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Governance Services We offer a variety of ways to assess your governance employing a combination of the following methodologies: proprietary online survey, document review, interviews with members of your board, supervisory/audit committee, and executive leadership. Additionally, focus groups, meeting observations, member surveys and environmental scans may be added. Governance assessments are scaled to meet your organization’s needs. We can deliver the results of your assessment via an expertly facilitated retreat or a series of in-person or virtual workshops. Deliverables may include a report, best practices tailored to your organization, and a governance action plan. Additional governance services include: credit union industry benchmarking, year-to-year analysis for returning clients, developing a roadmap for growth and pre-merger assessment. Additional Governance Assessment Tools Leadership Culture Assessment & Policy Development CEO Evaluation Peer-to-Peer Evaluations Director Skills Inventory & Director Development Planning CEO Succession Plan Assessment & Development Supervisory/Audit Committee & Other Committee Assessments Board Succession: Assessment, Board Member of the Future Profile Development, Recruitment, Nominations & Succession Plan Development Communications & Information Architecture Study: Reimagining Your Board Packs & Meeting Agendas Contact us to learn more about how we can strengthen the leadership and governance of your organization. Jennie Boden, CEO "One of the most vital governance issues that organizations are faced with today is the evolution of their governance policies, practices and systems as they grow. We've found that -- as one CEO put it -- many have been 'working with their Boards, but not on their Boards.' While the organizations (including the Management) are growing and evolving, so, too, must an organization's governance."

< 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

Lynette Smith Chief Engagement Officer Lynette is a celebrated and long-tenured former credit union executive. Through her work with Quantum Lynette can be seen at countless conferences and industry events connecting credit union leaders with governance and strategy support services, expertise, and resources. Lynette retired as the President/CEO of TruEnergy Federal Credit Union before teaming up with Quantum. She was recognized by NAFCU (National Association of Federally-Insured Credit Unions) in 2011 receiving its CEO of the Year Award and enjoyed a long career at Treasury Department Federal Credit Union where she served for 19 years as the Vice President/ Finance and Administration, Vice President/ CFO, Vice President/COO and Acting CEO. Lynette is a 25+ year CUES member and in March of 2021, she was inducted into the African-American Credit Union Coalition (AACUC) Hall of Fame. Lynette served on the Board of the AACUC and has also served as Chairman of that Board. She is a founding member of Credit Union Women’s Leadership Alliance (CUWLA) and continues to mentor other women and CEOs. Lynette was recently appointed to the Supervisory Committee of Educational Systems Federal Credit Union. Lynette has a B.S. in Accounting and graduated cum laude from Morgan State University where she was the first President of Delta Mu Delta Business Honor Society in 1978. Lynette lives in Maryland with her husband. Back

