< Back Embracing our New (Virtual) Reality Caitlin Hatch May 22, 2020 The new virtual reality is changing the way we do business. I saw an interview recently in which author, American diplomat and former State Department official Richard Haas observed that the COVID-19 pandemic is not so much a turning point for our society, but an accelerant. His comments alluded to the idea that trends only just beginning to emerge before the pandemic, have been “fast-tracked” and their significance amplified as we unlock the ways and means of our new normal. Perhaps the best and most accessible example of this phenomenon is our new fluency in virtual or video conference meetings and even social gatherings. At Quantum, we’ve operated as a virtual organization from the beginning, conducting much of our work via telephone, video conference and the miracle of the Internet. However, an important and transformative element to our work often culminated in traveling to meet clients, sometimes one-on-one but frequently in groups of 20 or more. And the public speaking engagements at conferences to even larger groups…how does that work continue, or does it? As so many of you have, we decided to take a case-by-case approach postponing our in-person retreats and workshops at first but quickly pivoting to 100% virtual via Zoom, Meet, WebEx and the myriad of other apps that have become as familiar to us as centuries-old brands like Kleenex and Clorox. As it happens, we have been in the regular practice of video conferencing with an international nonprofit organization who asked us to conduct individual board orientations with their multi-national Board. We had previously aided them in updating their core governance structures and establishing a better understanding of their core identity and purpose —orientation of their newest directors was the next meaningful step forward. This afforded us a unique opportunity to put into practice a new way of conducting board orientation…100% virtually! In the recently published The State of Credit Union Governance 2020 Report we identified that “a significant number of board members believe their boards must improve their current onboarding process.” Less than half of the directors surveyed for the study felt that they were “using an effective process to orient new board members to the work and dynamics of the board,” with 30% categorizing it as “adequate”— hardly a ringing endorsement. Thus, we developed a virtual board orientation, a solution for boards who struggle with finding enough hours in the day, volunteers to manage the effort, or simply engaging ways to orient new board members effectively and meaningfully. So we “upped our game” so to speak. Doing more video conferencing in particular around board orientation, and we’re creating more recorded video segments and interviews. Check out our Facebook and LinkedIn for the latest and greatest! We upgraded our typical teleconference to a video conference where face-to-face from our own homes has increased the intimacy of our client relationships in a way that would make Getting Naked author Patrick Lencioni proud of both our clients and of us. 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 Nine Leadership Challenges Michael Daigneault Mar 25, 2015 The board of the future will need the strength to overcome these. At Quantum Governance, we’ve been taking a look at what the credit union board of the future will look like and, almost more importantly, the challenges it will face. Ultimately, we have identified nine key challenges that are already (or will be) confronting your leadership. The Composition Challenge. Gone are the days when your credit union can simply rely on a nice cross section of its membership to fill open slots on its board. The most progressive boards today are actively recruiting the talent they need; identifying the skill sets that deliver the talent, connections and expertise they need on the board; and then inviting those individuals to become members of the credit union. The Technology Challenge . The rate of technology is changing at lightening speed. I don’t have to tell you that. But here’s the thing. It’s changing at a faster rate than anything else we’ve ever seen. Faster than political change, business change and even social change in our world. Is your board ready? Is the credit union? The Community Challenge. The very notion of community is being altered by technology. Community is ceasing to be largely defined by geography and more often it’s defined as a sense of belonging. How does that impact your “community” credit union? Indeed, as a credit union member myself, I haven’t set foot in a local branch for more than a decade. What does that mean for your business? Is your board discussing the impact of this from a strategic point of view? The Disruptors . How many of you have heard of Uber? Five years ago, could you have ever conceived of an online reservation ride service? I’m sure the taxi companies in nearly 130 American cities never dreamed their business could tumble by more than 65 percent in just one year, like it did in San Francisco. Uber wasn’t even on the radar then. What’s not on your radar now? It’s difficult to know. And that’s the point. You won’t know. More than 99 percent of the disruptors will fail, but it will only take one to succeed and have a dramatic impact on your credit union’s business. The Demographics Challenge. We love Baby Boomers. First, there are lots of them. Eighty million of them, and they are doers. Board service has been a part of their DNA. But what about the next generation: Generation X? Much has been said about them and most of it hasn’t been good. I happen to think they are doers, too. And very civic-minded, but in a different way. Their way of giving back is more individualistic. When they want to get involved, it’s more on a one-on-one basis. When they want to make a difference, they start their own organizations … forge their own path. And critically, there are 40 million fewer people in Generation X than there are Baby Boomers. If you think you’re having a tough time finding good, qualified and engaged board members now, it’s about to get harder. The Information Challenge. With your iPad and your smartphone, you probably have more information at your fingertips than the entire federal government did 25 years ago. But what matters? What’s important? What information will move your credit union forward? What do you need to know and what is just white noise? One of the key challenges for credit unions is not a lack of information, but rather the volume and variety of data available. The current flood of information can be like trying to satisfy your thirst with a hose attached to a fire hydrant! The Complexity Challenge. This challenge is related to The Information Challenge and every credit union will face it. It’s a distinct moment in time – that moment when the abilities of a credit union board are overcome by the increasing quantity and