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< 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 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 Effective Communications in the Board Room Jennie Boden Feb 1, 2019 Key Findings for Communication A great number of the governance challenges that we come across in the work that our firm undertakes with credit unions can be boiled down to matters of communications. Are your board members crossing over into day-to-day operations? Well…have their roles and responsibilities been clearly defined, updated and effectively communicated to them? Are there two or three (or even just one) members of your Board who are coming to meetings ill-prepared each and every month? It’s probably time for your Board or Governance Committee Chair to have a heart-to-heart, one-on-one conversation that may be long over-due. Is the relationship between your Board and CEO riddled with micromanagement, executive sessions and a lack of trust? It’s possible that you stopped having authentic, open dialogue far too long ago. After years of surveying credit union Board members, supervisory committee members, CEOs and senior staff members, Quantum Governance, along with CUES, recently published T he State of Credit Union Governance 2018: Five Data-Driven Recommendations for Future Success (State of CU Governance). There were three key findings relative to the need for more open, trusting communications that both surprised and troubled us. We encourage you to take notice of them and discuss these key findings with your board. If your credit union is struggling with any of these issues, it might be time to polish your own communications skills – individually and as a group. Key Finding #1 : More than 1/3 of the respondents that we surveyed report that their board does only an adequate or less than adequate job of asking the hard questions that need to be asked . Key Finding #2 : Thirty-nine percent (39%) of respondents reported that their board is only adequate or less than adequate at holding each other accountable . Key Finding #3 : And only 25% of CEOs and 27% of senior staff reported that their boards are very effective at building a leadership culture of trust – compared to 53% of supervisory committee members and 44% of board members. So, what’s happening at all of these credit unions? We were recently working with a credit union that received what we would term “Below Average” scores on survey questions regarding “accountability” and “asking the hard questions.” ‘Where do we begin,’ they asked. Luckily for them, their score on the “Trust” question was particularly high — a good place from which to build. They were quick to say that they all got along and worked well together – maybe too well together, perhaps? How many of your board votes are unanimous? Are your Board members held accountable when it’s appropriate? And, how many hard questions are you asking in your board meetings? The mark of a good board is not unanimity or harmony 100 percent of the time. Your job as a board member is to ask good, hard questions. To trust but verify. In a respectful and professional manner. All toward the good of the credit union. Be authentic. Be direct. Be open. Keep your promises. Keeping promises builds trust, and you’ll need to rely on strong relationships of trust while you’re holding each other accountable in the boardroom. Speaking of accountability: hold each other accountable as board members. Ask the hard questions that need to be asked. It’s among your most fundamental roles as board members. Previous Next

< Back The Importance Of A Truly Independent Supervisory Committee Michael Daigneault and Jennie Boden Feb 25, 2020 If you’re shifting to an ‘audit’ committee instead, be careful not to sacrifice independent oversight at the altar of efficiency. We’ve seen an important trend relevant to a good number of state credit unions nationwide. It’s one of those quiet trends that we believe could—in the long run—have significant governance consequences, perhaps for the entire credit union community. It is the transition of a good number of supervisory committees to the form of an audit committee. And with more state regulations allowing such a transition, more and more credit unions are taking the opportunity to make it. While federally chartered credit unions are still required to maintain a supervisory committee, many state regulators have allowed the credit unions they regulate to operate with an audit committee made up entirely of board members, and the number of states (and credit unions) moving in this direction is growing. Further, some federally chartered credit unions, for various strategic reasons, are converting to state charters, thereby opening up the door to even more credit unions making the shift to an audit committee. The difference between supervisory committees and audit committees can at times be significant, and those differences often come down to two key factors: the scope of authority granted to such committees who is appointed or elected to them—that is, their composition Committee Authority Supervisory committees at federally chartered credit unions can exercise certain types of authority over credit union’s leadership, and the National Credit Union Administration’s Supervisory Committee Guide for Federal Credit Unions outlines two key actions