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Protect Your Board Meeting Time & Agenda Like a Mama Bear!

The time at the board meeting should be carefully thought out and protected as the limited and valuable resource that it is. Boards that meet once a month for about two hours need that time focused on the most strategic and the most valuable items. Not on operational details, updates and review (rear view mirror) items. 

by Kevin Smith

That’s right! Like a mama bear protecting her cubs. That’s how fierce you should protect your board meeting time and agenda. Modern credit union boards that I work with generally meet for a couple of hours once a month. That’s not a lot of time. Boards need to use that time very wisely. It’s a scarce resource. The idea that things have become more complex is so commonplace that it’s an overwhelming cliche now. But it’s true, which makes the need to protect the agenda and the time all the more critical. Don’t let “busy work” get in the way of “important work” and discussion at the highest level.  

What Happens a Lot

When we survey boards about board time use (“Do you focus on what’s important and strategic?”), we get a regular “oh, yeah, sure we do.” But what we observe, and what the one-on-one conversations tell us is about the amount of time spent on the trivial, the operational, or on the distractions. We witness it first hand often enough, too often. There’s a lot of good intention here. But also a lot of slippery slopes about what’s important. 

Many board meetings are taken up with updates on projects, or extensive reviews of last month’s or last quarter’s numbers. There’s time spent reviewing policies and updating them. All of this is required by the board, and it’s necessary work. But does it need to happen during the limited time of the board meeting? (Pssst… the answer is “no” unless there are concerns or discussion needed.) CEOs and CFOs spend an awful lot of time giving verbal updates during board meetings, taking up valuable time for strategic discussion. (See below.) 

Often, board members aren’t as prepared as they should be for meetings. This results in people needing to rehash or explain things, taking up valuable time for strategic discussion. 

What Should Happen

First things first: adopt the consent agenda if you haven’t already. It seems like most have done this. It’s a huge time saver and it keeps things focused. However (comma) this only works if everyone does the preparation and the pre-reading. If members aren’t fully prepared for the consent agenda, then in reality you are just skipping things. You must hold each other accountable for coming prepared. 

Do as many pragmatic things as possible in between board meetings. Use your board portal and electronic tools as much as possible. (Again, hold each other accountable for doing this.) There’s a lot of review that directors do via the portal electronically before the board meeting. 

Have the CEO and any other staff members giving an update record these updates via video. (No, don’t have them write these updates because it will take them too long and you’ll doze off while reading them.) Make sure that you communicate to them that these videos should be casual, that they don’t have to be rehearsed or take too long. This should be the same thing they’d do in the meeting, just done ahead of time. Board members MUST review these and send their questions before the board meeting. (Accountability!) 

Structure your agenda so that the strategic discussions come early and have time allotted for them. There’s nothing worse than having several updates, or pragmatic issues “run long” and take up the time of a strategic discussion and cut it short (so that the meeting can be done “on time.” 😕 )

What Isn’t Going to Happen

Things aren’t going to get easier. They’re not going to get less complex. They aren’t going to suddenly take less time. But you CAN protect the meeting time and the agenda for the best work. 

If this all sounds like a lot of work or too much work, I’m not going to mince words: then this isn’t the right job for you. (Yes, it’s a job, even if it doesn’t pay anything.) Credit union board work is harder and more complex than it used to be, requiring the right kind of skill, focus, and, yes, time. We can not expect things to be like they were in the “good old days.” 

Let’s face it – strategic discussion is the most rewarding work of the board. You can structure things so that they’re as efficient as possible. You can hold each other accountable for doing the work in the best time and place. And you can improve the performance of the board. We all need to aim high. It’s a fabulous job worth doing. Our members need us. 


P.S. 

Check out the interesting results from last month’s poll about Boards Behaving Badly! It was interesting to see how spread out the results were. None of these personalities seems significantly more pervasive than the rest. As of this writing we had 96 respondents. Go ahead and keep adding to it! Make sure you check as many as you need and click the “Show Results” button on the bottom. 

As always, we encourage you to leave comments. 

Boards Behaving Badly

We’re doing things a bit differently this month. It’s time for some audience participation. Click on every example of board bad behavior that you’ve experienced. And fill in any that we missed below or in the comments. We hear about a lot of these privately. But we don’t hear about these being called out and addressed. That’s a problem. 

Make sure you click the “Vote” button at the bottom. You’ll be able to see the results as well. 

 

So, how do you tackle these behaviors? Yes. Some of these are worse than others. This is a governance issue … for the whole board. Sure, we’d like to see the chair handle some of these with private, one-on-one conversations. But you’ve heard me harp on it before: written policy to address norms and expectations requires the board to discuss, then vote. It’s then easier to talk to an individual about these issues. (But I’ll also point you to last month’s episode about being too nice in the board room, which can be deadly.)

One of our readers suggested this approach should address things like the definition of a “prompt” response to an email or voicemail. Yes, these things sometimes need to be spelled out. People have different definitions. Our characters above, like Ivan Idea and Mum’s-the-Word Mary, don’t see a problem with what they’re doing. Calibrate!

