By Dan Clark
As corporate officers we have all been faced with the need to understand the history of our organizations. In particular, we have needed to understand the decisions of previous managements or boards.
An item came up at the CUES Annual Business Meeting, November 8, 2004, where I had the honor of serving as parliamentarian. Gary Base asked a question of the current Board that was based on his knowledge of a decision made when he was a director. It was recent enough that he, CUES President Fred Johnson, and others, remembered the circumstances that drove the decision. In talking about this later with Pat McGrady, also on the board then, we realized that just a few more years and the CUES Board, and even the membership, could have no corporate memory of why we had this reserve fund policy.
One might say that knowing why is no big deal. All Boards should make decisions that are best for their organizations and based on the best information they have at the time. Yes, but remember the old saying about history repeating itself ….
It occurred to me that a useful tool for some decisions is the old fashioned resolution. We see these most often now in ceremonial circumstances. We will also benefit to use them for our momentous decisions -- those that will remain in place a long time, and help shape the nature and culture of an organization.
Years ago the CUES Board realized that the survival of the organization might be in jeopardy due to a shortfall in revenues. After months of study and debate, it adopted the policy that governs even today, but is now in question because things have changed.
Since minutes should not record details of discussions, and since discussions can sway from one side to another over several meetings, reviewing a series of minutes may not provide adequate historical insight. Next time such a decision is about to take place because a consensus is finally reached, perhaps all the key points should be captured in a resolution, something like:
Whereas, CUES … and
Whereas, financial trends indicate … and
Whereas, predictions as to … now
Therefore, the Board adopts the following governance policy:
A resolution is a fairly simple tool to capture all the best arguments including the best negative arguments.
CUES and credit unions do not need to create a resolution for common or frequent decisions such as an annual budget, a program change, or any proposal that is attached to the agenda. Adoption of a new Governance Policy, a philosophy change, and a motion to file a Community Charter application are a few candidates for a formal resolution.
Dan Clark
President/CEO
Tallahassee-Leon FCU
