LAS VEGAS - From the size of credit union boards to barring CEOsfrom private meetings, for three hours CU directors got a chance toshare their `best practice' experiences in a rapid fire Q&Asession during last week's National Directors Convention. In awarm-up conference workshop on the first day of the NDC gathering,more than 250 CU directors traded internal policies, procedures andexperiences on a diverse range of governance topics withspeaker/moderator Tim Harrington, a CPA and head of a Tucson, Ariz.consulting firm. "Now how many of you vote by e-mail?" askedHarrington with a smattering of hands going up followed by alengthy discussion of differing policies whether state or federalcharter. The questioners joined by Harrington honed in onrecently-issued NCUA interpretations of the practice. Commented onedelegate, "the policy is that if one director chooses not to voteby e-mail" then the electronic balloting is called off entirely.Harrington urged directors to consult with attorneys to determineapplicable state law. And so it went during the day with audiencemembers focusing, in particular, on board structure. In anothershow of hands, the majority said the average board has seven tonine members, but there were those in the ballroom that had as manyas 11 and as few as five. It is wise, suggested Harrington, thatboards meet privately without the CEO present at least three timesa year as a means "of relieving pressure" on board members whomight be more willing to sound off without the CEO in the room.Still, he said boards in setting up meetings without the CEOpresent should seek to assure CEOs their sessions are part of anatural process of checks and balances and hence the CEO should notbe made to feel threatened wondering, "Do I have my job next week?He also said it is perfectly proper for CU boards to judge andcompensate a CEO based on how well he or she fulfills goals in thestrategic plan and that can be on specific targets for the loan ormortgage portfolios. "What do you do about board members who relyon insiders?" asked someone form the floor, referring to seniormanagement under the CEO who has close and long-term working tieswith directors. Harrington conceded they can be difficult toassess, but it is up to individual directors not to let theirinfluence impact overall judgment on the direction of the CU sincethe CEO remains the key contact employee for the board. "The roleis to govern, not to operate the credit union," stressed Harringtonadding that the board "is where all authority resides until some ofit is delegated to others." Harrington also urged boards to"evaluate their performance" at least once a year perhaps inoff-site settings keeping in mind "they can be expensive." He saidthe self-evaluations are important in forcing unproductive ortroublesome directors off the board. He also urged severalattendees in the audience to include senior management in somedirector meetings to give perspective to ongoing activities in theCU. It was noted that some CEOs discourage underling participation,but attendees felt otherwise except on certain HR matters and CEOcompensation, to name two areas. The strategic planning sessionneeds to be done "once a quarter" by directors, said Harringtonnoting also he dislikes term limits on boards. The result can bethat a good working group of productive directors must suddenlyquit leaving an unhealthy vacuum, he said. There was also a show ofhands on the length of board meetings with most opting for two ortwo and a half hours as the optimum. Meetings that stretch forhours demonstrate control by directors with personal agendas or alack of leadership discipline, he said. [email protected]