complexity of credit union regulations, responsibilities and requirements. There is more and more expected of you and your colleagues as directors. The demand for your knowledge base is only continuing to grow. The Risk Challenge. There’s a great book titled Competing for the Future , in which the authors say organizations that “create the future are rebels. They’re subversives. They break the rules…Foresight often comes not from being a better forecaster, but from being less hide-bound.” It comes from breaking free from your mold, from taking more risks. Is your credit union board “hide-bound?” Are you stuck? My guess is that you and your board colleagues spend more time on the lower end of the risk spectrum – most credit union boards do. But, if you’re going to grow … if you’re going to forge the future, maybe even be a credit union disruptor yourself, you’ll need to learn how to effectively balance two abilities: 1) understanding, identifying and mitigating risks to the credit union; and 2) tolerating the risk that will enable you to grow. The Impact Challenge. It’s not enough to keep your head down and do good work. You have to not only keep your head up, but you have to get out. The Impact Challenge requires that you foster relationships, as leaders and always in constructive partnership with your CEO, with external stakeholders to have the greatest impact. And that goes far beyond your membership to include governmental representatives, local businesses and, yes, even other credit unions. To face these nine challenges successfully, your board will need to regularly strengthen its leadership and governance abilities. You can do it! 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 Dealing with Divisive Directors Jennie Boden Jun 27, 2023 Honor the principle of democratic member control even when you need to remove a board member. Like a lot of things in life, governance challenges seem to come in threes. There was the year that we had three clients struggling with their representative boards. Last summer, the trials were three different mergers and acquisitions. This spring, three of our clients have been grappling with how to hold a problematic board member accountable. And not just problematic board members, but very problematic ones. We’ve seen this before—and not just in threes. Let me begin by saying that, as a believer in exceptional governance, I value the cooperative principle that “credit unions are democratic organizations owned and controlled by their members. One board member equals one vote, with equal opportunity for participation in setting policies and making decisions.” But sometimes you run into a board member whose presence completely derails the democratic process. What to do when removing such a member would actually improve governance, the operation of the board and contribute to stronger organizational outcomes? The Principle of Democratic Member Control: Pretty Drastic The democratic member control principle drives three of the paths available to credit union boards when they believe that it’s time for one among them to leave their ranks. (These are the options available to federally-chartered credit unions as outlined in National Credit Union Administration federal credit union standard bylaws. Additional options may be made available for state-chartered credit unions by their regulators.) Article VI. Board of Directors, Section 8. Attendance and removal. a. If a director or a credit committee member, if applicable, fails to attend regular meetings of the board or credit committee, respectively, for 3 consecutive months, (choose one of the following) ____ or 4 meetings within a calendar year, or ____ 4 meetings within any 12 consecutive months or otherwise fails to perform any significant duties as a director or a credit committee member, the board may declare the office vacant and fill the vacancy as provided in the bylaws. Article IX. Supervisory Committee Section 5. Powers of supervisory committee—removal of directors and credit committee members. By unanimous vote, the supervisory committee may suspend any director, board officer, or member of the credit committee. In the event of a suspension, the supervisory committee must call a special meeting of the members to act on the suspension. They must hold the meeting at least 7 but no more than 14 days after the suspension. The chair of the committee acts as chair of the meeting unless the members select another person to act as chair. Article XVI. General Section 3. Removal of directors and committee members. Notwithstanding any other provisions in these bylaws, any director or committee member of this credit union may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given to be heard. If member votes at a special meeting result in the removal of all directors, the supervisory committee immediately becomes the temporary board of directors and must follow the procedures in Article IX, Section 3. These are drastic paths to have to take, and they put into play reputational risks for both the board member and the credit union. But there are other options besides the most drastic ones. Other Pathways, Starting With Accountability The name of the game, ultimately, is accountability—setting clear roles and responsibilities through the development of both board member and officer job descriptions (I encourage you to develop job descriptions for the supervisory/audit committee chair and members too); outlining expectations for behavior in a board member covenant and even a code of ethics that applies to everyone throughout the credit union, from the board to the tellers; and implementing accountability mechanisms to ensure that everyone is doing their job within the boundaries of the covenant and the code. But what do you do when that fails you? Here are some tried and true steps that you can take, in increasing order of seriousness: Solicit the help of the board member’s trusted peer (or peers) for a private conversation to address the behavior. Schedule a formal meeting between the board member, the chair and another board officer to address the behavior. Outline the offending behavior in a written reprimand letter, asking the board member to correct their behavior immediately. Call for a written apology from the board member to those offended. Require formal sensitivity/or related content training. Prevent the board member from participating in any trainings, conferences or seminars paid for by the credit union until select steps (such as those outlined above) are complete and the behaviors are corrected. Provide a copy of the written reprimand letter to the governance and nominations committee to inform the nominations process. Institute peer-to-peer evaluations and provide a copy of the board member’s results to the governance and nominations committee to inform the nominations process. And for especially serious cases: Stipulate that the board member will be formally censured or that their resignation would