a supervisory committee can take, namely: Suspending by unanimous vote any board member, executive officer or credit committee member Calling “a special meeting (by a majority vote) to consider any violation of the: a) FCU Act; b) Rules and Regulations; c) Charter; d) Bylaws; e) Any practice considered unsafe or unauthorized.” This can result in a board member officer or credit committee member being removed. The reality is, of course, that very few supervisory committees take either of these actions—even when perhaps they should. (Sadly, we have witnessed instances when we believe a credit union’s supervisory committee should probably have suspended or meaningfully investigated a board or committee member but didn’t.) The important thing to remember here is that they could take such actions in the interest of the credit union and its members if supervisory committees were properly charted, effectively trained as to their responsibilities and courageously led. The power to suspend or initiate a process to remove “any board member, executive officer or credit committee member” is a rarely used but still meaningful check on credit union leaders from engaging in acts that are unauthorized, unsafe or contrary to established laws and regulations. It is a far from a perfect means of deterring such misconduct, but when carried out thoughtfully and courageously by a determined supervisory committee, it can help save a credit union and its members from disaster. To be fair, some states give audit committees the same authority to oversee board activities as a federal supervisory committee, but some don’t. What happens when an audit committee does not retain the authority to oversee the board? Then one leg of the credit union’s three-legged governance stool has essentially been removed. Only two “legs” now remain: (1) the board (of which the audit committee is now a part); and, (2) management. In such instances, the three-part system of governance-related checks and balances has simply disappeared. This unique authority in the credit union realm to oversee the board may not, however, be the essential differentiator between the two types of committees. The real difference may lie in their composition. Committee Composition Traditional supervisory committees (both federally and state-chartered) that follow the federal credit union model are almost exclusively composed of members of the credit union who are not board members. The exception to this is that federal credit unions may have one board member appointed as a member of a supervisory committee. We find that this does happen sometimes but is not particularly common. In contrast, audit committee rosters are almost always composed of board members. This is often seen as efficient, more harmonious and certainly much simpler. What it gains in efficiency, however, it may lose in objectivity and independence. One must ask, for example, how likely it is that a committee composed of fellow board members will find fault with their own board’s governance efforts or even that of their individual board colleagues. Yes, in extreme cases it may still take action, but remember that’s if—and only if—they are in a state that still grants them the authority to do so. If one of the primary goals of both supervisory and audit committees is to serve as part of a system of checks and balances on board and management, it is little wonder that outright eliminating or even psychologically constraining such a role would result in significantly greater efficiency, harmony and simplicity. Therein, of course, lies the very danger traditional supervisory committees were designed to protect against! Effective supervisory committees play a vital role in the overall governance of the credit union and an adequate degree of independence must be a cornerstone of their design. Be careful not to sacrifice one of the foundation stones of the credit union governance system at the altar of efficiency. Previous Next

< Back Mentoring … Because If We Don’t, Who Will? Jennie Boden Dec 17, 2021 Supporting other women as they advance is important. A year ago September, after Ruth Bader Ginsburg died, I wrote an article for Advancing Women called The Thin, Strong String that Ties Women Together about how successful women have long helped the next generation find their footing and be better able to succeed. I thought of the thin, strong string piece when I heard that—quietly, with no fuss or fanfare—one of my newest colleagues had set about checking in weekly with one of our more junior female staff members. I’m proud to say that Lynette Smith , the recently retired CEO of $131 million TruEnergy Federal Credit Union in Springfield, Virginia, has joined the ranks here at Quantum Governance as a lead consultant, and we are the better for it. Even though the junior staff member in question reports directly to me, I heard about Lynette’s calls to her through the Quantum grapevine. There are times when the grapevine at small organizations can be … well, you know. But this time, I was happy to have heard about Lynette’s kindness in this way. My father used to say that the truest kindnesses are those that you extend when no one is looking. And certainly, Lynette’s regular check-in calls were never intended to be known by anyone else—let alone did she expect that they would surface in this article. But they