“Nice” Can be Deadly for a Board

 

Nice Can Be Deadly to a Board

Midwest Nice, Board Culture & What to Do with Evaluation Results

Great board culture is more than simply having everyone “get along,” and having good discussions. It requires mutual accountability, a culture of ongoing learning, and increased complexity. Boards that want to thrive must move past old school habits of collegiality and evolve to higher performance.

By Kevin Smith

 

When I ask board members how things are going in the boardroom. Mostly I hear about how well the board members and the staff get along. Now, I presume that everyone is familiar with the concept of “Midwest Nice,” but just in case you’re not, or you need a good refresher, have a look at Charlie Berens’ work here. I grew up in Ohio and live in Wisconsin. I’m steeped in Midwest nice, which has many, many wonderful aspects. But here’s another truth: Nice can be deadly for boards.

The Irony of Collegiality

Yes, there’s a healthy dose of irony here to deal with. Of course we want and need directors to be collegial, and to get along, and to enjoy working together. But this goes too far when the result is a lack of accountability.

The Boardroom is Tricky

We already know that the boardroom can be a tricky space. There is no hierarchy in this space, no boss. (I’ve talked to a few of you board chairs that really believe that you are the monarchs of the board. Consider this a less than gentle reminder that you’re wrong about that.) The board is a group of equals set out to represent the membership, to set strategy, and provide oversight. No individual director has any authority outside of the collective decisions made by the board. This is our superpower, but not without some kryptonite. Most of us don’t come to this setting with great experience in governance and collective decisions. Most of us come from backgrounds with ingrained hierarchies. This can be a problem in holding each other accountable. This is where my struggle with Midwest Nice comes in.

Two examples that I’ve come across:

  • At ABC Credit Union, everyone on the board and management team knows that board member X is not up to the task. But board member X will continue to be on the board because it’s an issue that no one has confronted or dealt with.
  • At XYZ Credit Union, the board is dedicated to improving board diversity, they have a strong set of policies and high expectations for directors for engagement and ongoing education, etc. The problem is that “many board members don’t know when it’s time for them to step down of their own accord.” But they don’t want to have term limits. They just want people to “know.”

I could write down dozens more examples. Directors who fall asleep. Board members who are clearly not prepared. Those who ask questions that are waaaayyy off topic and cannot be reigned in. (Feel free to comment or to send me your versions. I love these stories. I believe in the power of the cautionary tale!)

Too often, it’s the wonderfully human “nice” in us that prevents these circumstances from being dealt with. That coupled with the structure of this group of peers makes us not to deal with anything that feels like confrontation, particularly among equals. This version of “nice” also prevents people from speaking up, and for festering groupthink. Nice can be deadly to a board.

This isn’t about confrontation. This isn’t about being mean. This doesn’t have to sour the tone of the boardroom and make people less friendly. This is about accountability and making sure everyone is doing the job to the standard that is required for a modern board, to the board’s expectations. And in the board setting, that means putting systems and policy in place to create the guardrails.

How To Do This

Written Policy. You’ve heard me say this before, and I’ll keep harping on this: write it down as policy. The board has to ratify policy with a vote. When it’s codified, everyone has a tool for holding each other accountable. It’s not personal; it’s about the policy that we agreed upon.

Board Evaluations. Again I will repeat myself. Annual board evaluations can be a tremendous help in this regard. I’ve been beating this drum for years. Still there aren’t enough boards incorporating evaluations. Part of this is that it can feel like confrontation and a lack of “nice.” I also have a word of caution for those of you who ARE using board evaluations. (First of all, kudos to you for doing it. Really!) Make sure you’re doing something substantive with the results. Evaluations are not just for patting yourselves on the back for a job well done. This is for finding ways to improve and identifying those areas. Ergo, you must follow up the evaluations with an action plan for improvements.

(True story: I once went through a stack of almost ten years of evaluations from a single board. Without fail, one board member is highlighted year after year for his lack of preparation, his constant comments about operations, sleeping in board meetings, etc. Yet, he’s still on the board.)

Evaluations don’t mean anything if you don’t use them for improvement. But the tendency is to use defer to “hope” in the evaluation report. That is, to “hope” that particular board members will see themselves and their failings in the report and self-correct. That does happen, occasionally, rarely. The better approach is to use the evaluations as the tool, the catalyst for human conversations in the interest of improvement. “What can we do to be better?” Which must be followed with a written action plan.

There’s a lot of talk about culture in organization and in board rooms. Creating culture is an ongoing effort with no finish line. My experience tells me that the culture in board rooms is entrenched and slow to change even with the most strident of efforts. It can be done though. My struggle is with wanting a too vague notion of “culture” and hope to solve problems that arise as part of “nice.” And for people to just “know” (as a result of that robust culture) when it’s time for them to step down, or to change their habits. Again, it can be done. What I’m saying is that tools like written policy, and evaluations with action plans, among other things are part of that culture building process that provide guardrails for accountability. This approach can maintain the “nice” while pushing the board forward.

The expectations for credit union boards is not going to go down. Our responsibilities are too significant and increasing in complexity. This requires evolution and progress from everyone including the board.

And finally, before I sign off, make sure to tell your folks I says “hi.”

The Board of Director’s Education Policy

Ad hoc or lassaiz faire approaches to director education are no longer good enough. The board must have a formal approach, codified into governance policy. The benefits are many: transparency, higher expectations, tracking and accountability among others. The credit union world is complex, requiring directors to have ongoing education to keep up.