be called for unless select steps (such as those outlined above) are complete and the behaviors are corrected. Note to the board member that formal censures and/or a vote for their resignation will appear in the credit union’s public minutes. It’s Worth the Effort to Manage Divisive Directors I can tell you that all our clients who have adopted any number of the steps above did feel a sense of relief ultimately, as hard as it might have been. In most instances, the board members simply resigned, knowing that it was best for them as individuals and ultimately for their credit unions. While no process is ideal, and we at Quantum Governance certainly want you to honor and adhere to the principle of Democratic Member Control more than anything, sometimes a bully or undemocratic individual acting in bad faith needs to be stopped. Sometimes, that board member who refuses to adhere to the credit union’s policies must simply be shown that their behavior is unacceptable. And sometimes, their behavior becomes so antithetical to the very essence of a cooperative that you don’t have much of a choice. 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< Back The Ever-Elusive Millennial Director Michael Daigneault Mar 28, 2017 Tailor your message and medium in recruiting younger board members. An almost universal goal among credit union boards in recruiting new directors is to improve their outreach to millennials. A common expectation is that prospective directors from the generation born from 1981 through 1997 would better understand and represent the needs of younger members. Moreso than previous generations, millennials are deeply immersed in the digital age and intuitively appreciate the new ways commerce and communications have morphed. In addition, younger consumers now spend $600 billion annually; by 2020, their total annual spending is projected to grow to $1.4 trillion annually, representing 30 percent of total retail sales. They are an economic force that must be reckoned with. Challenges in recruiting millennial candidates may be a reason only one in five board members we’ve surveyed report that their credit unions are “very effective” in attracting people with the attributes identified as desirable to stand for election as directors or to serve in other capacities. Our surveys also find that the average age of directors is on the rise, as is the average director tenure on boards. The combination of these factors puts the need for board rejuvenation at many credit unions at a critical tipping point. At the risk of being bearers of additional bad news, board recruitment won’t get easier in the years to come. Basic demographics are a reason that recruitment of younger candidates will become even more difficult. The Pew Research Center reported in April 2016 that the baby boomer generation (1946–1964) has been the largest in the United States to date, with a whopping 76 million births. Gen X (1965–1980) fell far short of that mark by nearly 21 million births. To some extent, then, the recruiting challenge boils down to numbers: There are simply fewer adults in the gen X age group. In addition, those born after 1964, perhaps because they have been submerged in the technological revolution throughout most of their lives, often engage with or give back to their communities in ways very different than previous generations. As Beth Kanter put it in her book The Networked Nonprofit, “Social media use is becoming ingrained in the way that people relate to one another and work together. In particular, social media are shaping the way that young people think, connect, engage, and work together.” Assuming this is the case, how should your credit union overcome the vital governance challenge of attracting future board members? The vast majority of boards will need to work much harder—and differently—to attract those elusive gen Xers and millennials. First and foremost, keep in mind that people in their 20s, 30s and 40s are as committed as older Americans to social good. However, they are inclined to engage in the world in very different ways, and they may be motivated by different factors. Gen Xers and millennials also may “join” in different ways than previous generations. They tend to: want to help others, but often not through a formal institution. support social issues, but less so the organizations affiliated with them. take small preliminary steps before fully committing to a cause. be strongly influenced by the decisions and behaviors of their peers. treat things they value (free time, money, friends, their network, key social missions, etc.) as having relatively equal value in their lives. experience an organization’s work—and offer their own time and talents—without having to be at a particular place. A strong commitment to mission is central to millennials. In your recruitment efforts, talk about your credit union and the cooperative movement as offering economic freedoms and opportunities in ways that will tap into their passion. Go well beyond the business aspects of what they will focus on as board members to emphasize the greater good. Another strategy is to recruit gen X and millennial candidates in multiples. It is hard to be the only younger person in a leadership position. Many young adults are influenced by the decisions and behaviors of their peers, and networking is as important for them as it is for your current directors. Finally, never treat younger candidates and directors as tokens or underestimate their skills. Depending on their age (and yours), they may be as young or as old as your own kids, but in the context of board service, they are your peers. Though their level of experience on a credit union board may be limited, the abilities, experiences and perspectives of gen X and millennial directors may offer extraordinary value in board discussions, planning and deliberations. Remember, millennials stand where you once stood, and your relationship with them should be one of genuine mutual support and commitment to the betterment of your credit union’s members—and your community. Previous Next