< Back Are Women Better Leaders? Jennie Boden Sep 24, 2021 They are when they act with humility, self-awareness, self-control, moral sensitivity and kindness. I just finished an interview with the female CEO of a fairly large credit union. I love conducting interviews. It’s my favorite part of my job, and luckily, I get to conduct a lot of them. As president of consulting services at Quantum Governance , I’ve probably interviewed thousands of credit union board members, supervisory and audit committee members, CEOs and members of senior management. And each time, I learn a lot. During this interview, the CEO was talking about adding her opinion in the boardroom on a sensitive topic. She stopped mid-sentence and stared off into space for a minute. (We were, of course, on Zoom.) I pushed her just a bit, inviting her return: “What are you thinking?” I asked. “I’m wondering how much I can say, how much I should say,” she replied. “What’s the right balance for me to share in the boardroom?” I paused before I spoke. “I can’t imagine a male CEO ever pausing, even for a minute, to ask himself that important question,” I said. And I do think it’s an important question. There’s a lot of data out there that suggests that women are currently better leaders than men. For example, this article in The Washington Post reported that countries led by women “suffered far lower death rates” than those led by men during the first wave of COVID-19. A study by Pew Research Center found that while most Americans find few differences between women and men in terms of leadership, women are perceived as more compassionate, empathetic leaders. A recent Forbes article reported on Gallup data that suggests that “in 1953, 66% of Americans preferred a male boss—today the figure is 23%.” The author of the Forbes article, Tomas Chamorro-Premuzic, asks the million-dollar question: 'If women have more potential for leadership, then why are they still the minority group among leaders?' - Jennie Boden via X (formerly Twitter) That same Forbes article also cited studies demonstrating that among the central qualities that “make leaders more effective, women tend to outperform men. For example, humility, self-awareness, self-control, moral sensitivity, social skills, emotional intelligence, kindness, a prosocial and moral orientation are all more likely to be found in women than men.” And that’s what the CEO I was interviewing was demonstrating as she paused and considered her next steps: skills that make leaders more effective, such as humility, self-awareness, self-control, moral sensitivity, social skills, emotional intelligence. Yet women often don’t get much credit for applying their winning leadership characteristics in the boardroom or in executive roles. The author of the Forbes article, Tomas Chamorro-Premuzic, asks the million-dollar question: “If women have more potential for leadership, then why are they still the minority group among leaders?” Charmorro-Premuzic answers his own question by saying that employment choices are made more based on “ style rather than substance , so we pick individuals for leadership on the basis of their confidence rather than competence, charisma rather than humility, and narcissism rather than integrity. … The typical leader is not known for their humility or competence, but arrogance and incompetence.” Now, clearly, this isn’t always true. Some boards value humility more than charisma when recruiting new directors or hiring a CEO. And I’ve met many male CEOs and C-suite executives (within the credit union community and outside of it) who fully embody substance over style. I’m lucky to say that I work for one. And of course, men, too, can demonstrate self-awareness, self-control, emotional intelligence and all of the rest. Yet female leaders with substance, humility and competence still have a harder road to top roles. Chamorro-Premuzic suggests that this has to do with maintaining the status quo. I think he’s right. But even if it’s just a little bit true—this maintenance of the status quo, we all need to work together to shift this paradigm and begin to value even more substance over style and humility more than charisma. -Jennie Boden, via X (formerly Twitter) Fortunately, some significant inroads are being made in the credit union community. CUNA recently reported that 52% of credit union CEOs are female, compared to only 3% of bank CEOs, 5% of top leaders in commercial banks and 6% of chief execs in Fortune 500 companies. And having a substantial representation of women in the top job is not just common among the smallest credit unions anymore: At credit unions with between $1 and $3 billion in assets, more than 14% of the CEOs are female. Great. Good for us. Truly, that’s good for our community. But even if it’s just a little bit true—this maintenance of the status quo—we all need to work together to shift this paradigm and begin to value even more substance over style and humility more than charisma. Because we want our credit unions—as they pursue their mission to be people helping people—to be led by the best possible leaders. Previous Next

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

< Back 'Quantum' Board Engagement Michael Daigneault Jul 22, 2014 Six questions to help you more fully get your board engaged The board meeting is a good place to start working on board engagement, as I discussed in my last Good Governance column . However, you’ll need to go well beyond the board meeting experience to really make headway on director engagement. At Quantum Governance, L3C , we recommend answering these six key questions to help you more fully engage your directors in their work toward fulfilling the mission and vision of your credit union: Are your directors emotionally connected to your mission? The roots of the credit union movement are deep. For more than 100 years, credit unions have been providing quality financial services to their members. Are your directors aware of and committed to the cooperative principles that drive the movement? Are they committed to democratic member control? Voluntary and open membership? Cooperation among cooperatives? Do your directors understand what they can do to help? Does each board member have a sense of the value that are contributing? But for their active contribution, how would the work of the board and credit union be less? This question also reflects on the very purpose of board meetings and how their agendas are crafted. Don’t just focus on telling or reporting – this tends to foster a type of passive oversight from your directors. Are they working at the appropriate skill and ability level? Nothing dampers someone’s interest more quickly than feeling like they’re either over- or under-whelmed with the task at hand. Be sure your directors are adequately briefed and appropriately assigned to the right committee or taskforce, one that matches – and engages, their interests, skills and abilities. Are you sustaining their involvement throughout the year? This question extends beyond your monthly meetings. Are directors actively engaged between board meetings? Are you exposing your directors to other aspects of your credit union’s business? Are they attending outreach and community events? Are they serving as enthusiastic ambassadors and representing the credit union with real pride? Do you and your colleagues challenge yourselves to improve everyone’s performance? Not surprisingly, the notion of continual learning and improvement is often a key to sustained engagement. Stagnation begets stagnation. This is particularly a key issue in the credit union community where board turnover takes place slowly. As such, it is even more important for you and your fellow directors to participate in a regular process of self-evaluation and improvement. Is your leadership constantly building the web of relationships you need to succeed – both internally and externally? Focus on the resources available to you and your directors – from members of your senior management team to community resources and national educational resources like those offered by CUES. There are about 7,000 credit unions in the United States and more internationally. It’s safe to say you are not alone in your experiences and questions. Reach out. Actively engage, share what you have learned and keep learning from others. The rewards will be plentiful – for you – for them – and for your members! Previous Next

