Category: Co-ops in Capitalism

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A Member’s Question

If credit unions are a special idea about individuals’ collaborative financial efforts, we should care about human values and human rights when implementing this design.

I received the following from a member who had read several previous blog posts about mergers and just lived through the experience:

Recently, I was reading some of your articles, such as from 2017 regarding the issue of unjust enrichment by insiders in mergers. (Credit Unions for Sale) I didn’t realize what a longstanding problem this has been.   It seems like the whole structure is designed to enable those in power, in charge, to take advantage of those with less power, authority, resources, knowledge, and education.  

I don’t know who are the worst actors – the regulators who give the illusion of regulating to protect consumers, the BOD’s who are supposed to be looking out for members’ best interests, or the executive management who selfishly negotiate these deals at the expense of members, and try to convince members to give up their rights, their credit union, their net worth.   It’s a sickening rigged game. 

I see the motivation for the insiders who have millions of reasons for this, but how does the BOD benefit? Or regulators overseeing an industry decline in numbers and reputation?

A Rigged Game

Welcome to what democracy looks like with one- party government.  No loyal opposition.  In fact, no opposition, just obedience. Be a loyal consumer.  A satisfied customer, but not an owner.

The theory of cooperative design is that the one vote per member in election of their board members will act as a democratic check and balance to ensure the owners’ interest always come first.

It is an extremely rare event for those in power to fulfill this voting practice.  Boards become self-perpetuating; members are rarely encouraged to attend let along participate in the annual election.  And there is no voting, just acclimation for the board’s nominees.

The result is that boards and CEO’s believe they alone are responsible for determining the priorities and future of the members’ organization.  Even if this means transferring a long-standing, sound communal charter’s legacy  to another credit union where owners receive nothing and those last in charge cash out, often big time.

Democracy in a One-Party State

The defense offered by the regulator and the credit unions involved in these private deals is the members voted for it, often by overwhelming margins.

But what kind of a “vote” is taking place when those in charge control all the financial resources of the institution, the means for direct member and public communications, the timing and presentation of the election process, and the representation of regulatory oversight and approval?

The situation is the authoritarian’s dream of one-party governance. This is pretend democracy.  The people are told to vote for what the Board and executives will proclaim is a better future; albeit no longer under your control.

The results show the effectiveness of one-party rule.  Over 99 percent of mergers are approved.  An incumbent’s sure-fire strategy for self-enrichment.

To assert, as NCUA and state regulators routinely do, that the members’ voted for this is an  abdication of responsibility for member-owner rights. It destroys the core of credit union character. It demonstrates regulators as powerless or clueless in the face of this predatory  cooperative plundering of members’ equity. There is no governance by members, just subservience.

There Are No Limits

Ambitious CEO’s and boards see these free takeovers being negotiated daily.  There is no limit to the combinations being planned.  Just payout the initiators and receive the billions now up for grabs-for free.  The stakes will only get bigger, the payouts more creative and humongous, and the capitalistic model of acquisition dominate cooperative strategy.

But the history of one-party rule is not encouraging for the  long run.  The consolidation of power and resources grows, the lack of any meaningful role for owners is blatant,  and the sameness of all the “better products and services” becomes apparent to all.

Ultimately, the people will see what the member above observed.  The media will highlight the gaps between purpose and practice.  And the disruptions will start, small isolated at first, but real and threatening to those in authority.  Examples are already underway.

Most importantly, credit union leaders and members will learn what one-party rule means when this occurs with the federal regulator, not just in their individual institutions.  Then maybe the virtues of democracy will be embraced once again.

 

 

 

 

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A Critical Leadership Capability with Example

A professor in the Kellogg School of Management at Northwestern was asked the most important skill he learned in his consulting work.  His answer:  Asking the right questions.  He commented:

PhDs, like many students, excel at defining problems by asking the right questions.

“It’s important everywhere—in academics, in industry, and otherwise—to ask the right questions and choose what to work on, more so than actually knowing how to figure it out,” Gordon says in his keynote address for the Tepper School of Business at Carnegie Mellon University. “The skill is really crucial, and it will take you everywhere.”

I would add to his list, the most important issues of public policy which confront credit unions.

An Example: Questions of Public Policy Priorities for Credit Unions by Ancin Cooley

If Not Now, Then When?

I try to wade into these conversations with as much nuance and care as possible. I understand the layers, timing, political cycles, and just how hard it is to win in Washington.

So when I say this, I say it with full respect for the effort that went into protecting the tax exemption, again. That work is meaningful. It matters. And I don’t take it for granted.

But now that we have a slight intermission before we hit repeat on this tax fight ritual. —I have some honest questions.

Because it seems like every year, every cycle, this issue is always the centerpiece of our advocacy narrative. It’s always the rallying cry. The headline. The thing we organize around.

And my question is:

When do we get to talk about something else? Not instead of—but in addition to?

When do we apply that same level of coordination, messaging, energy, and visibility to:

Member-facing issues?
Governance questions?
Structural threats?

For example:

Can we discuss why America’s Credit Unions is advocating against succession planning requirements?

Can we discuss why America’s Credit Unions continue to pursue changes that would further weaken the role of supervisory committees? We lose several credit unions annually due to a lack of basic internal controls.

If we can mount national campaigns to protect our tax status—and we should—then why can’t we have a transparent, public conversation about the internal reforms that will shape the future of cooperative governance itself?