< Back Women In Football, Politics And Credit Union Boardrooms Jennie Boden Feb 11, 2021 It’s important to prioritize and value diversity. It’s Super Bowl Sunday as I write this, and it’s snowing at my home in New Hampshire. My husband has made a big batch of his famous mac and cheese, and we have a fire roaring in our wood stove in the ell. (Unless you’re from New England, you won’t know what an ell is, but it’s a great term that means the room that connects the house to your barn. For us, that room has been refinished to a cozy family room.) We’re getting ready to watch Tom Brady (yes, I’m still rooting for him) take on Patrick Mahomes. But the news that I’ve been focused on this week is about the three women who “will be making history” tonight—National Football League referee Sarah Thomas and Tampa Bay Buccaneer assistant coaches Maral Javadifar and Lori Locus. While Tom Brady will be playing in a record 10th Super Bowl, for the first time in NFL history, three women will also be on the field tonight. While the female football ref and coaches made news all week, I also saw an interview with Jocelyne Lamoureux-Davidson and Monique Lamoureux-Morando, two sisters who happen to be Olympic gold medalists in hockey. Aside from continuing to play the sport that they love, they’ve also dedicated their lives to inspiring the next generation of young girls to fight for equality in sports. Asked about tonight’s history-making Super Bowl, one of them said, and I’m paraphrasing here, “We’ll know we’ve made progress when this is no longer a story.” I couldn’t agree more. I mean, don’t get me wrong. I think it’s great that history will be made tonight. Just as I thought it was great that Joe Biden picked Kamala Harris to be his running mate, and she is now our vice president, regardless of the politics. But why does it still have to be history-making? Because it is. I had the same reaction when I was speaking recently with CUES member Deborah Acosta Conder, board chair at $2.5 billion JSC Federal Credit Union , Houston, Texas. Conder was bringing me up-to-speed on some recent appointments that the credit union had made to its board of directors. She shared that under her fresh leadership, and the constructive partnership that she was building with relatively new CEO Brandon Michaels, also a CUES member, she had communicated to the board that the credit union needed a “more diverse board—an expanded board, because the credit union was expanding its own strategic vision.” With an acute focus on diversity, Conder noted that being “a person of color herself,” she had always wanted “the membership to see themselves reflected on the board.” And now, she was in a position to make a difference. Acting with purpose, Conder and her colleagues first identified the core competencies, skills and qualities they wanted in their new board members. Although the legacy of the credit union was proudly and firmly tied to the National Aeronautics and Space Administration, the team decided to recruit some board members outside of the famous space agency. The group prioritized diversity, individuals with broader experience who had been through mergers and acquisitions, and people with legal and digital strategy experience. And they hit the jackpot. They also changed where and how they recruited board members. Conder called on each of her board colleagues (and we would encourage the inclusion of the CEO in this process too) to explore their own, personal networks. If great, potential candidates for your board are not already members of your credit unions, assuming you have a fairly open charter, they can join! The recruiting team also worked with the local United Way’s Project Blueprint that “trains tomorrow’s nonprofit board leadership, ensuring that Greater Houston’s nonprofit sector reflects the rich diversity of [its] community.” The results? Three new additions to the board who all bring with them not only great diversity but also great competence. One is even a coveted millennial! Michaels agrees with Conder that the credit union will be better for it. A third-generation CEO, following in the footsteps of both his grandmother and his mother, he says that throughout his life, he relied on the perspectives of these two pioneering women: “When I look at boards, I value diversity of thought and experience. We all have various perspectives based on our lives and our journeys, and it is that very diversity of thought that is incredibly important to us in our boardroom because our members are diverse.” New board member Lavonne Burke Hopkins, senior legal director, cybersecurity, product & application security, and Dell Digital for Dell Technologies Inc., joined the JSC FCU board because she believes that there is alignment between her “day job” and the current strategic initiatives being undertaken by the credit union. She was happy to find that board service at the credit union is a perfect way to “marry her experience with her own personal goals of service.” Her new board colleague Dwayne D. Busby serves as the executive director overseeing the mission, goals and overall purpose of strategic partnerships at the University of Houston-Clear Lake. Conder tapped Busby, of course, for his strategic thinking skills, and he is more than happy to provide them. He was honored to be approached by the chair, who is a leader in the community, and he, too, sees board service as a way of giving back to his community, which has done so much for him. His goal? To help determine how the credit union’s strategic plan actually works in Houston’s very diverse community. Lastly, Portia S. Keyes was tapped during this last round of elections too, and the board is lucky to have her. Keyes is a contracting officer at NASA Johnson Space Center. A strong “believer in the power of teamwork,” Keyes joined the board because she, too, believes that “serving the credit union is an extended way of serving her community.” She also volunteers for Fifth Ward GO Neighborhood, a Houston-based initiative dedicated to revitalizing the city’s communities. In The State of Credit Union Governance 2020 , published by Quantum Governance in partnership with CUES and the David and Sharon Center Johnston Centre for Corporate Governance Innovation, we found that demographic diversity was ranked No. 1 among the highest priorities when recruiting new board members among our respondents, but only sixth among those skills that add value in the boardroom. Could it be that everyone is talking about the need for greater diversity in the boardroom, but no one understands why they need it? At JSC FCU, clearly, leaders are both valuing and prioritizing diversity. They, along with all of us at Quantum Governance, would encourage your credit union to do both, too. Previous Next

< Back The Board And The CEO Should Play Doubles Tennis Michael Daigneault and Jennie Boden Apr 23, 2019 The constructive partnership between directors and the chief executive is a lot like teammates on one side of the court. If you’ve spent any amount of time with us folks at Quantum Governance—either at a large, general session at a CUES conference or in a private, retreat setting, you know that we talk a lot about the importance of the “constructive partnership” between the board and the CEO. We spend a key portion of our governance training covering this very issue—framing the dynamic balance of authority between the two and suggesting that a key to mutual success is that they focus on working together as “teammates.” What do we mean by that? Well, we often ask participants to picture the great tennis players Venus and Serena Williams playing together as a doubles tennis team. Yes, each should bring her unique abilities to the challenge, but that does not mean one sister should overwhelmingly dominate the play on their common side of the net. When out on the court playing a doubles