have. Like most organizations, we’re not perfect. We have our foibles. (Yes, even consultants have foibles too.) But I felt lifted when the grapevine brought me news of Lynette’s calls to our staff member. The thin, strong string that ties women together went from Lynette to our staff member and then to me too. There is so much more work to be done. More mentoring to offer and to receive. More quiet, under-the-radar phone calls to make. And we must all do our part. For the ones that come after us and alongside of us, and even for those who are above us. Because after all, if we don’t, who will? And then I started to think more about that thin, strong string and all the women that I’ve known throughout my career—the women that lifted me up and the women that didn’t. I wondered, what does being a mentor really mean, anyway? The word comes from ancient Greek mythology—a class I skipped more than I attended when I was studying literature at the University of California at Berkeley. When Odysseus left his wife and son to fight in the Trojan War, he placed his son under the care of a man named Mentor, with directions to protect and guide his son. The war was a long one, and Odysseus was gone for 10 years. During his absence, Mentor failed miserably at his one and only job. It was a woman, of course, the Greek goddess Athena, who finally came to the rescue. Impersonating Mentor, she helped to save Odysseus’ son. Athena, the goddess of wisdom and practical reason. The city protectress. The goddess of handicraft and warfare, too. In the Middle Ages, I found in a resource by Roche for this course , the notion of mentoring “’became common practice in the time of the guilds and trade apprenticeships when young people, having acquired technical skills, often benefited from the patronage of more experienced and established professionals.’ In the 1970s, business people and researchers started to recognise ‘the vital role mentors play in the development of corporation executives’ (Roche, 1979).” How many mentors have you had? I mean really, truly good mentors? People who had your best interests at heart, even when you might not have known what your best interests were? And how many of them were women? How many authentic, open relationships with women at work have you had? Was there a woman who was your “protectress?” Or, like another colleague recently shared with me, did the goddess of warfare show up when it was time to present your good idea to the boss? Earlier this year, CUNA published a study that found that 51% of all credit union CEOs and 33% of all board members are women. This is good news, given that only 3% of CEOs and 16% of board members at our nation’s banks are women. But is it good enough? Women make up 51% of our nation’s population , and the 2021 State of Credit Union Governance report, COVID-19 and DEI: Revolution & Evolution in the Credit Union Community , finds that 47% of credit union board members report that gender is a low priority when recruiting new directors. There is so much more work to be done. More mentoring to offer and to receive. More quiet, under-the-radar phone calls to make. And we must all do our part. For the ones that come after us and alongside of us, and even for those who are above us. Because after all, if we don’t, who will? Previous Next

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

< Back Did You Dust Off Your Old Pandemic Plan? Michael Daigneault and Jennie Boden Mar 24, 2020 Key ideas about response oversight and future strategy If you’re like most in this world today, you likely feel like you’ve lived a lifetime in just the last week. I know that we have. As we write to you safely from our home offices, we send well wishes to you and everyone in your circles that you are safe, well and doing what you can to “flatten the curve.” But we also know that you all have immense responsibilities. Personal responsibilities to your families and your loved ones. And professional responsibilities to your employees who are looking to your credit union for stability and, yes, a paycheck. Responsibilities, too, to your members who are counting on you to keep your doors open—or at least your drive throughs and your ATMs—so that when they need access to their funds, you are there. And eventually, they may need even more from you. In 2005, the White House, through the Homeland Security Council, issued the National Strategy for Pandemic Influenza —which addresses the threat and potential impact of a pandemic. At the time the experts issued that document, they were focused on a pandemic resulting either from a flu strain that existed then in birds or another influenza virus. The National Strategy is still very relevant, and it outlines how the government prepares, detects and responds to pandemics of all kinds. It is still in use today. “It also outlines the important roles to be played not only by the federal government, but also by state and local governments, private industry, our international partners and most importantly individual citizens…” It states that the “private sector should play an integral role in preparedness before a pandemic begins and should be part of the national response.” A few short months after the federal plan was released, the National Credit Union Administration issued a guidance letter in March 2016 stating that “credit unions and their