When’s the right time to advocate for member-facing issues to help credit unions grow and deliver more value to their communities?

Mainstreet” Issues like:

Student loan reform affects members’ financial health and directly impacts credit unions’ bottom lines (past dues, charge-offs, and additional provisions).

Corporate ownership of homes prices out local families and limits credit unions’ ability to provide mortgages (Most credit unions over $1 billion have large mortgage portfolios).

These are win-win opportunities. They intersect with both member interests and credit union sustainability. They build relevance. Trust. Brand strength.

But they rarely seem to rise to the top of the agenda if discussed at all.

I get that during the ceremonial tax battle, it may not feel like the right time for deeper, messier conversations. But that leaves me with the final question:

If not, then… and not now… When?

I would add: What Questions are you, your board or your external consultants raising for your consideration?

 

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The Art of the Steal

Financial oversight policy by the federal government is often presented as two distinct opposites: deregulate so the free market can work its wonders or regulate to prevent the worst instincts of capitalism from harming individuals or the greater economy.

However, there is a third policy option.  I call it fake regulation. The regulator takes action to prevent some excess or outright harm from occurring, but then never enforces the rule.  The market quickly sees these are only pretend guardrails. And the predatory behavior expands in ever increasing incidents.

The Merger Problem Becomes Public

In 2017 the situation of credit unions buying out and paying off their kin was written about by a number of  commentors in articles such  as:

The Dark Side of Mergers, by Peter Strozniak, March 27, 2017 Credit Union Times

Time to Talk About an Ugly Truth in Mergers by Frank Diekmann, March 6, 2017 CUToday

Credit Unions for Sale? By Chip Filson, February 14, 2017, Credit Unions.com

In response to the growing disclosures of large payments by credit unions openly seeking acquisitions, in June 2017 NCUA proposed an updated voluntary merger rule.  Folllowing  a lengthy comment period the final rule was adopted in June 2018.

It is helpful to review the specific statements and intent of this final rule when looking at concrete circumstances today.  For many actual events seem to suggest the rule isn’t in force. There are no longer any regulatory roles or constraints being exercised.

What the Final Rule Required

 

The  rule included important statements about NCUA’s role and scope of authority when approving voluntary mergers.  For example:

“Several commentators . . .suggested that NCUA’s role is limited to safety and soundness concerns.  These comments are not accurate.  The FCU Act explicitly requires the “Board’s prior written approval” before FICU mergers with another FICU. Moreover, as detailed in the preamble. . . the FCU Act requires the board to consider six factors in determining whether to approve FICU mergers.  Clearly, the FCU Act expects the Board to consider the effect of  the proposed merger on the credit union members, and gives the Board authority to deny mergers that do not, in their judgment, serve members well. . .

Several commentators stated. . .that members have no right  to the net worth of a credit union except in liquidation.  This assertion ignores the reality that hundreds of credit unions annually return excess net worth  to members. . .A credit union in good condition has the option of voluntary liquidation  instead of voluntary merger. . .

The Board agrees that mergers should not be the first resort when an otherwise healthy credit union facing succession issues or a lack of growth. . .

The Board acknowledges however that not all boards of directors are conscientious about fulfilling their fiduciary duties. . .

The Board also confirms that for merging credit unions, the NCUA’s regional offices must ensure that board and management have fulfilled their fiduciary duties under 12 CFR$701.4.

In contrast to commenters’ assertions, the statutory factors the board must consider in granting or withholding approval of a merger transaction include several factors related to safety and soundness, such as the financial condition of the crediit union. . . and the general character and fitness of the  credit union’s management. . .

Concerns with Financial Disclosures

The impetus for the updated rule was driven in large part by the financial incentives being used to acquire other credit unions.  In the initial June 2017 draft proposal, the staff was asked by a Board member what percentage of recent mergers reviewed involved increases in compensation?  The staff response said 75% to 80% had significant merger related payouts often in the low seven figures.

The final rule in 2018 had extensive examples of “merger-related financial disclosures” that must be provided members.  Several comments explained the scope and reasoning included in the new rule:

A “but for” test determines whether the senior management official or director would not otherwise receive the compensation “but for” the merger. . .

Disclosure includes, “all increases in compensation or benefits that a covered person has received during the 24 months prior to the date of the approval of the merger plan by the boards of directors of both credit unions. . . “.

The rule applies to all compensation or benefits received in connection with a merger transaction including early payout of pension benefits and increased insurance coverage. . .

. . . the proposed rule requires both the merging and the continuing credit union to submit board minutes to NCUA that reference the merger during the 24 months preceding the date of the approval of the merger plan by the boards . . .In several recent mergers, a review of board minutes has shed light on potential conflicts of interest, including a situation where a credit union chief executive officer voted on a merger proposal that included significant merger related compensation for himself. . .

Furthermore, members’ interest in the transaction extend beyond practical matters of access and service, because the merging FICU’s net worth belongs to the members. . .

The basis for NCUA’s concern about financial disclosure follows with emphasis added:

The prospect of a significantly higher salary at the continuing credit union could be a motivational factor in an individual’s choice to advocate for a merger both internally within the credit union leadership and with members.  Credit union management may well have considerable influence with members, who may look to  management for trusted opinions and advice about whether the proposed merger is in the best interest of the credit union and its members.  It is not unimaginable that the prospect of a significantly higher compensation package could affect an individual manager’s thinking about the desirability of the merger. . .