By Kevin Smith

Do you have a formal, written policy that covers the education requirements for directors and committee members? (Some of you do. I’ve seen them. Great! But you’re not totally off the hook yet.)

Tone in the Room

At one credit union, I asked about director education. There was no written policy and the approach was only verbal, “If there’s a conference you’d like to go to, just come and ask.” And I never quite got clarity about who was asked. The chair? A committee? And it felt a little like a kid coming to ask a parent to go to the movies. As a result, some people went to conferences, others never did, and never asked. And that was the end of it.

At other credit unions that I have visited, I’ve witnessed a “culture” of training and education, and a general “expectation” that directors and committee members would attend training. Which was working out okay, because people talked about it regularly and that set the general tone of the organization. But the only formal part of this approach for many is the conference fee and travel budget allotment. This is better, but not good enough for our times.

Write it Down

It’s time for boards to have a formal, written governance policy that addresses the training and education expectations for the directors. Directors should discuss this, like everything else, and come to agreement about what this means, beyond a dollar amount.

The education policy should set the expectation that every director or committee member will be required to do some training and education each year as part of board service.  Ideally, this program is customized to the experience and background of each director. But it is also a good idea to establish a standardized curriculum for new members. This approach helps guide their entrance into the industry, speed their onboarding process, and it takes some of the decision-making complexity out of the rookie’s hands, making this easier.

Getting Buy-In

By writing this down, the board must have discussion and buy-in, enough to get the motion passed. This buy-in is very important in establishing a standard and expectation. The written piece then becomes a way to hold each other accountable for doing the work of professional development. A verbal, and cultural “expectation” is not enough. Too often this can be sidestepped, ignored or misinterpreted.  

This is also valuable for new directors. This establishes the tone formally. Newbies know clearly what they are expected to do. The alternative is generally that new directors spend a year or more “absorbing” the prevailing culture and fuzzy expectations. (We don’t have time for that anymore.)

Setting Expecations

So what are the expectations? Well, like all fun things, the answer is “it depends.” And it needs to be customized. I’ve seen this handled in a variety of very effective ways.

It could be:

  • Everyone goes to at least one conference, local or national.
  • A minimum number of directors go to GAC every year.
  • Requirements to go to the state league annual meeting, or acceptable substitute.
  • Require a certain amount of course work online to “earn” the travel and training budget for conferences.
  • A standard list of sanctioned credit union related events as options. (Pre-approved)
  • Events beyond the pre-approved list need to have a clear rationale and an outlined benefit to the director’s service. (Don’t overly limit what a director can pursue, but ensure the connection and value. For example, I’d love to see more chairs taking courses in facilitating difficult conversations, which is not on the CU conference agenda. But the local university or training group may be offering outstanding options.)

This list could be endless. But the bottom line is that each director should pin down what training they will pursue each year. It can be flexible.

I’d like to say that credit union directors everywhere understand the importance of ongoing education and training. But I can’t. It’s great to go to conferences and to speak to directors about these topics, but often I’m preaching to the choir. There are too many directors who don’t think they need to do this. Many who “learned everything” 20 -30 years ago when they started and don’t keep up. Some who simply don’t know what they don’t know. It’s dangerous for organizations and for the movement. What we do is far too complex and dynamic these days. We must have educated and curious strategic visionaries at the board level. A discussion and a formal written policy can be enough to nudge things in the right direction.

New Rules and the Board’s Role for Succession Planning

New Rules and the Board’s Role for Succession Planning

New Rules and the Board’s Role for Succession Planning

The NCUA has proposed new regulations for succession planning in credit unions. These would make explicit the tasks that credit unions must do at the board, committee and leadership levels. This includes formal, written succession plans for board leaders, committees and the operational leadership of the credit union, which must be tailored to the size and complexity of the organization, and be updated at a minimum annually.

By Kevin Smith

Yes. I know. We don’t like new regulations or for people to tell us what to do. But there are new (pending) rules and the board’s role for succession planning will be impacted. So let’s not just have a knee-jerk reaction to the fact this has been proposed and take the time to examine what’s going on, and why. After all, we acknowledge that not all regulations are bad. After all, we’re pretty happy to have the NCUA insure our deposits up to $250,000, not being eager to revisit the great crash of 1929, right?

What the Proposal Says

Here’s what the NCUA has written (emphasis mine):

(e) Succession planning. (1) General. A Federal credit union board of directors must establish a process to ensure proper succession planning to include officers of the board, management officials, executive committee members, supervisory committee members, and (where provided for in the bylaws) the members of the credit committee, as described in Appendix A. 
(2) Board responsibilities. The board of directors or an appropriate committee of the board must: 
(i) Approve a written succession plan that covers the individuals described in paragraph (e)(1) of this section; and 
(ii) Review, and update as deemed necessary, the succession plan and policy in accordance with a schedule established by the board of directors, but no less than annually
(3) Succession plan contents. The succession plan must, at a minimum, identify key positions covered by the plan, necessary general competencies and skills for those positions, and strategies to identify alternatives to fill vacancies. 

*Full language of the proposed rule is here.