< Back The Concept of ‘Constructive Partnership’ Caitlin Hatch and Michael Daigneault Dec 23, 2019 Collaboration, more than control, fuels today’s high-performing boards. The Quantum Governance team has had the opportunity to work with a great many credit unions throughout the U.S. and Canada—often with the core objective of improving the working relationship between the board and the CEO (including the members of the senior management team that report directly to the CEO). Frequently we are asked, “Is there an approach towards credit union governance we should adopt to best achieve this vital goal?” For most, we recommend adopting the framework of a “constructive partnership” between the board and the CEO/senior management team. One of our clients recently challenged us to define what we mean by a constructive partnership and put it in writing. This blog is the result of that thoughtful challenge. Origins of the Concept of ‘Constructive Partnership’ The concept of a constructive partnership was first developed by Richard Chait, Ph.D., a nonprofit governance expert at Harvard University. In his book Governance as Leadership , Chait suggests the best way to frame the relationship between a board and CEO is by focusing primarily on effective collaboration, rather than on effective control (as is the case with the Carver model of “policy governance”). The ways in which the board and management are effectively collaborating, fostering a leadership culture of trust, executing fiduciary oversight, crafting strategy together, offering mutual support and—yes—holding each other accountable to further the organization’s mission is what we (and Dr. Chait) mean by a constructive partnership. The Central Question The central question that the constructive partnership governance framework attempts to answer is this: “How can the board and the CEO (along with the senior management team) work together most effectively while still observing their respective areas of authority to achieve the credit union’s vision and mission?” The keys to success are in effective teamwork, genuine collaboration and mutual accountability, with both the board and CEO creating maximum value to move the strategic goals of the credit union forward. Within the constructive partnership between boards and management, boards retain the primary legal responsibility for governance—the proper exercise of ultimate authority—of their organization. Boards also exercise organizational oversight and ultimate policy setting. They properly delegate to the CEO and the senior management team the responsibility for managing operations, personnel and day-to-day organizational resources. As the BoardSource publication The Source: Twelve Principles of Governance That Power Exceptional Boards notes: While respecting this division of labor, exceptional Boards become allies with the CEO in pursuit of the mission. They understand that they and the chief executive bring essential, complementary ingredients to the governance partnership that, when combined, are greater than the sum of their parts. Exceptional boards recognize they cannot govern well without the CEO’s collaboration and that the CEO cannot lead the organization to its full potential without the board’s unflagging support. This central governance “partnership relationship” was further developed by the work of Ram Charan—co-author of Boards That Lead and probably the leading governance expert in the world today. Charan’s framework emerges from the central question: When is it appropriate for a board to “(1) take charge, (2) partner or (3) [delegate]”? Similar to Chait, the focus of Charan’s work is that the board and the CEO should work strategically and collaboratively as a team for the good of an organization and its mission. There are, according to Charan, appropriate situations where (1) it is the board that should take charge and lead, such as in the choice of the next CEO. There are also circumstances in which (2) the board and senior management should thoughtfully and consciously work to actively partner with each other, such as in the creation of an organization’s vision, mission and strategy. Lastly, there are significant areas in which (3) the board should delegate appropriate management authority to the CEO and his or her team, such as in nearly all tactical, personnel, operational and execution matters. One way to think about the strong partnership focus of this framework is to reflect upon how a doubles tennis team works together. Consider Venus and Serena Williams, each superb individual tennis players, but also exceptional as a doubles team. When they are playing together, each must work to perform individually, but also bring out the best in her partner, so that the team can overcome any and all challenges it faces. The benefits of a constructive partnership model emerge even more clearly when one considers the alternatives. What if the board alone took on the responsibility of determining the credit union’s strategy? Then the CEO/senior leadership team would not be able to contribute their expertise, and they would be significantly challenged to fully understand and effectively implement the board's identified strategic goals. On the other hand, if the CEO and the senior management team developed the strategic goals without the board’s input, they would subvert one of the central roles of a credit union board—being meaningfully involved in helping to set the direction of a credit union. They could also potentially take the credit union too far down a path not supported by the board, creating significant conflict at the leadership level. The constructive partnership model calls for the board to take a strong partnership role as a strategic thought leader and visionary, in true collaborative partnership with the CEO and his or her team. Together, they must work effectively to determine the best path forward for the credit union, its members and the communities where the credit union operates. As such, the two must work closely together to consistently foster the quality of the board’s composition, knowledge and discussions to ensure the entire leadership team can be effective partners to move the vision and mission of the credit union forward. 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 Start Onboarding Pre-Election Michael Daigneault Nov 24, 2015 Eight steps supporting new board members' success Many credit union boards think the new director onboarding process starts when new board members have been elected to serve. But really, the key to building an effective onboarding program is not to wait for the election to take place. Just like board meetings run best when advance work is done to set them up for success, onboarding of new directors is greatly facilitated by steps boards can take before your members elect new directors. Consider taking the following key steps before the board election: Develop a matrix of your “ideal board” for achieving strategic goals. Create a skills matrix outlining the attributes and skills your board members currently have. Then, create a separate matrix showing those skills directors will need to carry your credit union successfully into the future. Be sure to do this with your strategic plan in mind. Identify board composition gaps. Compare your board’s current skills matrix with the skills matrix of your future, ideal board. What weaknesses do you see in your current board? Conduct a gap analysis. What attributes or skills are limited – or missing? Identify potential board candidates. Given the gaps you identify in step 2, what types of directors should you actively seek? You can even consider looking beyond existing credit union members and recruit board members from the community. Remember, they can always join the credit union, and they might add real value to your efforts. Involve, engage and educate potential directors. Show them the love! Ways to bring potential directors into the fold might include having them be a part of an associate board member program, or inviting them to a local community event. At the very least, you will want to be sure they visit a local branch and meet with the CEO and some of your credit union’s best and brightest staff. Do a background check and talk to references for potential board members. Remember, your potential, new volunteer will be responsible – legally and financially – for the credit union. Do your due diligence. Gauge the prospective director’s level of Interest. Here’s where you can begin to introduce your potential candidate to your other directors. Begin to take his or her pulse more formally to gauge his or her interest in candidacy. Confirm the potential director’s interest in and willingness to serve. Have a candid conversation about what time and knowledge is involved. Talk about the risks, too. Formally invite the potential director to stand for election. Here’s where your hard work pays off. Make the ask. If your candidate agrees to run—and is ultimately elected—you’ll need a process in place for orienting him or her to the work of your board. Previous Next