Houston, We Have a Problem

The Space City CU merger proposal with TDECU violates a number of these explicit statements as well as the intent to protect members’ interest in NCUA’s merger rule.

The initiative was led by the CEO.  The CEO and COO are paid directly by TDECU $850,000 in the transaction, a direct conflict of interest. These are described as “non compete agreements.” This is a nonsensical justification. Neither has ever worked for TDECU.  Now they turn over their entire operations to TDECU after “competing” with this $4.8 billion firm for 30 years and are paid to “non-compete.”

The CEO is to be paid $3.5 million for not working for the next ten years.  In fact he was the person who decided to close the credit union and turn over operations to TDECU and leave the workforce.  The amount, as stated was in “honor of his retirement and in recognition and appreciation of his long tenure and outstanding performance.” This rationale is belied by the facts.  Of the credit union’s net worth, only 39% is from his operational earnings and 61% from the net worth transferred by four other credit unions in mergers.

The members who own the net worth receive $346 each on average, or about 25% of their total ownership stake.  TDECU has announced a definitive acquisition agreement to purchase Sabine Bank five months before the CU merger announcement. The bank owners will certainly receive their entire net worth plus a premium.

However, the credit union owners are asked to approve the same exact economic sale transaction as the bank owners, but will receive only a fraction of their ownership stake. The five employees arranged to pay themselves an amount $1 million greater than the 12,000 members whose loyalty built the credit union.  Management is acting like owners, free to do whatever they wish with the credit union, and not as stewards for the members’ interests.

TDECU is showing credit union member-owners they are less worthy of equitable payment than bank owners.

The Manipulated Voting Process

Space City’s final defense and where the regulators could justify their intentional inaction is that the “members voted for it. “

But member voting is a process without substance.   All of the critical financial disclosures were revealed only six months after the September 2024 joint announcement of the agreement.  Once presented the facts, there was no opportunity to organize and find other options or learn critical factors in this decision.

There was no factual information why this was in their best interest or any relevant reasons why TDECU was the best option—or whether any other options were even considered.

In the Member Notice, it is “recommended” by “your” board of directors to vote yes.  And for that vote, members would receive  between $100 to $1,000.  Vote no and you will get nothing and the implied continuation of the same leaders who decided to close the credit union.

The required member vote is nothing more than a managed event to ensure there is no time or ability for anyone opposed to raise questions or mobilize a counter view.  Management in these so-called elections holds “all the cards” and resources.  Management does not respond to questions from the press or members.

The only requirement to approve is that a majority of those who bother to vote, vote Yes.  There is no minimum number as for example the 20% requirement in other charter changes.  So only a tiny fraction of members participate. Normally the majority of votes are by mail-in ballot where the board says to vote Yes.

To call this one-time vote by members democratic in any sense of that term is a mistake.  It is the same voting process followed by authoritarian governments in such well known democracies as Cuba, China, and Russia.

The System’s Problem

This relatively small voluntary merger of a 60-year old, financially viable credit union, may seem inconsequential for a $2.4 trillion system.  But the details demonstrate the complete absence of any the oversight NCUA clearly lays out in its rule.

The two credit unions publicly declare the merger must pass regulatory approval, implying all they present and do has received the blessing of NCUA.  However, it is a blessing in absentia.  The data and reasoning is misleading, overtly self-dealing and provides no substance for a member-owner to make an informed decision.  But what the heck–the regulator approved it.

The Absence of Regulatory Oversight

There is still one final step in NCUA and the Texas Credit Union Commission’s role.  They must approve the final charter cancellation.  In the past this is a nonevent.  Regulators have not even required  the results of the vote be disclosed when members ask  for details.

Will either the state or NCUA look at the totality of this event and decide  if, under the rule, members’ best interests are being served? Is this cooperative charter termination with these payments the best option?  Might a small fraction of the planned $11 million  payments be used to find new management, request new volunteer leaders from the 12,000 members and give the owners back their credit union?

That would be the common sense and right thing to do.  It would take courage.  And if done, it would send a signal to the entire movement that the era of self-dealing and hypothetical future visions is over.  If a credit union wants to buy another credit union and take over all of its resources, then members need to have a real ownership say and return.

Today there is an absence of any regulatory presence and studied inaction  in the face of misinformation and self-dealing.  This silence has encouraged mega mergers by competitors in  local markets, across state lines and, in one case, across the country.

These proposals involving credit unions with tens of billions of assets are not because some superior business benefit is now feasible for members.  These mergers are by credit unions with all the necessary resources and capability to carry out any business initiative that would better serve members.

Mega mergers only benefit is to the ambitions of CEO’s and their boards who believe size correlates with success.  That view shows they have not looked at the track records of their billion dollar peers about the actual outcomes when exteral acquisitions are prioritized over internal growth.  The record of the largest credit unions shows that internal growth is stronger, more stable and effective than external firm buyouts.

The Combinations Undercut Cooperative Advantage

Moreover, these mergers of sound credit unions ignore the most important system reality. In these combinations, not a single new member is added, there is no market share gained,  and no new markets entered.

Rather, these combinations reduce the number of independent firms with their own volunteers and market strategies,  eliminate leadership opportunities for employees and volunteers, reduce independent community contributors and most critically, destroy the collaborative legacy of generations of members who sought  more control over their and their children’s financial futures.

