make it easier for those around you, those who may have less “power,” to feel more comfortable sharing their voices. Third, ensure that you take time to reflect on your own thoughts and feelings about it. Fourth, and most importantly, as my father always did, choose humility. Previous Next

Allen DeLeon Founding Partner, DeLeon & Stang, CPAs and Advisors Allen DeLeon was a Founding Partner of DeLeon & Stang, CPAs and Advisors and has served as an Adjunct Consultant on credit union audits, fraud and risk assessments and compliance engagements. Al has over 35 years of experience including audit, tax, business, and financial services advisory to credit unions, nonprofit organizations and business organizations. The firm, DeLeon & Stang, has developed a particular expertise in the area of credit union auditing, financial services and in working with credit union Supervisory/Audit Committees. Al is also a member of the American Institute of Certified Public Accountants, the Maryland Association of CPAs, the American Society of Association Executives, the Maryland & DC Association of Credit Unions, the Metropolitan Area Credit Union Association and the Association of Credit Union Internal Auditors. Al is an experienced Board member, having served on the Holy Cross Health Foundation as Vice Chair and as Chair of both its Governance and Finance Committees. He has also served as a Board member and Treasurer of the PIC MC Foundation of Montgomery College, Treasurer of the Mid-Atlantic Federal Credit Union and Board Chair of the Maryland Association of CPAs. Learn More Back

< Back When It Comes to Board Meetings... Michael Daigneault Jan 27, 2015 We can do better. For more years than I sometimes care to admit, I’ve traveled the country consulting with credit union boards of directors and CEOs. One of the questions that frequently arises in our discussions is: How can we make our board meetings better? Better is certainly an aspirational – but also amazingly ambiguous – term. I’ve learned it can mean remarkably different things to different credit union leaders. For example, in the context of board meetings, I have been told better means: more strategic discussions, shorter meetings, a more engaging experience, an opportunity to hear everyone’s voice, more efficient meetings, fewer – but longer – meetings, meetings that produce more effective decisions, a more robust accountability culture, meetings giving clearer direction to staff and meetings producing greater consensus. These are all well intended, but also all over the map! It makes me wonder what’s really happening at many monthly credit union board meetings? Is this what the agenda looks like at your credit union’s board meeting? The chair calls the meeting to order and offers a brief set of general remarks or report. There’s then a CEO report, often followed by financial, staff and committee reports. There’s little time for genuine dialogue or discussion. Indeed, the agenda is often centered on telling the board various types of information – reinforcing the board’s role as overseers or fiduciaries. Old School Meetings Historically, most credit union board meetings have largely emphasized the board’s formal role. A routine (even rote) agenda has been frequently use to move efficiently (often thought of as “quickly”) from one report, informational item or policy issue to another. Board members were on hand to receive information or data, provide the required fiduciary oversight and make quick or final decisions when necessary. Many such decisions tended to be made immediately or even in advance of the board meeting. Tough questions – or even meaningful dialogue – were often viewed as hindering or even obstructing the meeting. In today’s credit union environment, however, this board meeting paradigm does not work particularly well. I often wonder if a critical mass of credit union boards even know they’re likely stuck in an outdated way of conducting their meetings? Why do I ask? Because the board meeting of the future looks remarkably different from the board meeting of the past. New School Meetings Yes, the chair still opens the meeting and offers some remarks, but now he or she notes unique elements for the meeting’s success. It’s the chair’s responsibility to help his or her colleagues focus, and set a tone that invites meaningful exchange. Such items as routine reports, informational items, administrative changes, minor alterations to policy and the like can often be included in a “ consent agenda ” and approved with a simple vote. Likewise, a thoughtful dashboard presented by the CEO can be used to efficiently and effectively highlight the critical indicators of your credit union’s efforts. After asking any needed clarification questions of the CEO or senior team, you and your director colleagues are then able to transition to the other central agenda items for the day: one or more strategic or educational discussions designed to help your credit union move forward. What would the members of your board do if, aside from the chair’s remarks, a consent agenda and an effective dashboard review, there was a significant strategic question posed for consideration and discussion, and you had more than an hour in which to really discuss it? How do you think your board colleagues would respond to such an experiment? Would they be open to the possibility or change? I strongly suggest you consider evolving your board agendas from emphasizing the formal role of your board to focusing on the board’s influential and persuasive role as well. Vary the agenda items and include open spaces for dialogue and deliberation where questions can be posed and collective learning can take place. Chairs, develop agendas that encourage strategic questions and dialogue from your colleagues. CEOs, you can help by identifying real strategic questions facing the credit union. In partnership with the chair, highlight such questions by building an agenda item around them. While I do not suggest that credit union volunteers or executives lessen their focus on fiduciary oversight, I do suggest they can meet smarter and more effectively. Namely, that board meetings focused predominantly on information or data exchange are not enough. I urge them to remember that vision, strategy and effective governance are among the board’s central responsibilities. The structure and culture of board meetings can greatly assist—or impede—such vital responsibilities. Previous Next