tennis match, they cannot (in the moment) be focused on “Who is in charge? or “Who is the better tennis player?” No, they’re understandably focused on who is in the best position to return the next shot as it comes over the net. Indeed, they are hyper-focused on working together as a team to bring out the best in both of their abilities! The same is true in the board-CEO relationship. There are roles and responsibilities that fall into the board’s side of the court (i.e., hiring the CEO). In the same vein, it should remain the CEO’s sole responsibility to hire his or her management team and staff. But what about when it comes to determining the strategic plan that will drive the future of the credit union? Doubles tennis best defines this part of the effort to be sure, with the board, CEO and management team working in constructive partnership to co-create the best strategic plan for their credit union and its members. One of the key findings in our report “ The State of Credit Union Governance, 2018, Five Data-Driven Recommendations for Future Success ” was that this all-important team (the board and the CEO) frequently differ on their perceptions of governance. And that difference in perception is great, with little agreement on 84% of their responses on the vast majority of the survey’s key questions. This finding led us to recently add a new question to our governance survey: How effective is the board at maintaining a good working relationship with the CEO? On a scale of 0-4, the responses thus far have varied wildly, with one credit union scoring a perfect 4.0, and another scoring less than a 1.0. How would you rate your board’s relationship with your CEO? Consider all of the facets. Is your board appropriately staying out of the weeds? Are you working in constructive partnership in the areas that really count? Do you have a high level of trust with your CEO? Are you giving your CEO genuinely effective performance feedback? Is your board asking the hard questions that need to be asked, as you “trust but verify”? And is your CEO comfortable with your hard questions and in agreement with you in your collective understanding of the role and responsibilities of the Board? The law vests the ultimate authority and responsibility for the credit union in the board, Ram Charan put it this way in his book Boards that Lead , the real role of the board is to understand: 1) when to lead, 2) when to delegate and 3) when to partner with your CEO and his or her management team. Are these three areas crystal clear for you and for your CEO? If not, we fear that your score would be far from that perfect 4.0 on our new governance survey question, and this is likely one of the most important and critical governance challenges that your credit union must identify and overcome. Previous Next

< Back A Matter of Culture Michael Daigneault Apr 1, 2014 What drives yours? Here are 10 elements to shoot for in your board room. I ask credit union leaders a lot of questions… Indeed, asking questions is one of the best things effective consultants do. Some of my questions have proved fairly easy to answer; some, much more difficult. In recent years, one of the most challenging questions for many credit union CEOs and board leaders has been: “What type of organizational culture are you trying to foster at your credit union?” The difficulty in answering this question has led me to ask a second question, which has proved even more vexing: “What type of leadership or governance culture are you trying to foster at your credit union?” I have tried to discover what makes it is such a challenge for leaders to answer to these fundamental questions—particularly at the CEO and board levels. Perhaps the notion of organizational or leadership culture is something they haven’t had the chance to think a great deal about? Perhaps they have been focused on other things—like survival, economic shifts, new regulations or financial ratios? Maybe culture is something credit union leaders simply accept as-is—or take for granted? Maybe the very notion of organizational culture—as applied to a credit union or its governance—is confusing and needs to be clarified? (It is a fairly new construct, dating back perhaps just a few decades.) Or maybe it is all of the above? Uncovering why it is so difficult to answer the “governance culture question” has taken me on a recent quest to figure out what organizational culture is at a deeper level—and to try to better understand why many experts feel culture is so important to organizational success. For example, in 2010 organizational culture guru Edgar Schein warned that “cultural understanding is desirable for all of us, but it is essential to leaders if they are to lead.” Jim Dougherty wrote in a 2014 Harvard Business Review article that “company culture is part of your business model,” and “the single most important attribute to successful companies.” If these experts are right—and culture is somehow central to success—then we should try to uncover the hurdles CU leaders face in understanding, articulating and building the culture of their institutions. In particular, we should try to identify and overcome any leadership and governance culture challenges leaders may face. What is ‘Organizational Culture?’ Every credit union has a culture. Just what that culture is can be hard for its leaders to describe—even if they have been with the credit union for a long time. Although long-tenured board members often feel they understand their CU well, they are frequently too close to it to really take a step back and identify the unconscious beliefs and assumptions that have been guiding their decision-making. It is, as such, a real challenge for board leaders to really see their own organizational culture. This can be the case concerning the CU overall (where leaders do not always have the kind of institutional access to pick up key cultural cues) and at the governance level (where leaders may be too personally involved to identify the underlying assumptions with any degree of objectivity). In his book Organizational Culture and Leadership , Edgar Schein formulates a formal definition of organizational culture, the essence of which is this: “what a group learns over a period of time as it solves its problems of survival in an external environment and its problems of internal integration.’ This leads us then to a new pair of questions you should yourself ask about your credit union: How much is your organizational culture simply an unconscious by-product of your founders’ or key leaders’ leadership style? And, on the other side of the coin: How much is your organizational culture the result of a conscious attempt to shape its values and assumptions? This last question brings us to look deeper into how credit union leaders can work together to improve their organizational and leadership culture. How Do Leaders Create or Change Culture? If you have been trying to make changes in how your organization works, you need to find out how the existing culture helps or hinders you. Accordingly, you need to determine what assumptions operate within the existing culture. Schein groups assumptions into three basic levels: 1) artifacts—all of the surface things you would first observe, see, hear or feel when you encounter an organization; 2) stated beliefs and values; and 3) basic underlying assumptions—the unconscious, taken-for-granted beliefs and values of the group. In 1983, Schein wrote that when organizations first form, there are usually dominant figures or “founders” whose own beliefs, values and assumptions provide a visible and articulated model for how the group should be structured and how it should function. As these beliefs are put into practice, some work out and some do not. The group learns what parts of the founder’s belief system work and which should be left behind. This learning gradually creates shared assumptions. Founders and subsequent leaders continue to attempt to embed their own assumptions, but increasingly they find that other parts of the organization have their own experiences to draw on and, thus, cannot be changed. Increasingly the learning process is shared, and the resulting cultural assumptions reflect the total group’s experience, not only the leader’s initial assumptions. But leaders continue to try to embed their own views of how things should be and, if they are powerful enough, continue to have a dominant effect on the emerging culture. Board members need to be able to take a step back and reflect on how your organization either challenges (or doesn’t) these assumptions. Be aware that your response will be tainted by your own influence on the culture you have helped to build. This is where an unbiased third party who can remain objective and observe your board’s dynamics may be helpful. If you are trying to examine (or change) your governance culture, you may also find yourself fighting against the organization’s design and structure; organizational systems and procedures; the design of physical space, facades and buildings; stories, legends, myths and symbols; and formal statements of organizational philosophy, creeds and charters. Changing culture can be difficult, particularly because sometimes culture can act as a protective mechanism, with each existing assumption working to reinforce and support the other. If you try to change one assumption in isolation, the others will push back to reinforce the status quo. Assumptions are also driven by the individuals or groups who have influence within the organization. If you want to change the culture, you sometimes have to foster a culture change within your organization’s current leaders, or modify the organization’s core governance philosophy as well as its policies and procedures. While often the most effective, changing the behavior of key leaders can be so hard that modifying the core governance philosophy is often the best opening move. When all else fails, a change in personnel may be required. But there is hope. Change can happen. It takes a focused effort and commitment to the following types of primary mechanisms: what leaders pay attention to, measure and control; how leaders react to critical incidents and organizational crises; deliberate role modeling and coaching; operational criteria for the allocation of rewards and status; and operational criteria for recruitment, selection, promotion, retirement and expulsion. 10 Elements of an Effective Culture Once you and your colleagues—both the board and the senior staff leaders–have effectively recognized and thoughtfully discussed the underlying assumptions driving your current credit union leadership culture, you can turn your attention to identifying any weaknesses or gaps and shape a more effective leadership culture for the future. I challenge you to address each of the following 10 key elements to build an effective board culture for your credit union. 1. Commit to a culture of engagement. Nothing really improves unless the board and senior staff are actively engaged in the process. This means leaders have to do more than just attend monthly meetings and listen. It means they have to do their homework, and be genuinely prepared. It means they have to show up and actively engage in discussions. That way, they can co-create with senior management the future of their credit union. It’s the responsibility of senior staff leaders and all board members to be familiar with the credit union’s key programs and strategic initiatives. It’s also the responsibility of leadership to work together to improve them. To do so, you must be engaged. 2. Join with management to foster a culture of teamwork. There is a lot of literature in the business world on the importance of teamwork, but seldom is it applied directly to boards. Taking a page from Management 101, you and your colleagues must join together to foster a culture of teamwork. And not just among yourselves—be sure to include members of your credit union’s senior leadership. Who else will work with you, shoulder to shoulder, during times of challenge? Evaluate opportunities with you? Celebrate the successes with you? Share the burdens? 3. Build a culture of curiosity. Socrates was recognized by Oracle at Delphi as one of the wisest men on earth because he was a genuinely curious man who was open about what he knew and—perhaps more importantly—what he did not know. Bring your own humility to the board room. Come with an open mind and learn from both your board and senior staff colleagues. Curiosity is one of the most important attributes a director—and a board as a whole—can have. 4. If you are able to develop a culture of curiosity , you’ll likely also foster a culture of learning. You and your colleagues will bring to the table your own personal curiosities and, combined together, you will move in the direction of what Peter Senge, a leading 21st century management theorist, has called a “learning organization.” Indeed, you can then begin to look at board room (and many committee meeting) experiences not through the lens of “necessary data exchange,” but the lens of “collective learning.” Culture is a learned experience and learning models should help us to better understand culture creation and change. 5. To support your learning, you and your colleagues will need to foster a culture of inquiry. You will need to revise the very nature of your board meetings so they encourage a genuine dialogue and exchange of ideas, a culture in which great questions are recognized and appreciated. Gone should be the days of stale committee reports or—worse yet—committee reports that simply mirror the written briefing materials. 