These mergers reduce the diversity and roots that have made credit unions a unique force in financial service options for America.

Who believes that the 12,000 members of Space City will now have a better financial relationship opportunity as part of a 380,000 member organization (soon to be 470,000) versus their current circumstance?  And if someone wants that option, they can join TDECU today.  But why eliminate the more intimate, personal option now available?

Transparency Does not Erase Wrong Doing

Since the 2018 voluntary merger rule was passed, transparency has illuminated an increasing cycle of cooperative self-destruction driven by institutional self-interest.

The regulators have abandoned the standards they explictly laid out as the foundation for their updated meger rule.  The rationale appears that if you tell people you are taking the members money for whatever reason, then conflicts of interest, self- dealing or simply exhorbitant enrichment are fine.

I know of no illegal activity that is absolved by disclosing the facts of the deed.  But that seems to be NCUA’s interpretation.  CEO’s are increasingly brazen, as in the Space City example, to ignore all fiduciary standards.

There is no cop on the beat.  The temptations will only worsen. In one California merger the CEO and Chair transferred $12 million of members equity to their sole control as part of the merger distributions. NCUA said and did nothing.

Merger stories are clothed with common PR phrases about similar cultures, values and enhanced opportunities for innovation in an evolving marketplace. There is nothing more than marketing rhetoric in these so-called merger plans.

How Healthy Mergers Damage the System’s Soundness

But the current harm is real. Mergers of sound, long serving credit unions destroy the legacy of relationships on which every firm depends for success.  They wipe away the past commitments and memories.  New brands then try to portray a new reality but often show how shallow the relationships have become. For example,  Empeople credit union or the retirement community sounding EastRise FCU.

For cooperatives, legacy matters. It is a design  chosen by  a community of interest wanting to take control of their future with collective action.  Carrying that legacy to the future perpetuates this human effort as opposed  to the cycles of firm destruction accepted as part of capitalism. A credit union instead conserves and passes to the future  the shared interests founded on local focus, knowledge and community spirit.

Instead of building on this foundation to work together, merging stable credit unions results in just another generic financial institution removed from any past connections, constantly seeking new markets to conquer or expand.  The past is over and done with.

While this approach might appear to work for a while, it sacrifices the most important foundation for any successful enterprise, the power of human agency.  Agency means  being part of a collaborative effort, that is a person’s belief  that I am accomplishing something important in my life.  This kind of relationship creates institutional resilience that no amount of resources can achieve. Sometimes we call these outcomes trust and hope.

Space City is just the latest poster child of this growing Art of the Steal.  Its reasons are ridiculous and it may generate member resistance far beyond Houston. For the wider problem revealed in these transaction is that some credit union leaders don’t seem to know for whom they work.

One Voice

A Space City member with deep concerns with this merger called and asked,  Who do I go to for help?  The person had spoken up, answered press questions, encouraged her friends to vote no. But she felt all this was in vain. Just her alone.

My response was you are doing exactly what democracy requires. It is not about creating a popular uprising to overthrow entrenched leaders in a moment of confrontation or voting.

One person standing up and publicly raising their voice will be seen. It will encourage other like-minded persons to learn their concerns are shared. Her courage will become contagious.  It might even spark a regulator to do the job they are empowered to do.

Just one voice. It only takes one match to light a fire. Then watch the members respond with hope and goodwill.  Credit union democracy needs many more  such member-leaders.

 

 

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Whose Voice Do You Follow?

in the late 1970’s Norman Gazer was a relatively new examiner in the Credit Union Division of the Department of Financial institutions (DFI) in Illinois. He had a bookkeeping background, understood accounting, and had a very quiet, reticent almost shy demeanor.

One of the DFI’s goals was that every one of the over 1,000 state charters must have an annual exam.  This must be by the DFI examiners  or completed by an independent CPA firm using our format.

An essential part of the annual exam was the verification of lndividual loan and share account balances.  This was the primary function of the supervisory committee. In larger credit unions this would be done by an outside firm.  When there was no record in smaller credit unions, the examiners would attempt to test the accounts.

Norman did this in two ways.  He would run his own adding machine tape of the individual ledger balances to see if they equalled the general ledger total.  Were their suspense accounts?  Late entries etc?  This was before computers.  In some cases the cards were still hand posted.

I knew we verified  external investments by sending out confirmation requests to firms holding these balances. But how did he verify members?  He said it was simple.  He just looked up the names in the telephone book and called.

It was this effort to verify accounts that led Norman to discover the credit union defalcation at Scott, Forseman and Company, the publisher of the children’s first reading books: “See Spot Run.”  After repeated attempts to balance the share accounts, Norman determined the credit union manager of this $1 million single sponsor, was keeping two sets of books.

When confronted, the manager handed over the second set. The defalcation was almost $1.0 million.Norman’s documentation persuaded CUNA Mutual to cover most of the shortfall under the credit union’s fidelity bond.

Whose Voice Do You Listen to?

In America today almost anyone can set up a platform to share their views about any issue.  Politicians routinely present themselves as the voice of the neglected, unheard or angry.