service providers supply essential financial services and, as such, should consider their preparedness and response strategy for a potential pandemic.” It went on to say, “The National Strategy addresses the full spectrum of events. The main components of the National Strategy address: Preparedness and Communication; Surveillance and Detection; Response and Containment.” In 2007, the Federal Financial Institutions Examination Council issued its own guidance through the Interagency Statement on Pandemic Planning , which was just updated earlier this month due to the current COVID-19 Pandemic. If you’re like most credit unions, in response to all of this guidance and these recommendations, someone at your credit union prepared a pandemic response plan back then, and put it on the shelf, thinking that you’d never in a million years need it. Well, a million years has come to pass. We spoke just a few days ago with the CEO of a $500 million credit union who remembered that her staff had developed a pandemic response policy some time ago, and they “dusted it off” (her exact words) and put the policy into motion. To her relief, so far it has been working well for her credit union. Some of the specific elements of that credit union’s implementation plan include: Any employee who has remote work capabilities is required to work from home until further notice. (This includes at least one employee from every department, as well as multiple call center employees). All branch lobbies are closed until further notice, with only drive-thru options open. Additional deep cleaning services have been contracted for all facilities. Additional technology has been purchased to support increased remote capability. New member products and services have been created including a new short-term loan product, a low interest rate, no down payments, no documents required, reduced restrictions on skip-a-pay loan program, etc. A communications program has been implemented to reach members via email, social media, website and on-hold messages. The credit union has contracted with CUES Supplier member CO-OP Financial Services , Rancho Cucamonga, California, to provide overflow call center support, if needed. An emergency sick leave policy has been created and enacted. If you don’t have a pandemic response policy, you are likely developing the components of your policy as you respond each and every day to the mounting issues that confront you. Ensure that someone is memorializing the good actions that you take as you move through this crisis so that you can thoughtfully, when we all come out of the pandemic on the other side, translate your actions into a comprehensive, cohesive policy. And very, very importantly, ensure that the overarching framework and strategy of your plan is developed in constructive conversation with your board of directors. Does this mean that the very detailed elements of your plan, i.e., what does deep cleaning mean or which individual employees should be designated to work from home, should be approved by your board? No. But it does mean that the overall, strategic approach of your plan should be developed in discussion with your board and that your board should ultimately approve the key principles underlying your pandemic response plan. If it’s been a while since you “dusted off” your pandemic response plan, consider this template that we’ve crafted and take a look at the National Strategy, both of which we hope will provide some support and direction to you and your credit union’s leadership (board and management alike). Stay well and stay safe. P.S. Be sure that you and your Board are staying up to speed on all of the regulatory updates regarding COVID-19, including those impacting annual meetings and board elections! Previous Next

Taras Nohas Founder & Principal, TN Governance & Strategy Taras Nohas is the Founder and Principal of TN Governance & Strategy and an Adjunct Consultant with Quantum Governance. Taras has extensive board experience and a true passion for credit union governance. In addition to his firsthand experience, Taras successfully completed the Institute of Corporate Directors Program Designation (ICD.D) at Rotman University, as well as Rotman's Credit Union Directors program (CCD). Recognizing the importance of lifelong learning Taras completed his Master’s Certificate in Risk Management and Business Process from the Schulich School at York University and the Executive Managers Program at the University of Alberta. Taras’ career has been marked by continuous advancement and learning and he served as the Director of Strategy at Servus Credit Union. Taras quickly joined the Executive Leadership Team as Vice President Strategy and Governance followed by his role as SVP Strategy and Governance. As an executive team member, Taras worked closely with the CEO and Board of Directors at Servus. Over the course of his career Taras has been a Board member on several for profit and nonprofit boards. In October 2022, Taras earned the Certified Management Consulting designation (CMC), which represents a commitment to the highest standards of consulting and adherence to CMC Canada’s Uniform Code of Professional Conduct. Taras is a native of Edmonton and in his early education, completed a Bachelor of Commerce and an MBA at the University of Alberta. Learn More Back

< 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

