Are Actions of Directors Selected in Violation of the Credit Union’s Bylaws Legal?

The following article  is from a comment posted by SAFE member Scott Rose about the proposed SAFE merger with Boeing Employees Credit Union.  All merger comments are posted at this NCUA link https://www.regulations.gov/docket/NCUA-2026-1552/comments.

Credit union members and the public are often unaware of these merger responses. Most merger  communications are monopolized by the credit union CEO and board  who arranged the transaction often, as in this case, with no member input or prior discussion.

SAFE member Rose’s comment raises serious questions about the “good standing” of SAFE’s board members when nominated and subsequently elected by acclamation.  The number of board vacancies and nominess are the same, therefore no voting election is held. He points out the majority of SAFE’s board of directors that initiated and approved this merger were not selected in accordance with the credit union’s bylaw requirements.  Here is his analysis.  I have added subheads.

SAFE’s  Nominatibg Committee Chose Persons Who Were Not Members in Good Standing When Selected

by SAFE member Scott Rose

SAFE Credit Union is governed by a Board of Directors that consists of 12 individuals, one of whom is designated Director Emeritus, an honorary position.

Of the other eleven active directors, eight were not members of SAFE Credit Union at the time of their nomination and election by acclamation to the board.

There is a clear pattern beginning in 2014 of actual SAFE members being deliberately excluded from participation in the democratic governance of their credit union. This is well-documented in the Annual Membership Meeting minutes. . . these minutes document the subversion of actual member participation in governance.

Violation of SAFE’s Bylaws

The bylaws that direct the governance of SAFE clearly state: “nominees must be members in good standing.” This is the identical language to which all state and federal credit unions must adhere.

These eight nominees to the board were not members in good standing. In fact, they were not members of SAFE at all. Nominating an individual for a director position on the same date that they are signed up as a member clearly circumvents the intent of the governing bylaw. This is overt fraud. . .

Raising the Issue with SAFE’s CEO

.During a conversation with (SAFE) CEO Nabhani I pointed out that the Board of Directors has a longstanding pattern of manipulating the democratic election process by excluding actual SAFE members from serving on the board. Minutes of annual meetings corroborate that the nominating committee repeatedly solicits and nominates outsiders who are NOT members until the day they are nominated.

Subsequently, the board chair declares at the annual meeting that “because the number of nominees is equal to the number of vacant board positions, those nominated are elected.” I directed CEO Nabhani to the SAFE bylaw that requires nominees be “members in good standing.” CEO Nabhani argued that this subverted election process did not violate the “letter of the law.” But when pressed, CEO Nabhani acknowledged that it does circumvent the intent of the bylaw.

Directors not in “Good Standing “Approve SAFE’s Termination

The following board members obtained their directorships by engaging in a conspiracy of corruption to subvert the democratic election process. They must not be allowed to proceed with an unlawful transaction that terminates the SAFE charter and turns over all assets, including all member equity, to another organization.

The merger voting that is currently underway is a sham and must be halted until the underlying corruption can be fully investigated. NCUA and California DFI cannot allow this fraudulent board transaction to proceed unchallenged.

The following board members were elected fraudulently and must be disqualified from their positions.

Richard SooHoo                 member since 2025, director since 2025

Darla A. Colson                  member since 2025, director since 2025

Sonbol Aliabadi                  member since 2022, director since 2022

Patricia Rodriguez             member since 2021, director since 2021

Bernadette Austin             member since 2021, director since 2021

Sonia Lewis                         member since 2020, director since 2020

Donald J. Ball Jr                 member since 2020, director since 2020

Rick Blumenfeld                 member since 2014, director since 2014

Solution: Mandate a New, Proper Board Election

The three remaining voting board members do not constitute a quorum and do not have the authority to proceed with this transaction. Federal and state regulators must enforce the requirement that only a duly elected board may act on behalf of the member-owners. The state and federal regulators must order these eight directors removed from office and new elections held with vacancies  open to ALL SAFE members in good standing.

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