We often choose the voices to follow by two criteria.   Do we generally agree with the person’s point of view whether the topic is professional, personal or political.  Secondly, we tend to believe those in leadership, or individuals whose opinions are based on their professional experiences and credentials (professors, doctors, lawyers, or regulators)

One of the commentators i respect is Ancin Cooley.  His  succinct postings are well reasoned and from extensive on the ground interactions. His comment on the recommendations of America’s Credit Union lobbiests to reduce NCUA rules caught my attention.  And reminded me of Norman’s story of why we have supervisory committees in the first place.

This is Cooley’s response to  ACU’s proposal to  eliminate supervisory committee and succession planning requirements by NCUA.

What are we doing?

“Now its eliminate succession planning and Supervisory Committee audits?

We’re literally watching member money be used to advocate against the very guardrails designed to protect them and the institutions they trust.

At some point, someone has to throw a flag on the play. Come on y’all….

Succession planning shouldn’t even be up for debate. It’s basic governance. It’s only an issue because if there is a succession plan in place, it makes it difficult to merge the credit union when a CEO retires.

And now, Supervisory Committees? Yes, they can be a pain, but the function must remain intact and unweakened.

This one’s been locked-and-loaded for a while, especially given the quiet, strategic push to weaken audit committees through legislative efforts over the last twenty years.

If we let this trend continue, the very banks we claim not to be will end up with stronger governance and audit protections for their shareholders than we offer our members.

I’ve been asking this question repeatedly: Who do our associations and leagues actually represent?

The members? The credit unions?

Or the CEOs who sign the check for the membership dues?

Because if you said members—if you truly represent the membership—let me be clear: this proposal is not in the interest of any member-owner.

No bank shareholder would vote to eliminate their audit committee. Why? Because they have their actual money at stake.

Our members deserve the same level of protection. Their collective capital deserves the same level of seriousness and protection.”

This is plain spoken common sense by a person who knows what he is talking about.  But there is still a worse outcome than bad counsel.

What could  be more disastrous? Complete silence. Especially by those in positions of responsibility for credit unions.  Tomorrow I will show how voicelessness communicates approval of bad behavior in The Art of the Steal.

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Space City CU’s Board Asks Members to Reward Top Three Execs $6,750,000 for Closing the Credit Union

(Note: This analysis of Space City’s merger is in two parts. Part I follows with the overall summary and  Part II with additional details)

America’s tax-exempt, non-profit, democratically governed credit union system is at a crossroads.  Bank competitors and some analysts are questioning whether the movement has lost its core purpose.

The example below of self-dealing, conflicts of interest, lax board oversight and member manipulation is the latest example of internal corruption in the $2.3 trillion cooperative system. These mergers, marked by executive cash outs, are becoming more common. State and federal regulators seem oblivious or powerless to stop this internal pillaging.

On May 14, the 12,000 members of Houston’s Space City CU will cast their final votes to transfer all control of their 60-year old $142 million credit union, with 14.6% net worth, to the $4.8 billion Houston based TDECU.  The voting enddate was set in the official Notice of Meeting of the Members of Space City CU dated March 28, 2025, and mailed to all member-owners.

This so- called merger is just the most recent example of leaders taking advantage of their position for self-enrichment.  Five Space City executives are giving themselves 57% of the $11,750,208 equity distribution described in the Meeting Notice.  The President would receive $4 million (34%) of the $11.8 million payouts and the Chief Operating Officer   $2,250,000 (19% in distributions from the members’ collective net worth.

The top three insiders will divide $6.750 million for an average of $2.250 million while the 12,000 plus members whose loyalty built the credit union will average $412.

Even though the Notice states the Board “approved” these special payments to five people (one employee joined in 2022), these deals were arranged by the two CEO’s.

This is the September 2024 initial video released by the CEO’s side by side announcing and selling their deal together with a closing handshake.  However, the details of the special “bonus” distributions were not sent to members until the March 28, 2025 Notice or six months after this initial public announcement.

CEO Rohden’s Performance Record

Especially questionable are the actions of Craig Rohden who has been CEO for 30 years.  The board claims to “honor his outstanding performance.” His record as CEO is at best underwhelming and more recently, marked by annual losses. In the past two years the credit union reported negative net income of $611,670 for 2023 and $30,398 in 2024.

Following the 2023 loss, according to Space City’s IRS 990 filing for that year, Rohden was paid a total of $280,562 which included a bonus $46,186 and contributions to a retirement plan of $11,604.  Additionally, the credit union had a split dollar life insurance plan with a balance due of $3.275 million which would fully vest in the proposed merger.  The cash benefits, not disclosed, can often be taken tax free in the future.

However, this performance charade goes back further.  In the latest call report March 31, 2025 the credit union’s total net worth is $19.4 million or 14.6% of assets.  Of this amount 61% or $11.9 million is from “equity acquired in mergers.”  Only 39% is retained earnings from the 30 years of Rohden’s tenure.

Space City lists four mergers resulting in the collective $11.9 million addition to its net worth for free.  The largest gain was in the 2022 merger with Brazosport Teachers FCU (BTFCU). In BTFCU’s March 2022 Member Merger Notice, it disclosed that its entire reserves of $8.2 million were being added to Space City’s existing $9.2 million equity while paying the owners nothing from their collective savings.