What I’m Paying Attention To

It may not always be the case, but the NCUA is giving some pretty clear guidance about what they expect from boards. It establishes who’s covered, that it must be written and updated at least every year. And it is item (3) above that’s most interesting to me, and clarifying. This is explicit direction: identify key positions, the necessary skills and competencies, and strategies for alternatives. These are marching orders and the work to be done if you haven’t already. (I know from personal experience that many of you have not. Don’t try to con me!) The first, to ID key position is pretty straightforward. But let’s look at the other two.

Necessary Skills and Competencies

The regulators are making sure that the succession plan is thorough enough, by making sure that the planners are looking at the capabilities needed for the organization to thrive. The next logical step is clear development and training plans. Your candidates don’t necessarily have to currently have those skills, but you need to make sure that they will. This is growth and learning, and isn’t revelatory in its approach. Let’s use a “for instance.”

For instance, perhaps you’ve identified your CFO as a candidate for CEO in a couple of years. Forgive me for insulting CPAs, but the bean counters are always know for their impressive communication and human leadership skills. (I know I’m stereotyping. After all my colleague, Tim, is a CPA and one of the best leaders and communicators I’ve ever met. But you can see some truth, n’est-ce pas?) Perhaps this candidate’s development path requires the leadership training to get to the next level. Too often, board members are satisfied with the achievements of a candidate thus far, without thinking ahead to the gaps for a higher-level position. This can (and does) have severely negative consequences.

For Instance, perhaps you’ve identified the CMO, chief marketing officer, as the candidate for CEO. She’s shown remarkable strategic thinking and success. But here we might have the flip side, where she needs to buffer her knowledge in the financials, and in the work of the asset-liability committee to make sure she’s ready for the top spot.

These examples hold true for the board planning for its own future. It’s critical to identify the skills that you have, the skills that you want and then the gaps between. Board members and candidates can level up or you can recruit those with the skills. But paying attention to competencies and training not only important but the difference between competence and incompetence.

Strategies for Alternatives

By requiring that succession plans have strategies for alternatives, the NCUA is making sure that it’s harder for you to cop out on a plan with one candidate or approach. Let’s face it. There’s a war for leadership talent. It’s a tough hiring environment and your perfect candidate might get poached, or simply change course. This is far more common today. You need to be ready to pivot and have options available. Yes. This is work and it’s complicated.

Why Is This Necessary?

According to the NCUA, “analysis found that poor management succession planning was either a primary or secondary reason for almost a third (32 percent) of credit union consolidations” (emphasis mine). I have encountered this myself: boards that have dropped the ball on succession planning (typically for the CEO) throw up their hands and accept merger as their exit plan. Too many healthy, vibrant credit unions, and those with unlimited potential are going away because of absent succession plans. That I’m not a fan of. There are always legitimate reasons for merger, but this isn’t one. For that reason, I support this proposed regulation, a position that’s rare for me. The trades, predictably, don’t support a new (or any) regulation. I disagree in this case. Their argument is that the NCUA already has mechanisms for handling this, but the evidence and the data suggest that this in not enough.

Short Term and Long Term

In the short term, the recommendation is to look to your disaster recovery program and not to recreate the wheel. Use what you’ve already developed. The interesting twist to this is the suggestion that CUs consider mutual assistance plans for emergency situations. I love this. The sixth cooperative principle: cooperation among cooperatives. But this will need some substance to the plan.

For the longer term, that advice is more detailed and practical:

  • ID Key Positions – more than just the CEO, also key contributor, specialized skills, size, complexity, location
  • Conduct Position Analysis – location, services, relationships, culture, mission, competencies (for future), written job descriptions, identify the gaps
  • Develop Succession Plan – strategies to overcome gaps, ID candidates, assess skills, training to reduce gaps, write down plan: training, with whom, resources, timeline, report to board
  • External candidates – Where, budget, timeline. Should CEO be involved? Do candidates have right experience? Outside firm?
  • Monitor, Evaluate, Revise – everything changes. Annual review (minimum)

Boards: Take Care of Yourselves and Monitor the Rest

Let’s be clear – the board isn’t involved in creating the leadership succession plan, but it does have to make sure that it’s being done carefully and that it’s written. But be clear on the wording from the NCUA, “The Board envisions that the examination program would confirm the existence of a succession plan and training.” The inclusion of “training” here is significant.

The board does need to take care of itself. This is real work for the board that is more difficult than it used to be, as credit unions are more complex. I appreciate that the NCUA is recommending the use of associate director programs. At TEAM Resources we are big fans of these. This is a training program where the associate director can get training and education about board governance and the industry before they have to vote. It’s a better way to onboard and to find out if the associate is a good fit for the board. We can no longer afford to have new board members without any experience waiting for a year or two to learn before they add their voices. But the associate director program is but one tool of many that you can use.

I haven’t said all that I’d like to on this topic. But I believe that I have covered the significance of the pending regulation. There is a great deal of complexity and challenge in this area for our movement. I implore you to dig in, to learn, and to do what’s required necessary.

The Problem With Consensus

When boards have a culture of consensus, the problem with consensus is that directors can use it as a weapon, to shut down things that they don’t like. In general, we like to have agreement and consensus, but too much of a good thing can go bad. Healthy boards know how to disagree and move on.