< Back The Origin Of Civility Michael Daigneault Mar 22, 2016 Be sure to disagree in an agreeable way. I’ve been thinking a lot lately about the word civility. And unless you live under a rock, you can likely understand why . Frankly there’s a significant lack of it in the public sector. It concerns me, and my guess is that it concerns you, no matter what your party affiliation. What does this lack of civility mean for us as a country? For how we will govern ourselves in the future? What lessons are we teaching our children? What lessons are we learning ourselves? Surprisingly enough, this same word – civility – has been surfacing more and more as we think about our work with credit unions and others in the nonprofit sector. Because I’m a life-long learner, I decided to take myself back to school on the notion of civility itself. The word’s origins stretch back to the late 14th century, when the French used the word “civilite” to denote the “status of a citizen,” and the English translated the word as “courtesy.” But it is the Latin derivative of the word that surprised and delighted me the most – “civitatem” was defined as both “the art of governing” and “courteousness.” Isn’t that perfect? Isn’t that what we all need on our boards – a little more focus on the “art of governing” and more “courteousness?” I won’t bore you with a long list of boards behaving badly, but I would like to share with you a few examples that we’ve experienced recently. We’ve: seen board members texting each other, under the table, in the middle of board meetings; interviewed board members who said they felt like they “had a target on their back”; witnessed others interrupting their colleagues and shouting to get their points across during the middle of meetings; and heard staff describe conversations where board members are approaching them to get the “dirt” on their CEO’s performance. I’m not suggesting behavior like this is rampant or that it exists on all boards, nor am I suggesting that a normal amount of give and take, or even conflict on a board isn’t healthy. It is. In fact, boards that experience absolutely no conflict, or those that are in complete harmony, are just as dysfunctional as boards that are always in conflict (see the graphic at the beginning of this article). There is a balance. Just like in a good marriage, an appropriate degree of conflict is necessary. You just need to be sure that you’re disagreeing in an agreeable way. But even if your board is the healthiest board in the world, our research indicates that there is still room for improvement…for greater civility…to sharpen your focus on the “art of governance.” One in five board members that we surveyed for the 2016 Quantum Governance Compendium reported that their board is doing a less-than-effective job at building a leadership culture of trust, and that same survey reports that less than 25 percent said that they are very effective at asking the hard questions that need to be asked. So, then, what does that mean? Look around you. One in five of your colleagues isn’t feeling the love; a high level of trust is not resonating at the board level. And only one in four of your colleagues thinks that you’re asking the right questions in the boardroom. I know. This post sounds like it’s full of doom and gloom. That certainly wasn’t my intent. But it is a wake-up call. Increase the civility in your boardroom – in the Latin sense of the word. Be more courteous. Sharpen your focus on the “art of governance,” while you push yourselves to have the hard conversations that leading a credit union in today’s competitive environment demands. I am not suggesting that you practice the “art of governance” at the risk of foregoing your responsibilities as a board member or that you should stifle your dissenting opinions to keep the peace. The “art of governance” is not about being nice and passive in your boardrooms. But, don’t confuse strong leadership with being discourteous, unprofessional or disrespectful. The true art of governance is about being in the middle of the bell curve, with a good and healthy balance of open and challenging discourse in an environment where everyone plays respectfully in the proverbial sandbox. Previous Next

< Back Charting a New Direction Michael Daigneault Apr 1, 2016 The roles of leadership in today’s credit unions are changing; specifically, there’s an important new way to think about key board leaders. The ideal role of board treasurer was a recent topic of conversation on CUES Net™ , the CUES-members-only listserve. Without identifying which CUES members were having the conversation, the CUES Net moderator asked for my input, and posted my thoughts back to the list. My thoughts stirred a bit of controversy, and I thought to myself, “Well, good. Let’s have this discussion. Let’s talk about the changing roles of leadership in today’s credit union.” In this article—as I did in my comments to CUES Net—I’m going to challenge assumptions about the role of board treasurer—and the other officers. Get ready. I’ve never been one to shy away from a good old-fashioned give and take, and I think it’s time that we all push ourselves to go beyond the status quo when we think of the board officer positions that are leading our movement into the future. I’ve written and spoken in recent years about the nine key