It also said the combination would manage approximately $154 million in assets serving 12,564 members.  In the two and half years since this merger, Space City’s assets have fallen by $20 million to total $134 million and membership has decreased by 500 (data as of March 2025).  The reason for this dramatic loss of shares, loans and members is described in a comment by a former BTFCU member on Space City’s merger page at NCUA:

Hester Wende:  I am against this merger for 2 reasons. First, members of the now combined Teachers Federal Credit Union with Space City Credit Union were made numerous promises and assurances which were all fabricated. None of the promised items happened and our service has significantly declined. Student accounts were closed because they didn’t meet the standards of Space City Credit Union. Second, TDECU history over the past 10 years is horrible – numerous data breaches have occurred causing untold financial consequences to members. Their customer service is worse than Space City Credit Union.

Looking at the merger documents, it appears that this merger is all about the current President and Vice Presidents receiving a very significant buyout at the expense of Member’s earnings. 

Her  concerns about TDECU are addressed in my analysis below.

In this equity presentation of “retained earnings” versus “acquired in merger,” only 39% of Space City’s net worth is from the Rohden’s operational  performance. Rather growth has come from convincing other credit unions to transfer their firm’s entire assets to his control. The last three year’s financial record clearly shows a runoff and decline across all assets and share accounts  under Rohden’s management.

The Final Deal

Now CEO Rohden wants to make one more big deal, only this time it is to “sell” the credit union he has led for 30 years. But unlike his four acquisitions where the CEO’s received little or nothing. he wants his own Golden Parachute at a minimum of $4.0 million.

In addition to the Notice’s misleading justification of Rohden’s “outstanding performance,” two other reasons are equally nonsensical.  The Member Notice states Rohden “will not be employed post merger with TDECU and will receive a lump sum of $3.5 million which is the estimated compensation had he remained with Space City until retirement.”

This is the art of the flimflam.  The CEO negotiates the transfer of the credit union’s entire operations to a third party, retires early when he could have continued working and then wants to be paid for not working!

Even more specious is this distribution:  TDECU will pay a lump sum of $250,000 per year for a total of $500,000 in consideration for a two-year non-compete, non-solicit agreement with his compensation.”

Even though CEO Rohden has never worked at TDECU, he is paid for a non-complete agreement. The term non-compete refers to a firm’s internal employees who may have proprietary knowledge to prevent their taking that information to a competitor.  For 30 years Space City and TDECU served the same market. Now he gets paid for a “non-compete” while unemployed?

This upside down reasoning is just a verbal camouflage to cover up a payoff for Rohden’s delivering the credit union’s entire resources plus its brand to TDECU’s control.

There was a similarly worded justification explaining the $350,000 two-year non-compete for COO Nikki Moore as part of her $2.250 million merger payoff.  She again has never worked in TDECU.

These so called “non-compete payment” are from TDECU’s member reserves, not Space City’s. These bonus payments to two key players who arranged and approved this free transfer of all Space City’s resources are by the credit union receiving this largess.

The CEO and directors of both boards who approved these payments should be wise to review their fiduciary responsibilities, alongside their legal counsel.

 Lack of Board Oversight and Due Diligence

The dubious financial performance history of Space City under CEO Rohden continues in these merger justifications and payouts.  Instead of being stewards of the member-owners’ funds, the merger terms reveal self-enrichment. Rohden’s role is especially suspect. He negotiated the terms as CEO, received the largest payments from both credit unions and then recommended his board approve the transaction.

Space City board chair Mick Lay, who signed the official Member Notice, joined the board in 1975.  The Treasurer Robert Sander joined in 1980.  This is a board that has failed in its basic fiduciary duties of care and duties of loyalty.  They have abandoned any pretense of stewardship in their oversight responsibilities.

What’s Next

Should this merger proceed as announced it will be another nail in the coffin of credit unions as immune from the greed and excesses of private enterprise.  While the industry may be rich in its trillions of assets, it is poorer in soul and purpose.  And it is those values that were supposed to enrich members and their communities, not self-serving insiders dividing the spoils from merger deals.

To stop these credit union predatory actions will take courage from persons in positions of responsibility, public transparency in the media, and most of all, members speaking up to oppose this hijacking of their cooperatively owned financial institutions.  

The Rest of the Story in Part II

Following are four analyses of merger details that show the questionable nature of this proposal.

  1. Buying the Yes vote. How the member bonus distribution is structured to incent their approval independent of their support for the credit union.
  2. Using the names, logos and reputation of over 50 Houston area businesses, non- profits and public firms to endorse Space City Credit Union (and then TDECU) and its services for their employees. Each organization has just one vote. But a No would send an important message.
  3. What the members should know about TDECU as the new organization managing their assets including the credit union’s recent financial trends and its intent to buy the $1.2 billion Sabine State Bank headquartered in Louisiana.
  4. The regulators’ responsibility for approving the merge.

Part II: Four Additional Areas for Member-owners’ Attention

 

  1. The Process to Incent Member-Owners to Approve the Merger

Undermining the member vote process is simple.  Vote for the merger and you will receive a minimum $100 if your account is less than $289 (as of March 2024), and a maximum of $1,000.  If you vote no, you will get nothing.

What makes this strategy so transparent is the strange cutoff points for each of the three bonus levels:

Under $289.27, member receives $100.

Under $2,892.68, member receives 34.6% of their March 2024  balance

Over $2.892.68, member receives $1,000

What the Notice fails to disclose is how many voters are in each category.  I presume this precise division, down to the penny, means there are a majority of votes (one person one vote) in smaller balance accounts.  This is a great vote buying strategy, but it was nothing to do with rewarding those member-owners whose participation contributed the most to make the credit union successful.