By Kevin Smith

Can consensus be a bad thing? That’s a loaded rhetorical question. Of course, it can. You read the title of the article. So, as I lead into my thoughts hear, take a moment to think about your board’s, your committee’s culture. Do you have consensus in general? Are your votes mostly unanimous? Always unanimous? The follow up then is – if there is disagreement, do you try to “work thought it” before you have a vote? Doing so is making efforts towards consensus. Mostly that’s a good thing. But let’s examine how that can go sideways.

The Problem with Consensus: Anecdote Time

The Problem with Consensus

Not long ago I was doing some governance work with a board. At a break, the chair pulled me aside to have a quiet conversation. He told me that he was struggling to communicate with an individual board member who was objecting to an issue. (I don’t want to color the discussion by identifying the topic, but it was a very significant issue.) As the chair told it, the rest of the board had agreed on the path forward but one director was a holdout. This director had flat out rejected the data to support the issue, but the rest of the board had accepted it. The first approach was to add additional research to convince the holdout of what the board (and management team) was promoting. This was unsuccessful. I asked the chair if he had called for a vote. He said, “no.” It was clear from the lead up discussions where the dissenting director stood. And his further response was, “we like to have everyone on the same page. We work on consensus.”  

Unwarranted Veto Power

In effect, this one director had absolute veto power. The board was not going to move forward until they had consensus. And one director had dug in their heels and put a stop to something they didn’t like, despite the fact that the rest of the board wanted to move forward. One director was (is) holding the board hostage because of the “culture” of the board.

The Power of Culture

My suggestion to the chair was to hold a vote and move on. It sounded awfully easy to me as an outsider. “Sometimes you’re on the losing end of a vote,” I thought. Big whoop. But I forced myself to consider this more carefully and reflect on how powerful “culture” can be in all settings. To suggest simply upending what was probably decades of established culture in the board room, would not be as simple as the way I had tossed it out.

While acknowledging how powerful culture can be, I stand by the idea that the right answer is hold the vote and move on. It just may take a few more steps to get to that. But I hope you can see how big the problem with consensus can be. Now imagine a step further: if a board has trouble with a single holdout, how would they deal with a contentious 5-4 situation? Would they be traumatized?

What to Do About It?

If you’ve kept up with what I write about in this space, you’ll know that I’m a big fan of arguments in the boardroom. Easy for me to say, I know. But when directors are able to have disagreements about positions and talk it out, in general that means there is enough trust in the room to air these discussions. This is a good starting point. Many boards I know struggle with this basic level. There is no back and forth discussion, and it’s always total agreement. This is just as bad as extreme contention. So consider pushing back gently on ideas and issues (that you feel strongly about). The room can/will get used to debate.

But in the anecdote above, at least one director clearly didn’t have any problem with pushing back. In this case, I would suggest that the chair be willing to call attention to this and have a discussion about it. It may not be easy to say, “we’d like to have consensus on this, but it’s too important to be held back for long. We will vote if necessary. What are your thoughts on this?” But it’s necessary.

Small Steps

Now that you’ve thought about the culture of your board – consider what small steps you might take in each board meeting that will get everyone used to hearty discussion, that will increase trust in each other (so that you can argue and come away positive colleagues). You might even bring this up as a topic of conversation – Do we have too much consensus? Are we in danger of having one person highjack an issue? Are we willing to take a contentious vote? My first sentence would be, “I’m giving all of you permission and encouragement to push back on me.” If you never have this, you need time to get used to it. Start now.  

Carefully Consider Your Nominations and Re-Nominations

 

It’s more important these days for boards to give a critical eye to every director that is that is up for re-nomination. Too often this is treated as inevitable rather than a privilege to be earned. Too often boards don’t express candor to underperforming directors. Creating a checklist of expectations establishes transparency  that pushes towards higher performance.

by Kevin Smith

Succession Planning
So … the NCUA has new proposed rules about the board’s involvement in succession planning. (You do know that, right?) They’re concerned that the board’s relative lack of involvement is undermining the futures of some credit unions. As a last resort from lack of plans, some merge away. We’re not big fans of that.

Succession planning is about preparing to have the right people in place for the future of the organization. That includes discussion of the directors currently in their positions now. We are here today, friends, to talk about incumbents and the re-nomination process. And we’re here to suggest that re-nomination isn’t or shouldn’t be the result of simply asking the incumbent if they want to run again. Re-nomination should be tied to criteria about the board member’s performance over their term.

Recently, Tim created the “Incumbent Director Re-nomination Checklist” that you see here. It came out of his desire to see board members holding each other accountable and setting a transparent process that outlines the responsibilities of directors who want to be renominated for another term. In 18 questions Tim has created a comprehensive review of the incumbent’s performance. This checklist is to be filled out by all other board members. The checklist sets a (fairly minimal) standard for directors to live up to.

The Fatal Flaw of our Checklist
This is tricky territory we acknowledge. And we’re here to head off your criticisms from the get-go. This checklist clearly has a fatal flaw. Pause for a minute and consider what you think that flaw is. (I’m happy to wait.)

OK, did you think of something?