challenges facing the credit union of the future. ( Read about them in my article ). To be certain, you and your colleagues are facing a lot more challenges today than you were a decade or more ago when many of you signed up as board members. So, if the world around you has changed, and continues to do so at a rapid pace, shouldn’t some of our assumptions and approaches to leadership be open to change, too? I think so, and I’m encouraging you to revisit some long-standing assumptions you have about board leadership. Assumption #1 : Boards should never “manage” anything. I love asking board retreat participants if boards should manage. The vast majority of board members (and nearly all CEOs) gasp and respond with a resounding and unequivocal, “no.” So, I continue prodding, asking: “Are there no circumstances under which a board should manage?” I get silence—and blank stares. “None?” I ask. Ultimately, I’ll have one brave individual who will posit that: “Boards should manage their one employee—the CEO.” Another brave soul may offer, “Boards should manage themselves.” And this becomes my opportunity—they are correct! If a credit union board should be responsible for managing its own operations, then it would be logical to consider your chair as your board manager-in-chief. He or she is responsible for the overall, effective functioning of your credit union’s board. Beyond crafting and facilitating your meetings in partnership with the CEO, your chair should ensure that your board is building a healthy governance structure and practices. (Of course, we recommend an active governance committee as an important partner in this endeavor, too.) But, these are just the nuts and the bolts part of the job. The real key to what the board chair does is in fostering and then managing the right culture for your credit union board. Be sure that you and your colleagues appoint a chair who can inspire and engage your board members—one who sets and models high ethical standards, from both personal and professional points of view. It’s also important that he or she work well with the credit union’s CEO—fostering a constructive partnership between the board and senior management. Assumption #2 : The vice chair’s job is boring. Much like the vice president of the United States, the position of vice chair used to be pretty boring. But it doesn’t need to be. What if you reframed the vice chair role as your board learner-in-chief? Yes, of course, this means your vice chair should be learning everything he or she can about the role of the chair should the vice chair be needed in that role some day. It is, after all, the vice chair’s role to be “at the ready” at all times. This means your vice chair should be ready to fill in for short-term absences and the potential long-term replacement of your chair. But being the board learner-in-chief can mean so much more. And it should. To meet the challenges before you, you and your colleagues need to be constantly learning and growing. There is no one better suited to lead this charge toward adopting the culture of a “learning board” than your vice chair. He or she should already be in full learning mode and can be a catalyst to encourage you and your colleagues to actively pursue learning on an ongoing basis. Lastly, you can consider charging your vice chair with special projects or initiatives like being a public spokesperson at key events, coordinating board retreats, designing better board meetings, strengthening the strategic planning process, or even a successor CEO search. The vice chair position lends a level of credibility to these initiatives, which is important, while allowing your chair to keep his or her eye on the overall management of your board. Assumption #3 : The board secretary’s job is to take minutes. (That is, the secretary’s role is even more boring and inconsequential than the vice chair’s!) This is perhaps my favorite board officer position to discuss. I always ask this very simple question: “What is the role of the board secretary?” And there are usually one of two answers given. The first is this: “To take the minutes.” And the second: “To edit and approve the minutes taken by the staff.” Really? That’s it? Boring… But no–that’s not it! For a little inspiration, we needn’t look far. In the corporate sector, the board secretary has a very, very important role. He or she is, as enumerated by the Canadian Society of Corporate Secretaries , responsible for ensuring the integrity of the governance framework, the efficient administration of the company, compliance with statutory and regulatory requirements, and implementing decisions made by the board of directors. There. How does that sound? Boring? I don’t think so. Now, that’s a job I’d like to have as a volunteer board member. It goes pretty far beyond taking minutes, doesn’t it? Make no mistake. You are helping to lead an organization every bit as complicated or sophisticated as a corporation. While a credit union’s structure may be different from its for-profit competitors, the stakes are just as high. And some could argue that the complexities you face as a credit union—with members’ interests and a mission to balance—place even greater demands on your governance structure, policies and practices. Consider your board secretary your board builder-in-chief (or, better yet—your chief governance officer), working