COLUMBUS, Ga.--Meet 72 people living on the edge - and loving it.
The group, directors of Columbus Bank and Trust Co., is probably the largest bank board in the United States.
Some 40 to 50 directors, all local movers and shakers, show up each month at the bank's headquarters for what looks more like a state legislature than a board meeting.
A Big Reputation
CB&T, as it is known locally, is a $1 billion-asset subsidiary of Synovus Financial Corp. and is considered one of the best-run institutions in the country.
Nonetheless, to hear the experts talk, these six dozen people-as well as bank directors everywhere - are in harm's way.
Indeed, lawyers and consultants generally say you have to be brave or crazy to be a bank director, what with ever-growing exposure to lawsuits.
"I don't know why anyone would want to be a director today," says Neil Crowley, a lawyer in the Washington, D.C., office of Dechert Price & Rhoads. "They're probably blissfully unaware of the risks they run if the bank gets into trouble."
Magnets for Business
But in small cities and towns like Columbus, directors still don't worry much about the pitfalls, which is a very good thing for the banks. By getting local movers and shakers on the board, the institutions attract lots of business. If these people were to be frightened off, the bottom line would suffer.
"I think I'm more mindful of the liability than a lot of people," says George Woodruff Jr., a CB&T director since 1961. But he is more concerned about the pitfalls he faces as a board member of the county fair.
"Talk about liabilities -- they've got Ferris wheels, roller coasters, everything," he says.
CB&T's concept of a big board has helped it win a 40% share of the city's entire financial market, according to Richarde Illges, director of investor relations. And directors bring in new business all the time from friends and relatives.
"Having a big board is a very good marketing strategy," says Dennis Dunn, president of the $1 billion-asset Pennsylvania National Bank and Trust in the old coal city of Pottsville. He has 19 outside directors, and two other banks owned by his holding company, Keystone Financial Corp. of Harrisburg, have similar numbers.
"Our banks try to stay as close to our customers as possible," says Mr. Dunn. The costs related to big boards, including directors and officers insurance, are more than offset by the new accounts theybring in, he argues.
CB&T recruits directors more aggressively than most banks.
Citicorp, the nation's largest bank, has only 22 directors, including five officers.
In contrast, CB&T's rolls include 25 voting directors, 22 of whom are from outside the company; 24 associate directors, and 23 emeritus directors.
They include CEOs of leading local corporations, builders, merchants, a physician, and two funeral directors. Their compensation: $100 a month.
The regulars directors sit at a conference table large enough to handle aircraft landings. They are bracketed on one side by the associates and on the other by the emeritus directors.
But outside of the seating, distinctions between the different classes of directors seldom are drawn. All are active participants in the discussions and voting. Anyone can offer a motion.
A Collegial Atmosphere
John Illges Sr., a local stock-broker who has been a director for nearly 18 years, says if a controversial vote came up, the company would have to exclude the associates and emeritus directors.
But ordinarily, he says, "I don't believe there's a person who sits in this room today who could distinguish between an advisory director and a director. When a motion is seconded, all those in favor say aye, and all those opposed say nay."
Associate directors propose more motions than the regular directors, says Mr. Woodruff, a local real estate developer.
Topics range from profits and losses to contributions to the local golf tourney and United Fund.
Bank directors are generally becoming more and more and more vulnerable. The Federal Deposit Insurance Corp., for example, can sue directors of failed banks and freeze their personal assets. Board members of troubled insitutions often have to spend days away from their own businesses, reviewing loans and executive decisions.
And the FDIC keeps heaping on regulations that make it even riskier for directors. For example, a proposal floated just last week would significantly tighten restrictions on how bank deal with their executives and directors. Complains consultant Edward Furash: It presumes the insiders "are using the bank as their personal honeypot."
But members say the psychic rewards of CB&T board membership outweigh possible risks.
Banking on Prestige
William G. Scrantom Jr., a lawyer, recalls being honored to have been chosen an associate director.
Many other directors also mentioned the prestige that goes with the appointment to the board was a big reason for joining. Besides, they have confidence in the management.
One Big Family
"We're not talking impersonal relationships," explains Mr. Scrantom. "Everybody on the board probably is personally acquainted with the top management. It's a matter of absolute trust." James Blanchard, the chairman of Synovus, once was a lawyer in his firm.
The fact that the management is local and accessible puts the directors at ease.
"It's like bonding," says builder Aldric M. Hayes, an associate director and one of three blacks on the board. He said he is loyal to the bank because they've been loyal to him over the years, helping with business advice as well as loans.
"When I go into almost any of the branches, they know me. I don't have to whip out three IDs and spread-eagle to cash a check."
Builder Ray Brinegar Jr., an associate director for three years, feels safety in numbers.
"One of great assets of having a big board is that we tend to cover more of the community," he says.
"In a huge city like New York with as huge bank as Citicorp, how in the world can 22 people really represent that institution well? In a city of 200,000 like Columbus, where you have 40 or 50 people on a board, we do a pretty doggone good job of knowing what's going on in this community.
"We can pretty well sense when we're reviewing a loan request if something smells fishy about it."
The directors are credited with bringing in lots of business in addition to their own, though the bank declines to release the numbers. Each year, the directors are split into teams and they compete against one another for prizes to see who can bring in the most accounts.
Mr. Hayes believes the fact that the bank has three blacks on the board helped him attract a lot of accounts from tbe city's sizable black community.
Mr. Woodruff, a builder, has worked especially hard because he likes being on this board.
"I've got 50 people working for me," he said. He told these employees, "I want to stay on that board, and we're going to have a team effort," gently twisting their arms to get new accounts.
"It was fun," he said.