So, in my opinion, the fatal flaw is the fact that most directors won’t be candid enough in their responses in the checklist to make it work. Directors won’t be truthful enough in their ratings. They aren’t candid enough with underperforming directors as it is. What makes us think that a checklist is going to change that? That is my very real fear. But that’s no reason not the have the checklist anyway. I’m here to argue that having the checklist is still worthwhile and that it will nudge progress in the right direction. Simply by adopting the checklist, by having a discussion about using it and agreeing to take it on begins setting a tone about the requirements and need to hit them. When the first re-nominations come around on the calendar after you’ve adopted these, you’ll have to have that reminder conversation about the expectations that the board agreed to. That is already progress. Now, if you go through all of this and directors are still overly soft on incumbents, it’s not ideal. But it’s a starting point for another conversation.

So … that was the fatal flaw that you came up with, right? Oh, it wasn’t? Well then, I’m going to need you to write your own version in the comments below. Tim and I think this is a good idea and it’s relatively new. But if you see issues here, tell us. We like to think things through and hear from you.

The Other Complaint You’re Waiting to Lob at Us
I know you’re just chomping at the bit to let us know your other concern about this checklist approach. (This is going to circle right back to the new succession planning regs.) It’s something along the lines of, “we have a hard enough time trying to recruit directors, and now you want us to make it harder for the ones we have to stay in place?!” We hear you and know the recruiting struggles that boards are having, but the answer is still “yes.” Recruiting and succession planning is more important than ever (see the NCUA letter linked above). The fact that it’s difficult is not an excuse to lower the bar of qualifications and expectations of effort.

Setting the Tone
All of this is about setting the tone of the board and creating clear expectations for performance. Boards have no bosses and have to hold each other accountable. From our vantage point working with boards all over the country, there are not enough candid conversations about performance and not enough accountability. Directors are too easy on colleagues who are not doing their duty. We are a polite, well-meaning crowd that doesn’t like confrontation. It doesn’t have to be difficult. It doesn’t have to be mean-spirited. It does have to be honest and transparent. This is based on trust and candor. A simple checklist can move you in that direction. Download it. Share it with your crew. Have a conversation. Let us know how it goes.

Diversity Gains on the Board

Diversity Gains On the BoardBy Kevin Smith

“Companies appear to be discovering that a big talent pool of nonwhite people and women for board seats does, in fact, exist. Some, like Dr. Hammond, have been hiding in plain sight.”
Board Diversity Increased in 2021. Some Ask What Took So Long
Peter Eavis, New York Times, January 3, 2022

https://www.nytimes.com/2022/01/03/business/corporate-board-diversity.html?referringSource=articleShare

Board succession planning and recruitment has been a hot topic for a while now. This isn’t my first blog post about it and I’ve been talking about it at trade conferences and in individual credit unions more in the last couple of years. It’s heartening to see diversity gains on the board highlighted in this news story as accomplished, not just a talking point and an “elusive” goal. This is tremendously valuable to the board’s role and it can be done. But … and I hope you know this … it’s work. It doesn’t just fall in the collective lap of the board.

Do the Work

I’m not going to rehash the value of diversity here. It’s at the point where I’m going to take that as a given. However, in the same breath, I know that there are those out there who aren’t convinced. There is no doubt that’s true, because I have been part of the debate and an observer in the room while it happens.

If you’re not convinced about the value, do the work. A Google search will yield weeks’ worth of reading from qualified researchers.

Buy In

Not long ago a director insisted to me that diversity is ALWAYS secondary to the qualifications of the candidate. That was his reason for pushing back on diversity efforts from his colleagues. Never once came the acknowledgement that there can and should be both qualifications and diversity. And the “qualifications-first” argument feels very disingenuous. I’ve worked with thousands of board members. One of the conversation sparks that I use in training rooms is to ask long tenured board members how long their learning curve was when first joining. This is typically measured in years. I ask those senior directors to tell the rookies in the room what they wished they’d learned first or faster. There is plenty to talk about! In fact, the majority of the directors I know don’t come from a background in financial services, credit unions, or the like. They ALL have plenty to learn as quickly as possible. So, at a basic level, those “qualifications” we’re looking for are critical thinking skills, curiosity and the desire to learn (with maybe a few more sprinkled in as well).

How to Achieve Diversity Gains on the Board

I tend to say this a lot: It’s simple, but not necessarily easy.

  • Start with what you have. Write down what you want. Examine the gaps. Fill the gaps.
  • With 7-9 board members you may never get to perfect, and that’s okay. Push for always just a bit better.
  • Create an evergreen list of candidates. Require that every board member add a name to the list every year. (C’mon. One per year! Doable!) Names may come and go.
  • You don’t have to look for existing members (though it doesn’t hurt). You can look for people in the community that show the leadership and qualities that you want and go talk to them. Figure out how to make them members when the time comes. Identify the most impressive people you can find. Set the bar high.
  • Change your mindset. No longer can we look to friends who look and act just like us from down the hall to fill the seat. It’s important. Do the work.
  • Sell it!

WIIFM

I hear from plenty of board members who lament the fact that people don’t have the time, don’t have the interest, don’t have the [fill in the blank], yadda yadda yadda. Then I ask them, “why do you do this?” They brighten and tell me all of the passionate reasons why they serve. Board recruitment means selling the job and giving candidates the WIIFM (What’s in it for me?). It’s not an understatement to say that you can change people’s lives! Yes, people are busy, but if you give them the right reasons, they will share your passion. Anything else is a copout.