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

< Back RIP RBG: The Thin, Strong String That Ties Women Together Jennie Boden Sep 21, 2020 Our foremothers paved the way for us; now we pave the way for the women now coming of age. This was written by the author Saturday morning, after the passing of Ruth Bader Ginsburg. I’ve been thinking about all of the stories of the strong women in my family today. This day. The day after Ruth Bader Ginsburg has died. I come from a line of very strong women. My grandmother, Ora, died when I was very small, but I’ve seen pictures of her. She was tall, broad and her hands were well worn. My mother and her sisters used to talk about her with fear and awe and love in the same breath. When Ora was raising her family, which included my mother and her two sisters, a cousin who was developmentally disabled and “the boarders” as my mother used to call them. It was the Great Depression, and she did whatever it took. Sometimes that meant moving from abandoned house to abandoned house, where they would crawl in through an open basement window or maybe it was a window that my grandfather, whom everyone called Hap, broke. Yes, they were squatters. But, if you listened to the Hathaway girls, as my mother and her sisters were known, it was all a great adventure. When the Hathaway girls grew up, they had babies. Lots of them. There were a few boys sprinkled in here and there, although not in my family’s case where four daughters were born. Our family has always been female-centric. My mother’s strength and certitude about who she was and how she would move through the world as a woman was formed during her childhood—coming home after school to find the family had moved one day from the house on Magnolia Street to one a block over on Maybrick—and later as a 20-year old mother when her first-born daughter, still an infant, came very close to dying. Toward the end of her life, she cared for my father as dementia took him and their love story faded slowly and painfully. As the country mourns the passing of Justice Ginsburg and honors her legacy, I’ve been thinking about all of the women who have come before us in all of our families, in all of our circles, in all of our workplaces, and in all of our communities. All of the women who have made us who we are. All of the women who have made things possible for us that we never knew were once impossible. I’ve been thinking about the thin—but strong—string that ties all of us together as women. I’ve been thinking about the paving they did for us. And the paving that we must do now for others. And about the paving that I will continue to do in memory of my grandmother, Ora, my mother, Katie, and the Honorable Ruth Bader Ginsburg. Previous Next