hand in hand with your chair to build a stronger board. Your board secretary should be tasked with seeing that your board adheres to organizational policies, as well as national regulations. He or she should also oversee board nominations and a robust onboarding process by chairing the credit union’s governance and nominations committee. And this committee, too, can be charged with working with the chair to build engaging board and committee meetings to effectively carry out the board’s work. Assumption #4 : You have to be a numbers person to be the treasurer. At last we come to the source of the controversy that sparked this article. In my response to CUES Net, I suggested that it is the role of the contemporary credit union treasurer to help fellow board members effectively translate complex financial reports and data into comprehensible and insightful information that can effectively support strategic decision-making at the board level. There was some concern raised that perhaps what I was suggesting was that board members (i.e., the treasurer) might have more experience in the financial realm than the credit union’s CFO. I wasn’t. I was actually trying to make the opposite point. If your credit union board is like most, it’s not made up of financial whizzes and MBAs. It’s made up of everyday people like you and me, representing the membership and, for whom their financial literacy and acumen may have been developed through their service on the credit union board. And if they’re like me, perhaps their eyes glaze over when they see 26 Excel spreadsheets coming their way. I see an effective treasurer working with the CFO and his or her staff—poring over those Excel spreadsheets—to ensure the board receives clearly discernible reports, dashboards, bar charts and graphs, all in an attempt to clarify and deliver the complex financial reports in a manner that everyone on your board can genuinely understand. My colleague shared a story recently that made perfect sense to me. She said that the best treasurer she ever saw was a marketing guy. Yes, you read that correctly. A marketing guy. He didn’t want the job, but no one else would take it. He was the last guy standing. And what made him good at the job (indeed, great at the job) was that he didn’t fully understand the numbers at first, and he kept asking for clarification until he did. And, he was good at communications and visuals, so that was a plus. The joke around the boardroom was that if Jeff could understand the financial reports, anyone could. And they were right. He had them “translated” into a form he could genuinely understand. This helped Jeff—and everyone else on his board! How crystal clear are your financial reports? Can your new board members truly understand them? Or are you still presenting 26 Excel spreadsheets (in the form in which the staff tends to understand them) to your board members and expecting them to read them like a CPA? Assumption #5 : Everyone deserves a chance to be chair. Don’t simply adopt an automatic ascension plan for the board member who “hasn’t had a chance to be the chair yet.” Many credit unions have a practically automatic process whereby directors begin as a regular board member, then become the secretary, then move to treasurer through to vice chair and right on up to chair. Not everyone is cut out to be chair. Automatic ascension provides little to no wiggle room concerning needing a particular person to be chair because he or she has a particular skill set or capability; due to big changes being on the horizon for the CU; or because the board needs to focus in a new direction. Choose the right candidate for the right time, not simply because it’s his or her “turn.” Assumption #6 : You’ll know what to do when the time comes. One of the most important leadership assumptions I can help you challenge is that you will know what to do when the time comes. This relates directly to the notion that you should always have in place a leadership succession plan—and I’m not talking about a CEO succession plan (although I think you should always have one of those in place, too!). Your board and its officers are some of your most important strategic assets. Treat them accordingly. Plan ahead for changes in board leadership—both the kind that can be anticipated and those that cannot. I’m not talking about drawing up a 10-page, detailed plan. I’m talking about outlining the basics, including: who will serve as board officers on an interim basis; what roles certain committee(s) will play; and how the credit union’s CEO may be impacted. Be sure any succession plans are in line with your credit union’s bylaws, which may provide some direction on these issues. Above all, be open to even the idea of change. Here’s an example to explain what I mean: I spent the better part of a recent training arguing the merits of having a board secretary play an increased role within the organization. Really? I could hardly believe it—here was someone before me, arguing against a more engaged, more robust role for a board officer. Arguing against a board volunteer filling a key need within the credit union. Why? Because the secretary was so busy reading and approving all of those meeting minutes? I hardly think so. What’s the downside? I wondered. Imagine the upside… Previous Next

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