6. All this communication requires that CU leaders maintain a sincere culture of respect. Respect does not mean agreeing to everything anyone else suggests. It does not simply mean being “nice.” It does mean deeply listening to—and honoring—other leaders’ voices in the process of decision-making. It also means valuing others’ contributions and knowing the boundaries of the role you each are carrying out. 7. Be mindful that you have all committed your time, talents and expertise to the CU board for the same reason—to be of service. Focus on that commitment. Build a culture of service, remembering that the roots of the CU movement are deep. For more than 100 years, credit unions have been providing quality financial services to their members. Above all else, we are driven as a movement by our commitment to cooperative principles. Voluntary and open membership, member economic participation and rewards are at least as—or more important than—the bottom line. 8. Because you are stewards of other people’s funds and have committed to a culture of service, you and your colleagues should—and will—be held to a very high standard. You will need to, therefore, build a strong culture of diligence. Some components of this part of your culture will be informal. Together you and your colleagues will determine mutually agreed-upon standards and expectations for how you will act and govern the CU. Other, more formal standards will be imposed upon your CU by regulators. In either case, you and your colleagues must pledge that together you will be eternally vigilant on both the formal and the informal standards guiding your decisions and actions. 9. As stewards of other people’s funds, and because as a CU you are committed not only to a culture of service but also to cooperative principles, you must commit to a culture of accountability. Of course, you must hold each other accountable and, clearly, accountability extends to your credit union’s CEO and, ultimately, the staff. You must model a culture of respect from the top-down, the same way you must model accountability. 10. Ultimately what every organization wants to build is a culture of trust. You want a trusting relationship with your members, your staff, your regulators and with the public. It’s the right thing to do and can only benefit your business bottom line as well. In all, building a culture that breeds success for your CU will not be an easy journey, but is certainly one that’s worthy of the effort. Challenge your organization’s long-held assumptions. Commit yourself. Be engaged. Ask your questions. Leave your ego at the door. Respect one another. Hold each other accountable. And do the right thing. Having done so, you will earn the trust that your members place in your leadership! Previous Next

< Back Assessing Staff's Strategic Planning Path Jennie Boden Aug 2, 2017 The challenge is helping front-line credit union folks see the big picture. Should credit union staff members beyond the senior level be included in strategic planning? If yes, when and how will such involvement be most beneficial for a credit union? The diagram at right will help you consider the answer to this question. The board and senior management team should work in constructive partnership to set the credit union’s overarching vision, mission, culture (or values), strategic goals, objectives and metrics (see the items in the accompanying graphic in blue). Work plans (see items in red) are then developed and executed by the senior management team in partnership with the rest of the staff, based on the original work set forth on the vision, mission and culture. There are a few caveats, of course. The senior management team should be recused from some parts of the strategic planning process with the board when (a) the board anticipates that it may need to make a CEO change and wants to discuss it as a part of going in a “new strategic direction”; (b) the board discusses the possibility of restructuring the senior management team with just the CEO; and/or (c) there are important governance issues concerning the board, which could morph into a strategic effort focused on the board or governance-only issues, that they want to first discuss among themselves and (usually) with the CEO. Figure 1: Strategic Planning Elements Including more staff in the visioning process can, at times, be limiting, so the board and senior management team should consider whether this might be an issue. Staff can tend to think more along operational lines, and the purpose of strategic planning at the board and senior management team level is to think, to think big, and to think beyond what is happening today. However, some staff, especially individuals with specialized skill sets and knowledge, could be included at the board and senior management team level of planning, and all staff can and should be included in up-front brainstorming, research and data gathering. Additionally, they are vital to fully developing the more detailed operational work plans (the items in orange) that flow from the board-level strategic goals, objectives and metrics. Finally, they would need to be involved as a vital stakeholder group in the communications effort articulating the strategic planning efforts of leadership. After all, they will be asked to embrace and execute the plan. Previous Next

< Back A Deep Definition of Governance Michael Daigneault Jun 3, 2015 How does your board use its formal and informal authority for the good of the credit union? While there are as many definitions as governance as there are consultants in this world, here at Quantum Governance , we believe that governance ultimately deals with the legitimate distribution of authority throughout a system--whether it’s a country, a corporation or a nonprofit like a credit union. We believe governance is ultimately how organizational leaders use both the formal and the informal authorities vested in them. How they think, make decisions, develop strategy, persuade, develop future leaders, structure their board and execute initiatives. How they communicate with key stakeholders ... with their staff … with their customers … with their marketplace … with their constituents … and even with each other. Good governance also applies to how your board oversees your CEO; tracks its own performance and the CU's results; conducts its budgeting process; allocates its resources; addresses membership or constituent needs; moves in and through its community; adheres to ethics and financial integrity standards. And, yes, good governance is even about thinking in a genuinely strategic manner. There are some who say “good governance” centers on legal issues--bylaws and conflict-of-interest policies--and how an organization’s board oversees its audit process. But at Quantum Governance, we ask our clients to look much deeper, to how well the board is doing on the many aspects of governance outlined above. Previous Next