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

< Back No Higher Calling Michael Daigneault Nov 25, 2014 The challenge of effective CEO evaluation It never fails—when I’m with a group of board members (which is very, very often) and I ask “What are your core responsibilities?” someone will always say, “to hire and fire the CEO.” And yes, I suppose at a very basic level this is true. Perhaps there is no more important decision a typical credit union board makes than in the hiring of a CEO. There is, of course, so much more to developing a successful relationship with a credit union CEO than in his or her hiring and firing. If you were to think back over your career and consider the best mentors you had—the ones who were able to elicit from you your finest moments as an employee—certainly you would consider their contributions to your career far beyond the moment they hired (or even fired) you. Indeed “CEO support and oversight” (not solely hiring and firing the CEO) is a key board responsibility that Quantum Governance focuses on. (The others are governance and leadership; performance and results; strategic thinking, learning and planning; budget and resources; membership and community outreach; and stewardship, ethics and financial integrity. On the whole, my colleagues and I sometimes worry that credit union directors spend too much time focusing on fiduciary and operational- related matters. Ideally, we would like to see you talk a bit more at the strategic level in the board room. However, one area where we do see a great deal of variability--and perhaps a greater need to focus at the fiduciary level—is in the assessment process of the CEO. What does an effective or “constructive partnership” between the board and your credit union’s CEO look like? That is, what kind of relationship do you have—and will you forge in the future—with your CEO? What are the appropriate operational and strategic boundaries? How, in the big picture, can you help your CEO be even more effective? What goals should you set for your CEO? Should your CEO’s goals be the same as the goals of the credit union as a whole—or should there be goals unique to him or her? Ultimately, what type of process is appropriate to provide an effective CEO assessment? There are real challenges in the answers to these vital questions. In Quantum Governance’s work, we assess credit union boards nationally, and less than 30 percent of board members we’ve surveyed think they effectively establish performance goals for their CEO. And only slightly more (35 percent) think they are effective in holding their CEOs accountable for such goals when they have been established. If my math is correct, that means only about 10 percent of credit union boards perceive they are effectively holding their CEOs accountable to an agreed-upon set of performance goals! To maintain a truly effective constructive partnership with your CEO, a board must thoughtfully and collectively work to build, foster, maintain and improve the relationship. A regular and genuinely valuable assessment process of the CEO is vital. It can provide: a more objective and comprehensive analysis of your CEO performance, a higher degree of focus on key credit union goals, efforts, and initiatives, an in-depth look at important leadership strengths – as well as challenges, a means for your credit union’s leadership to get “un-stuck,” a way to reframe key governance, leadership and strategy issues, baseline data to measure future efforts and progress, and new ideas, insights and ways to move the credit union forward. And yet, sadly our surveys show that a third or more of credit union board members feel they are doing an “ineffective” or only “adequate job” of using a quality process that allows all board members to provide input on the CEO’s evaluation. Such a process is a vital element in maintaining a good relationship with your CEO over time. In addition to ensuring that all board members have an opportunity to provide input into the CEO assessment process, here are other options to seriously consider: For example: 1) you could also ask your CEO to complete a CEO self-assessment tool aligned with the question set board members use to provide feedback; (2) you could ask for 360-degree assessments by direct reports to the CEO; and, in appropriate instances, (3) you could ask for mentor or coach assessments of the CEO. The immediate goal is to provide valuable feedback to the CEO that accurately assesses his or her efforts and gives genuinely helpful guidance to improve overall performance. The ultimate aim is to build an effective partnership that will help your CEO and, through his or her efforts, actively assist the credit union and its members to succeed. In many respects, there really is no higher calling before you as a board. Previous Next