The average share balance held by the 12,140 members is approximately $9,500.  As in most financial firms, 20% or fewer of members will hold 80% or more of total deposits.  The bonus dividend is not based on members’ financial support. The purpose is to incent small balance members to get $100 each for approving the merger of a credit union in which they barely participate.

We know the board and CEO are aware of paying bonuses on relationships is the normal practice. This example is from its December 28,2023 special dividend: a $1 million dollar bonus dividend payout to its loyal members. . . The bonus, which is a combination of Bonus Dividends ($750,000), Loan Interest Refunds ($175,000), and Checking Rewards Points ($75,000), will be distributed proportionally to all eligible members based on their qualifying deposit balances and activity throughout the year. 

The only qualifying activity in this distribution of members’ collective reserves is to vote Yes to approve the merger.  Vote No, and you get nothing.

  1. Using Sponsors’ Reputations to Endorse the Credit Union

At least 55 Houston Area companies, unions, and non-profits have endorsed Space City for their employees to join and support.  Each of these sponsoring organizations’ reputation is used to promote the credit union and its actions.

As stated on the Space City website, these Platinum Partners can provide your employees with access to a wide range of affordable financial products and services and a clear path to financial freedom.

The sponsors’ logos on the credit unions web page include:   GE Water and Power, Houston Freightliner, Houston Ballet, Houston Housing Authority, Westbury Christian School and dozens more local organizations.

As stated in the merger FAQ’s Businesses with a unique Tax ID number will be able to cast a vote on behalf of their organization.

When these sponsoring organizations vote or are asked by employees whether they should support the merger, their own reputations will be on the line.  Would they support this kind of activity if this were in their own organizations?

  1. What Should Members Know About TDECU?

Included in the Member Notice was a September 30, 2024, financial statement with just balance sheets for each credit union and  their combined accounts. Because of the multiple distributions to members and Space City’s senior executives, the combined net worth of 9.84% is less than each credit union’s pre-merger net worth.

The reasons offered for the merger can be summed up in one word: More.   More branches, products, services, technology, cost savings and employee opportunity.  There was not a single concrete example to document one member benefit.

Right now, every Space City member is eligible to join TDECU without a merger.  Why give up a locally focused independent credit union with higher capital ratios so the 12,000 owners can now be a part of a 385,000 member organization?  TDECU reports a potential market of over 30 million.  Space City members and employees’ control and influence is now 100%; in this merger their role is would be 3%, or insignificant

But the most critical fact about TDECU is not size, but its performance and business direction. Bigger does not mean a better member experience. TDECU’s CEO  assumed office in June 2022.  For the full years 2023/24 through the first quarter 2025, TDECU’s share and loan growth have flat-lined, employee count is down 56 (from 868), and membership is off by 1,000 (from 385.8K).

What’s up is delinquency from 1.54% to 2.01%, and full year charge offs which have risen from $43.4 million to $53million.  The loan allowance coverage ratio from loss reserves is  at .56% versus a national average of  164.3%.

TDECU’s growth has stalled, and earnings are in decline. Full year earnings fell from $32.9 million in 2023 to $11.6 million in 2024. In the first quarter of 2025 TDECU reported a loss of $35,476.

But the most critical question about joining with TDECU is not mentioned at all.  Prior to the September 2024 joint merger statement, TDECU announced it was purchasing Sabine State Bank and Trust Company on April 30, 2024. This $1.2 billion bank is headquartered in Many, LA.  It is 120 years old and operates 51 branches across Louisiana and East Texas. The merger would add about 90,000 new members.  The joint press release says Sabine “specializes in commercial loans with industry concentrations in oil and gas, forestry, timber and agriculture.” 

TDECU’s justification in the release states: “Sabine’s strong commercial operations will further diversify the credit union’s loan concentration and support TDECU’s overall growth strategy.” 

TDECU is using tens of millions of their members’ collective reserves to pay out the owners of Sabine Bank to acquire its business and operations.  If this same business logic were applied to the Space City transaction, then the member-owners of the credit union should be receiving their entire book value ($19.4 million) or more), not the paltry $5 million (25%) distribution offered.

The April 2024 joint bank purchase announcement of a “definitive acquisition agreement” was to be completed early in 2025.  Over a year later, there have been no further public updates.  If this purchase has been put on hold by regulators or other circumstances, then Space City members should know why before they decide whether they want to be part of this new strategy of TDECU.

4.What is the Regulators’ Responsibility?

This proposed Space City merger, according to the joint press release, requires regulatory approvals: The transaction is anticipated to be completed later this year, subject to receiving all regulatory approvals.

The two regulators are the NCUA which insures the credit union shareholders and the Texas Credit Union Commission, which charters and has primary supervisory authority.   Both regulators have seen the Member Notice with its misinformation, disinformation, and inadequate facts which  member-owners were sent to make an informed decision.

NCUA bylaws state CU boards “have fiduciary responsibility to vote for measures in members’ best interests,”  (CU Times March 20,2007) 

A December 18, 2007 CU Times report on the attempt by Wings FCU to pay Continental FCU members $200 each to approve a merger.  NCUA stopped this effort as explained in the article:

“ . . .credit union boards have an essential role in determining whether a merger is beneficial to the credit unions and their members, said NCUA Chairman JoAnn Johnson at an April 5 Massachusetts Credit Union Governmental Affairs Day Conference. 