A Variety of Ages Also Counts as Diversity

My colleague, TEAM Resources founder, Tim Harrington pushes for young professionals to join credit union boards. I couldn’t agree more. They come with a fresh perspective; they’re steeped in technology that some of us with graying hair are still learning. And it can be pretty easy to give them their WIIFM. The resume item, “board member of a financial services provider” yields results to someone looking to advance. And think of the connections the rest of the tenured board and senior leaders at the credit union can provide for an up and coming professional. Sell it, baby!

I’m encouraged by the article I posted above. Likewise, I’m encouraged by the discussions I’ve been part of and the growing acknowledgement of the value of diversity. But I’m eager to see more results, more diversity gains on the board. You can do it. It’s worth it. Let Tim and me know how we can help.

Bullying in the Boardroom

 

Bullying in the Boardroom

Bullying in the Boardroom

Bullying in the boardroom can take a variety of forms, but none of them are acceptable. Yet in an environment where no one is the “boss” it can be difficult to control this behavior. Directors have a variety of tools to use to counter the bully including written policy and parliamentary procedures, among others. Often it requires many simultaneous approaches. But one thing is certain – bullying cannot be tolerated.

 

By Kevin Smith

I’m finding that my blog posts are feeling more and more negative these days. Just look at today’s title. It’s a bit depressing. However (comma) my desire in this space is to provide help based on a wide range of boards I’ve observed, interacted with and heard from. So, I suppose it’s not actually a benefit for me to simply provide pep talks, and rah-rah speeches here, though I will work on a post that does share all of the great things I see as well.

Now – on to the topic. Bullying in the boardroom.                         

Forms of Bullying

Bullying can take on many forms. Intimidation. Interrupting. Condescending talk. Demeaning jokes at a colleague’s expense, in front of a group or behind their backs. Withholding critical information. Harassment. Side talk. Snide body language. Social isolation (not including someone). There are probably endless examples well beyond what I’ve provided. As a matter of fact, I’d like you to add to my list. Please add the examples that you’ve seen. It’s not only cathartic, but it may help someone else reading this to see and perhaps realize that they are dealing with a bully. (It’s not always black and white.)

No Simple Answers

Movies and TV will have you believe that simply standing up to the bully will cause him or her to back down. This may be true some of the time, but I’ve been witness to times when it doesn’t. Rarely do you get a storybook ending where Prince Humperdink (the bully) gets put in his place with a raised voice and a threat of retribution. It’s usually more complicated than that.

The Outsized Impact of Bullying on Women

The Impact of Bullying on Women

The Effects of Bullying

One thing is for sure, bullies of all kinds and all sorts are detrimental and must be stopped.

Bullies:

  • Shut down discussion that doesn’t go their way
  • Intimidate people from providing perspective
  • Affect the tone and culture of the group
  • Make it difficult to recruit new members
  • Make trust impossible
  • Create an environment where staff have reason to hide things.

Bullies do this and more and worse.

How to Counter a Bully in the Boardroom

You probably know and understand how unique the boardroom dynamic is. Directors are at the top of the hierarchy for the organizations, but there is no hierarchy among the board members. They are equals. This complicates the dynamic. And when someone uses intimidation any bullying tactics, the remedy lies with solely with the peers in the room. It can be extremely difficult to stand up to this behavior. Most of us don’t exhibit these traits and aren’t comfortable using them or leaning into the confrontation and conflict needed to stop it. So, what to do about it?

Written Policy as a Tool

The strategic governance approach that we take here at TEAM Resources relies heavily on written policy in order to establish the clear tone and approach of all things that the board will do. This doesn’t just mean about liquidity targets and ALM investment limitations. This is also policy about how the board behaves and approaches its work. This plays out in things like what the ongoing education for each board member will be, and in how the board will speak with one voice, where no individual director will have any authority over the CEO or staff.

Now, it might be hard to write, “there’s no bullying in the boardroom.” But you can write about the expected tone of respect for all involved people in the organization. It’s an area that everyone thinks ought not need to be said … until it is. By starting at a very foundational level and saying what people generally presume, the board establishes basic ground rules in writing. And when it’s time to put this in writing, the board as a whole has to discuss this and agree upon the terms and terminology. You verbalize what generally goes unsaid and presumed. And ultimately, you have a vote on accepting the policy. Now you have a foundation for when someone is not following the policy. The board then has an agreed upon document. This prevents the need for one, sole courageous sole needing the speak up alone.

(Most of the time when I talk to directors one-on-one about confronting a bully, they tell me that others on the board will discreetly tell them that they agree. This can be frustrating when you want everyone to speak up. Try to be patient. At very least, you are building a coalition against the bad behavior. Standing up to a bully is difficult.)

Majority Rule and Voting as a Tool

But when ratifying policy is not the only time that boards vote. The quorum or the majority works in your favor when countering the bully. Using the voices of the majority when a motion is called can outweigh the bully, particularly when you already know that others on the board are struggling with the problem behavior. Calling for a motion and a vote, if well prepared and knowing the temperature of the room can make the problem more clear. It can call out the elephant in the room.