< Back Assess for Success Michael Daigneault Jul 27, 2015 8 surefire times you need to evaluate your board’s performance In a recent study conducted by Quantum Governance , only 22 percent of credit unions rated themselves as “effective” or “very effective” at conducting a regular process of self-evaluation. Comparatively, 34 percent felt they were ineffective or even “very ineffective ” in doing so. With the long tenure of credit union board members and the continually evolving business climate that faces today’s credit union, remaining relevant, current and ahead of the curve is more important than ever. In fact, it is incumbent upon every credit union director to do so. A board assessment is a critical component in an ongoing process of board renewal, strengthening and improvement. Done well, it can provide an objective and comprehensive perspective that ultimately will help your board and senior management team focus your efforts, activities and precious resources. Together, you will identify your credit union’s strengths and challenges and, in doing so, find ways to move forward collectively to the betterment of your members. You can frame your issues in a new way, generating bright ideas and insights that will lead your credit union effectively into the future. Plus, you will build a baseline against which you can measure future progress. You should definitely consider a board evaluation in the near term if you: have a new credit union board chair or CEO want to elevate your credit union’s leadership or strategy to the “next level” have been experiencing very high or very low board member turnover need to address issues or concerns with your current governance structure, policies and/or practices are getting ready to launch a new strategic planning initiative (or revise your current strategic plan) are considering a merger or acquisition have experienced significant change, growth or “crisis” within your credit union or board have not undertaken an evaluation in the last three years Previous Next

BREAKING NEWS: Quantum Governance Joins Callahan & Associates to Advance Credit Union Governance. Press Release Governance Grow Your Vision Welcome visitors to your site with a short, engaging introduction. Double click to edit and add your own text. Start Now We've Launched New Services to Meet the Needs of Smaller Credit Unions. Press Release Our Vision is Exceptional Leadership for Mission-Driven Organizations. Learn More Credit Union News Nonprofit News

Policy Shop Quantum Governance maintains an extensive Resource Library of contemporary governance policies, job descriptions and committee charters ― and our library continues to grow each year. Today, there are more than 65 different policies and documents available to assist you in achieving the goals within your Governance Action Plan.

< Back Some New Remote 'Norms' Are Here To Stay Michael Daigneault and Gisele Manole Aug 25, 2020 Five tips for a successful pivot to virtual board meetings At a recent credit union board retreat, we asked the group (a mix of board members and executive leadership); “How do you think the post-COVID-19 world will be different from the pre-COVID-19 world?” The answers were varied and included: More of the workforce will work remotely Better overall hygiene practices Less brick-and-mortar retail and other traditional storefront businesses Increased consolidation of the credit union field Fewer major airlines and fewer travelers We ask this question because, as they say, “the genie is out of the bottle” on so many of our new norms and behaviors. Our businesses and our culture have made a sharp turn to adapt to new laws about social distancing—a foreign concept just a few months ago. This pandemic has accelerated our transition into the digital realm. Which of the changes that we have made are likely to stick? Which ones should we adapt to craft the “new normal”? Perhaps the most immediate change our boards have had to make is switching to virtual meetings. So many boards are asking us and themselves if and how can they effectively and meaningfully conduct their work virtually? Quantum has had to make some changes along these same lines. While the majority of our work is conducted remotely, our facilitated retreats, often considered the pivotal “aha!” moment for many of our clients, had to be reinvented as virtual experiences. It was a daunting challenge but one that we attacked as a team composed of different strengths, talents and experiences. Some of us are more confident with new technologies than others. And then there was a sense of mourning for the loss of our in-person retreats. We had invested so much of ourselves over eight long years and hundreds of thousands of miles to fine-tuning our practices. Who are we without our flip charts, big stickies and colorful illustrations? How did we pivot? We practiced … a lot! We spent countless hours choreographing and rehearsing for our first virtual retreat. It is safe to say that we have successfully pivoted now that a number of our clients have commented, “I think this was actually a much better format for our retreat. We were so focused and got so much accomplished in a shorter period of time!” And, “This (virtual retreat) raised the board’s governance IQ but also our video conferencing and communication skills which will make us stronger, too.” Here are a few best practices that this short and intense period of adjustment has taught us about teamwork and conducting successful virtual meetings: While we are limited to only a virtual meeting format, make it the best possible experience. Be present just as you would be if you were seated in the same room with your colleagues. Make sure your video is on, that your face is well lit, that your sound is strong with no background noise or distractions, and that you are knowledgeable about how to use whichever conferencing platform you are using, such as Zoom or Google Meet. Come prepared in every other way and review in advance the board materials you were provided in advance. It may seem like common sense, but many board members still treat virtual meetings like “board meeting light,” as if they are in a holding pattern until they can meet in person again. This experience of continuing to operate and indeed grow your organization in a pandemic has likely already provided you with opportunities to conduct vital business and make board-level decisions remotely. If it hasn’t already, it will. Your loyalty to the mission of your credit union and your responsibilities as board members are the same today as they were in the pre-COVID-19 world. Have a focused agenda and aim to keep your virtual meetings to about 90 minutes. (We think two hours is the max.) Participation can fall off a cliff if a video conference goes on too long ... we have all been there! Consider meeting for more than one session if you need more than 90 minutes. Keep your agenda tight while leaving room for strategic discussion. It is a delicate balance and requires excellent meeting facilitation by the chair and active participation by the rest of the board. Use all of the tools available to you on whichever video conferencing platform you use , including “breakout rooms” for small groups and strategic discussions, “polling” (which is a great way to efficiently get a Five-Finger Consensus ) and the “chat” feature (which, used appropriately, is a great way to take the pulse of your entire group in record time.) Remember that teamwork is essential. Everyone has to be “all in” on the virtual experience and 100% committed to your meeting’s purpose. The pandemic crisis has been a gut check for leaders in the credit union community. Having a deep bench of various talents, experiences and cultures has never been more important. Perhaps nothing is a complete substitute for “breaking bread” and the ways that in-person meetings, practices and rituals build community and culture. However, think about how a hybrid model of virtual meetings (when done well) and in-person meetings (with social distancing, masks and hand sanitizer) can help you to expand the reach of your board recruitment and diversify your membership. As we continue to adjust to the post-COVID-19 “new normal,” the most important lesson is to remain nimble; don’t be afraid to try new things and accept that experimentation will lead to some failures, but ultimately to success as well. Previous Next