< Back Does A Divided Vote Make You A Divided Board? Jennie Boden Apr 25, 2023 A divided vote makes you a human board. And it’s what you do afterward that matters most. While most of our clients are credit unions, Quantum Governance also works with a wide variety of other non-profit organizations—foundations, associations and charitable groups, even a small children’s home in India with an annual budget of just $50,000—helping their boards and chief executives level up their governance and strategy. We learn from every organization, adding to the knowledge bank from which we draw for all of our clients. For example, in recent times, a former credit union board chair called to ask if we could help his local school board find its way back to solid ground. This school board, like many others, had experienced wars over masking, vaccines and more that arose during the COVID-19 pandemic. And these experiences had taken their toll. When the school board chair said, “You’re our last hope,” we knew we had to help. And so it was, when in the middle of an offsite with that school board client that a fundamental, universal governance question was asked: “If we have a divided vote, does that mean that we’re a divided board?” It was one of the best, most nuanced governance questions that I’d ever been asked. I share it with you now, my credit union colleagues who serve on the board, because I believe you do everything you can to elude divided votes. I think you loathe divided votes. I think you fear divided votes. I’ve even been told that you refrain from putting what you even think might become a divided vote on your meeting agendas. But have no fear. I’ll share with you the same answer that I gave my school board client in the hope that it will benefit you: “Divided votes do not mean that you’re a divided board. They mean that you’re a human board. They mean that you’re a board made of living, breathing people with different perspectives and different thoughts.” I continued, “Divided votes mean that you feel comfortable enough as a board to have robust conversations and share compelling and, yes, contrary points of view and to support them with your votes.” “It’s what happens after the vote that determines whether you are a divided board,” I said. “Do you speak with one voice?” I asked. “Or do you leave the boardroom still advocating strongly for your position to anyone and everyone who will listen? Or are you respectful of the will of the whole as your board service demands you to be?” While I don’t wish upon any board the contention and divisiveness that our school board client has faced in recent years, I do hope every board will have the courage to wade deeply into robust conversations, the strength to tolerate divided votes, and the respect, in the end, to support the will of the whole. Previous Next

< Back Reimagining Your Board Meetings Jennie Boden Oct 27, 2020 To make your gatherings more effective and engaging, first look at the real reasons boards meet. Credit union leaders everywhere seem to be asking the question, “How do we make our board meetings more effective and more engaging?” To answer that question, I think you have to first look at the real reasons that boards meet. To convey information … sure, but information can be conveyed in an email or a report, too. To make decisions? Yes. That’s easy, and a consent agenda can often do the trick, especially when the decisions are straight-forward and non-controversial. To engage with each other? Yes, to be sure. To build trust among directors and with your CEO. Absolutely. To deliberate and plan for the future. We hope so! And we’re sure that you can identify many more reasons that your board meets… First, it’s important to know that while most credit unions by regulation have to meet 12 times a year, the regulators do not say that every meeting has to be the same . When we share this with our clients, they are often amazed, but it’s true. And knowing this alone should allow you to open your mind to the possibility of change—because we know what you’re doing. You’re likely opening up Microsoft Word, pulling up last month’s agenda, changing the date, changing a few key items and hitting “save.” But no more. You don’t have to be bound by the same old agenda that serves up the same old meeting. You can consider rotating the cadence, length, agenda and, yes, the focus of your board meetings throughout the year. In The State of Credit Union Governance 2020 , Quantum Governance, CUES and the David and Sharon Johnston Centre for Corporate Governance at the University of Toronto found that while respondents say they spend 26% of their time on strategic matters (a percentage we dispute given the number of credit union board agendas and meeting minutes that we review each year!), they think they should be allocating 36% instead. At the same time, credit union directors report spending about 17% of their time on a review of financial results (again, here we think this is largely underestimated!), and they’d like to get this number down to about 14%. But how do you go about shifting the focus of your meetings to better reflect the actual, real reasons that a credit union board meets? Particularly in the face of the great challenge that the pandemic has posed, which has greatly limited, if not completely eliminated, your board’s ability to meet in person at times. In the summer months, when everyone is otherwise focused, consider a brief, one-hour meeting via Zoom during which you can quickly dispense with your fiduciary oversight responsibilities, check on where you are strategically, vote on any important issues coming out of committee (via a consent agenda), and make it to the beach by noon. (You might also consider this during the holidays, when the pressure to get to the beach becomes the pressure to go holiday shopping or at other busy times of the year.) Then, identify those “regular” board meetings that you need to have throughout the year and revise your agendas so that they include more time for strategic discussion and less focus on financial-related matters. Remember, it’s highly likely that your credit union’s professional staff has more skilled financial folks on its team than you will ever have on your board. Your job as a board member is to trust them but verify that what they are saying is correct. Not to do their work. Then consider a few board meetings a year where you meet for a longer period of time to really take a deep dive on a few strategic matters. Maybe hold a three- to four-hour board meeting where you take care of the business first and then spend the rest of the time talking and exploring the future of the credit union or critical questions that are before you. Finally, of course, it’s important for every board and management team to spend considerable time in retreat together each year—a one- or two-day time away from it all where you can plan cooperatively, as constructive partners, for the future of the credit union. All of these count as board meetings. Developing a calendar for your board that incorporates a wide variety of meetings will increase strategic conversations at the board level, ensure that you still keep a critical eye on those important fiduciary matters and, most importantly, keep your board members on their toes and engaged. Previous Next