This approach may need some preparation and planning. The worst thing that can happen is a motion and a vote that comes as a surprise, from out of nowhere. For those who do not like conflict, being put on the spot like this may make them abstain and stay quiet. But when handled thoughtfully, this approach can bring forth a strong, unified front against the bully’s behavior. It may be enough to be a wakeup call, or to make the bully realize that the intimidation won’t work against a group.

Good ‘Ol Roberts Rules of Order

I’m not a fan of Roberts and his rules, in general. They can be archaic and stifling. But parliamentary procedure can be a helpful approach when struggling with a bully. This is best wielded by a confident board chair. These procedures can help to reel in an unruly board member.

Holding Yourself Accountable

It’s very ironic and counterintuitive, but holding yourself accountable is a great tool for countering bullying in the boardroom. By actively asking for constructive criticism, and feedback about your work and behavior is a modeling the behavior that you value. You are setting the example that you have a growth and a learning mindset, that you don’t think you are perfect and that you expect to grow. This approach also verbalizes attitudes for the whole room that often go unsaid, or are whispered in the hallways. Doing this invites and encourages feedback. This can be contagious when encouraged. And again, it makes explicit the expected tone. Now, I’m not suggesting that when you do this the bully will jump right in and ask for feedback. But you are starting a process for buy in on this approach. I could write an entire section on board self-assessments. These too can be helpful, but only if people are willing to vocalize their objections to bullying behavior, which is often the sticking point. If you know TEAM Resources you know we are big proponents of board self-evaluations. The process of accountability is very much related. 

Few Bullies Think They’re Bullies

I have heard of a few occasions where a bully was self-proclaimed as such. But that’s pretty rare. Generally speaking, people don’t think they’re a bully. They may need to have that pointed out to them. That’s rarely easy. I’m not suggesting that anything I’ve proposed above will be simple. It’s just not. And that’s often the reason why the offender gets away with it for so long. But I do know that what I’ve laid out has worked. These are approaches that band people together for a unified voice. You may get through to a person and be the catalyst for positive change. (We can hope, can’t we?) You may be able to back a bully down by neutralizing their tactics through boring procedure. You may be able to force them to see that they are outnumbered and that it’s time to go.

Engagement on the Board (and Committees)

Board Engagement

We can do hard things.

When there’s no boss in a group of peers, and there’s no paycheck tied to performance, how do you maintain engagement on the board (and committees)? Peer directors must hold each other accountable for the work that they do. But the real key is making sure that the work is meaningful and participants understand the impact they are having on the organization to fuel excitement.

By Kevin Smith

It hasn’t come up in a while, but recently at a board training engagement, I heard an old question. “Why do we use the term ‘volunteers’? Doesn’t that make this sound less important?” I’ve been through this debate a hundred times with people trying to name products and services for this audience. If you only say “board” it leaves out the supervisory and other committee members. So “volunteer” is the catch all term. But doesn’t this feel a bit like we’re filling boxes at the food pantry, or building houses with Habitat for Humanity? This is by no means any disparagement to this kind of work. It’s valuable and fulfilling work. But it really is a different kind of volunteering. Food pantry volunteering doesn’t have an oath and legal fiduciary duties.

What does it mean to be a "volunteer" at a credit union?

Sidebar: Unpacking the word “volunteer.”

And why am I bringing this up? Well, I’ve been approached several times recently to talk about how to get unengaged directors and committee members to step up their games. I’m hearing about volunteers that are not coming prepared, not being fully engaged, and worse.

So, what to do? After all, doubling the pay doesn’t have much kick. And there’s not really a boss. (No, the board chair has no more authority than any director.) You can, of course, remove a director, or ask him or her to step down. But let’s be honest, very few want to go this route. This requires a board vote that can be awkward.

There are rarely quick fixes. Here’s what we recommend you try:

Outline the expectations for the position in writing.

Make sure there are clear repercussions for not being engaged. This is a cultural issue. When the expectations are clear and written down it’s easier to hold each other accountable. And this doesn’t have to be confrontational or in front of the group. It’s usually up to the board chair to take on difficult conversations, but it doesn’t have to be. Have this discussion one on one. Empathize with the person. Find out if there are circumstances that are causing the disengagement and how the board can assist. But ask about and confront the situation from a place of caring. This helps to avoid anyone becoming defensive and angry.

Utilize board self-evaluations.

Self-evaluations set a tone that the board should always be improving, learning, and that you need to hold each other accountable. Set ground rules for this process: it’s not a “gotcha” session; the focus is improvement; and in general, when one or more directors says that they want to hear how they can improve, others will follow suit.

Be active and vocal about creating the right culture in the board room. 

The culture of a group will be absorbed by the participants. Don’t take anything for granted, and don’t let this be a passive element. Put it on the agenda and talk about it.

Remember:

  1. You may get what you tolerate.
  2. You have to have hard conversations sometimes. Keep it framed as the good of the credit union and the membership.
  3. The regulators are going to see this and it can be a problem for the credit union.
  4. Recruiting new directors should have a high bar with clearly written expectations. (And sitting directors must be living up to those expectations. No lip service!)

Unengaged volunteers are why the subjects of term limits and paying credit union directors comes up. These are two roundabout attempts at a solution for this problem. Both of these approaches can be problematic and very divisive. Create the culture that you want. It will not happen overnight, but the sooner you start, the sooner you’ll get there.

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