Supervisory & Audit Committee Resources A Cautionary Tale of Risk Management in This Time of Bank Failures Defining roles and responsibilities and continuing education help ensure appropriate coverage. Read More The Importance Of A Truly Independent Supervisory Committee If you’re shifting to an ‘audit’ committee instead, be careful not to sacrifice independent oversight at the altar of efficiency. Read More A Case for Reaching Higher Musings on the Federal Reserve’s proposed guidance on supervisory expectation for boards Read More ERM Is Everyone's Responsibility 10 steps to take to ensure your leadership is doing all it can to identify and manage risk Read More Supervisory Committees Function Well, But... Just like CUs and their boards, supervisory committees must change with the times. Read More

Board Succession, Composition & Renewal Resources In Search Of The Strategic Board Discover how credit union boards can become agile strategic partners and lead their institutions to future success. Read More Gender Equity In The Boardroom: We're Not Done Yet Boards still have work to do to support their female directors and wider DEI&B efforts. Read More Know When It’s Time To Go Holding onto your board position may be best for you, but what’s best for your credit union? Read More How Using a Recruiter Can Boost Board Succession Planning Efforts Approaching director searches like executive searches can produce great results. Read More A Continuously Bigger and Better Box Like a nautilus, Hudson Valley Credit Union’s board evolves beautifully into its next stage of governance. Read More Hudson Valley Credit Union’s Call for Board Candidates Refresh As part of its board recruitment renewal project, Hudson Valley CU developed a call for candidates that outlined specific attributes that matched its changing governance needs and values. Read More Key Outcomes And Lessons Learned From A Board Renewal Effort An analysis of Hudson Valley CU’s work to revise key governance processes. Read More Why Directors Are Chess Pieces, Not Checkers Every director should be ‘chair material’—even if they wouldn’t make a good chair. Read More Building Your Associate Board Member Program, From The Philosophy Up The groundwork for success includes commitment from the start. Read More Who's on Your Board Today? Tomorrow? 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. Read More The Ever-Elusive Millennial Director Tailor your message and medium in recruiting younger board members. Read More

Gisèle Manole Chief Marketing Officer & Senior Consultant Gisele’s work with credit union and nonprofit clients, and as a liaison to Quantum Governance’s strategic partners, leverages her 25 years of creative marketing, public relations and communications experience. Gisele is second chair on many client engagements and develops connections between clients, our team and the services we provide to further the firm’s mission. Gisèle has written articles on governance and leadership, communications and cultural dynamics for CU management and Advancing Women. Prior to her work with Quantum, Gisèle was the Senior Manager of Integrated Marketing for InStyle Magazine, developing large-scale, multi-media advertising and public relations campaigns for high-profile international brands. Gisèle’s early career included management positions with Condé Nast Publications, Hearst Corporation and Reader’s Digest Association, developing multi-platform programs that capitalized on the invention of social media and digital innovations partnering advertisers with beloved publications including SELF, Cosmopolitan, CosmoGIRL!, Gourmet and Every Day with Rachael Ray. Gisèle graduated from Villanova University in 1999 with a B.A. in English Literature and Political Science, and lives in North Carolina with her family. Back