There are fads on one end of a continuum, cool ideas tried by many and abandoned because the results are not consistently positive. On the other end of the continuum we find sea changes. The move to governance is more a sea change that alters the nature of the Board/Executive relationship.
In the beginning, there was a board to take care of everything because the members would not or could not. Everything. Treasurers are known to have carried a notebook with members' loans and payment in it; there was a cigar box locked in an office drawer with cash for the next loan, typically under four-figures.
The Treasurer/Manager, having a full-time job in a vocation, needed help with the credit union avocation. Staff was hired to help. As memberships grew the board hired more people to help. Eventually, the Treasurer/Manager could no longer manage the day-job and credit6 union office staff so the Board hired an office manager. As the institution progressed, the position became General Manger, President, and now most commonly, CEO.
From my point of view, Examiner and state Administrator (Florida), CU Director, Consultant and CEO, titles in the top positions in credit unions have much less to do with the expectations of the job than the status, the sound of the title. The growing complexity of the business environment and the speed of change surrounding credit unions have the most to do with the transference of decision making power out of the boardroom.
The Board holds the power until delegated. While it first delegated personnel hiring, nurturing, managing and firing to its first string of managers, other authorities remained in the boardroom. The power tipping point was 1970, the advent of share insurance, share drafts, economic volatility in the 1980s and increasing complexities associated technology, expanded competition, increased regulations, including some with fines for lack of compliance, and ever-changing investment options.
The fiduciary duty of care means that a board ensures the viability and longevity of the institution. Since it could no longer make an increasing number of decisions fast enough, a board needed to find competent people it trusted and transfer decision-making to them. In 1980, the term "governance" gained the attention of nonprofits in John Carver's seminal book, Board That Make a Difference.
Governance means a Board transfers it powers to its competent and trusted chief executive and provides guidance on how to use that power through its policies. The policies that speak to the CEO we call Governance Policies. A Board's previously written policies: products and services, personnel, and others, now called Operating Policies, become the realm of the chief executive, among other delegations in Governance Policies.
In this sea change, a board recognizes that if it intends to keep the institution safe, sound and vital, it must find a capable person to drive that success (http://www.danclark.com/products ). In addition to the chief executive, it hires audit firms, and allows the CEO to hire other C-Level executives in areas such as finance, marketing, human resources, services, facilities and information technology. Those specialists deal with ever-increasing levels of complexity and can more quickly research alternatives than a group of volunteers have the time or expertise to do.
Governance is the right idea for our times, four decades in the making. Directors who care about the institution entrusted to them will recognize what they cannot adequately do, and find and empower that expertise to work for them. Governance is a big part of fiduciary duties today.
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