It’s important that meeting minutes contain a number of items. Here are the most critical components of good minutes:

• Highlights of the topics discussed
• A record of the decisions that were made. The resolutions should stand out. They can be in bold and numbered so that it is easier to extract them to the register of resolutions
• Key factors upon which the decisions were based
• Any discussion demonstrating the diligence of the board and that that directors were mindful of their statutory obligations in arriving at the decisions
• Votes should be plainly reflected
• Use plain English with no jargon
• Avoid too much detail but say enough so that 5 years down the road you can look at the minutes and understand what was decided and why
• Avoid incorporating documents by reference into the minutes without a thorough review of the documents first.
• Also, beyond the narrative minutes, prepare an executive summary of the issues discussed, decisions taken, action points and those responsible for executing them, the agreed or preferred timeline for execution
• For minutes in the financial sector, or where there is an active regulator, minutes will be more detailed than in other companies simply to demonstrate the level of diligence of the Directors.

In the corporate world, directors are statutorily mandated to act in the best interests of the corporation. There has been some recent debate concerning the time horizon over which such best interests are measured, but generally there is legal precedent that sets out what behaviour is expected of corporate directors.

In Member-Based-Organizations (MBOs), while directors must surely act in the best interest of the organization, depending on whether there is a representative nature in the selection of directors, other interests may be validly considered.

In any board of directors there is a principle of oversight of management. The board is charged with review of management’s actions to determine how the organization is performing. Often the review will be compared to what the plans are for the firm. Therefore it is necessary, with even the most grass-roots organization to engage in some sort of annual planning process. In more sophisticated organizations, an elaborate business plan may be developed by management and used by the board to gauge the performance of the MBO.

Many principles of corporate governance can be adapted for boards of MBOs.  Caution should be used to make sure the policy adopted fits the organization.  For example, as the organization has more volunteers and fewer staff, the planning process will be less elaborate but it is wise for the governance of the organization to at least have a budget predicting sources of income and expenditure in addition to identifying possible reasons why there might be a deviation from the predictions.

No matter how directors are selected and what political divisions may exist in the quest to be representative, those must be put aside in order to work together to accomplish the common goals of the organization.

Much has been written in the corporate sphere about how board members should behave in order that boards are effective at governance of the organization. The absolute first principle must be respect for fellow board members.

More often than not, board members can find themselves in meetings that are filled with the least interesting and least challenging issues. Many board members and chief executives struggle to make board meetings valuable to the organization and the individuals in attendance.  A consent agenda can turn a board meeting into a meeting of the minds around the things that matter most.

What is a Consent Agenda?

The consent agenda is a written set of items requiring formal board action and decision, but not discussion or debate at the time of the meeting. Materials are provided to the board well before the meeting, members are expected to review the items well enough to vote or make a decision without discussion.  Thus, more time is prioritized for the issues at hand during the meeting.

Items may be contained for passage on the consent agenda only if all board members agree; if even one member considers a specific item to need discussion, it must be removed and placed on the regular agenda for the discussion at the board meeting. The ability to remove items and have them debated is a crucial aspect of use of the consent agenda.  It is important to recognize this and establish as part of your board culture that directors will read the material and will take matters off the consent agenda that need further clarification or debate.

Things to regularly include on the consent agenda are those that usually do not inspire comment by directors or matters that are thoroughly canvassed in committee meetings.  The board chair and the CEO need to be clear about the intended purpose of each item not on the consent agenda. It may be approval of a recommendation, guidance and advice, or brainstorming.

Directors will be expected to read the materials that accompany the consent agenda as well as those for the regular agenda.  You should have some review mechanism in place to ensure that this happens. This definitely should be canvassed in your annual board assessment but directors should be mindful throughout the year.

Dashboards

 A dashboard is information contained on a single piece of paper that summarizes important information so directors can chart performance with a glance.  KPIs from the strategic plan can be on the dashboard.

The process of deciding what to include in the dashboard is one that should be made in consultation between the executives involved and the respective committee members in a process led by the committee chair.  Each committee’s dashboard should be an accurate reflection of the performance of the credit union.  Each committee meeting should ensure that the dashboard is an accurate reflection of the matters depicted.

Supporting materials can and should be reviewed to ensure that pertinent information is shared and extraneous information is not.  Each committee can undertake a review with respect to the materials it generally receives.  The Governance Committee can develop principles to be followed by management in deciding what to include.

 Summary

 Moving to a consent agenda may cause consternation because it requires a change from standard operating procedure and sometimes seems to minimize traditional board responsibilities and rituals. However, used properly, consent agendas facilitate board focus on the things that matter most. A consent agenda is not an excuse to cover up important issues; rather, it is an invitation to explore them deeply.  Board members will grow to trust the work done by committees.

Using the consent agenda leaves board meetings for direction-setting, policy oversight and “big picture thinking.”  Chief executives will hear different perspectives about critical issues and in the process they can ensure the board is knowledgeable about, and supportive of, key initiatives. Board members, in turn, will feel that their time is well spent; they will feel valued and satisfied.

It is up to the board to identify the skills, traits and characteristics that will add value to the board. The board can start by identifying the characteristics and skills of what makes a good board member. Corporate director training has developed many templates that can be used.

Because credit unions are, in effect, mission based organizations, the potential director’s alignment with the vision must be a key criteria in selecting board members. Other than that, Credit union director skills and attributes will only differ slightly from those directors on corporate boards. It may more be a matter of emphasis than credit union directors needing different skills than their corporate counterparts. The credit union board needs to be thoughtful and deliberate when cataloguing the desired skills and attributes of a board member.

When determining how the board should add value to the organization, start with a review of the credit union’s vision and strategy. Once this is considered, the specific skills the Board will need to assess the strategy and oversee its execution can be more easily determined.

The evaluation of board member requirements should happen when the your nominating process is changed over and every few years thereafter. In this way, the board can confirm whether it was correct in its observations. The board will also be responsive to changes in circumstance on the board, especially changes to board composition and the strategic plan.

Identify Upcoming Needs

The board knows what it does and where it has, had or expects difficulty with some tasks or obligations. It knows what the strategic plan contemplates in the future and how that is different from the current business model being pursued. That knowledge allows the choosing of those skills attributes and characteristics that the board needs for the immediate future. The desirable skills, characteristics and attributes can be further discerned by examining the recent work of the board. Look at:

• Strategic Plan
• Minutes of Committee meetings
• What kinds of experts have you hired to provide the board with advice?
• Results of board and board member evaluations to see where gaps have been identified

Depending on the board’s relationship with them, it may want to engage the CEO and senior management in helping with the descriptions of the characteristics needed on the board. Often the CEO has great insight about what is needed on the board. Be mindful that 32% of large Co-op boards said that management had the most influence in selecting new directors. I do not recommend asking the CEO to identify individuals, merely the characteristics and attributes needed for the board.