“The agency held to its position that it would ensure that all statutory and regulatory requirements are being followed including an assessment of the accuracy of all advertising and representations being made about the merger . . .. NCUA said it was prepared to address any inadequacies or insufficiencies that threaten member protection, transparency and fairness.

“In the end, it was NCUA that put a stop to Wings Financial’s merger campaign. On April 20, the agency ruled that the $200 payments Wings Financial had offered to Continental’s membership should a merger go through were impermissible under the Federal Credit Act.

In this case TDECU is paying the arrangers of the merger, the CEO and COO of Space City $850,000.

Today two of the three NCUA board members have been fired by President Trump. This means the Texas regulator will have a primary role whether this self-serving effort, fraught with conflicts of interest, self-dealing and insufficient information is a valid process for member-owner decision making.

The Credit Union Commission’s decision will have significant ramifications for Space City’s 12,000 credit union members, the greater Houston business community, and the system’s reputation for integrity in Texas.

 

 

 

 

 

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Taxation is Not a Systemic Threat to Credit Unions

The most critical threats to credit union’s future are not external, but internal.

Taxation is merely an ongoing PR gambit which both sides use to reload their lobbying coffers.  The decline, or demise,  of the credit union option won’t be from competitors, regulatory adjustments or rapid technology change; it will be from failure within.

Cooperative design provides an unmatchable completive advantage against all foes.  In credit unions the users are also the owners.   In all other firms the objective is to extract a profit from consumer relationships to pay another group, the shareholders, a superior market return.

The Internal Distancing

Over the past several decades, CEO’s and boards have moved further and further away from their members.  The owners no longer have a meaningful role except making transactions. The required  annual meetings often do not allow members to attend, let alone participate. Members are merely customers whose interests are subordinate to the institutional ambitions of the “elected” leaders and the board’s chosen CEO.

Washington’s  Faux Tax Strategy

The current effort in Washington State with bankers sponsoring legislation to tax state credit unions which buy banks is a creative PR move.  But it is not a threat to coop institutions. Most Washington charters have no interest in a bank purchase. In the several states that already tax all state charters, this has not stopped those firms from growing and competing.  Think Indiana’s FIT tax.

Moreover as in many tax situations the workarounds negate any real impact  For example, a credit union could buy an out -of-state bank or convert to a FCU to avoid the local tax.

This law change would not endanger any credit union’s future.  However  it does focus the spotlight on the internal divorce now occurring between credit union’s leaders and the member-owners.

A Growing Estrangement

Has a credit union member ever suggested  their organizaton use its collective reserves to buy out  a bank’s shareholders at at premium over market?  It could never happen.

Credit union leaders would never ask owners for their thoughts, let alone their approval. The members rarely are told the terms of the offer (unless the bank is publicly owned) while the bank owners who must approve it, are given all the details.  Bank buys are an executive strategy, not a member facing one.

Purpose versus Practice

The Washington State tax initiative is a creative effort to highlight  the increasing incongruity between credit union’s stated  purpose and  present practice.   Credit unions were not chartered to buy banks but rather offer consumers a better value proposition with an ownership role versus traditional banking options.

The leaders of credit unions buying whole banks have moved away from their owners and communities as their primary mission.  They use the member’s  reserves to purchase other firm’s financial assets which  provide  no direct member benefits. It’s he bank’s shareholders who are the winners.

The  Democratic Model and Get Rich Quick

The history of political democracies from ancient Greece and Rome through modern day examples, show that outside forces rarely subdue a democratic opponent. Rather democracy fails from within.  Leaders, initially elected,  use their positions to further their self-interest, longevity and ambitions versus serving the interests of those who put them in place.

In the first quarter of 2025, NCUA lists 35 credit unions “failures.”  However the word used was mergers.  Yet reviewing the list most are financially sound, long serving and in many respects focused on local community contributions. These charer cancellations are leadership defaults, not financial failures.

For the past decade mergers have increased as a central growth strategy for some credit unions.  Recently a series of large billion dollar mergers have been announced.  In the DCU (Massachusetts) and First Tech (California) $26 billion combination the two firms are almost 3,000 miles apart.  The press release did not specify a single concrete member benefit.   If you want more information, a member-owner is directed to contact the Silicon Valley PR firm managing the communications.

Follow the Money

In this and other large mergers there is no benefit described that the individual credit unions cannot deliver themselves.  Instead in these and in many smaller mergers initiated by retiring leaders, they are a get rich quick scheme for a few senior executives, or a retirement topping off.

Retiring leaders who gained a professional career and standing, eliminate that opportunity for others and the owners’ legacy of loyalty.  In return the depating CEO receives an enhanced payout or an extended sinecure.

The end result of these merger and bank transactions  is that the credit union system has been pirated away from its ownership roots.  These  entities then pad the budgets of regulators,  system coordinators and their professional operators  whose focus is size—both assets and compensation- not member-owner’s and community needs.

Disruptive leadership is necessary to reverse a system in which cooperative leaders have abandoned the advantage that built the sysem’s current prominence.  Taxation is not  a disrupter and could even accelerate these bank-like maneuvers using a “level playing field” justification.

Gaining Backthe Co-op Advantage

The secret to winning in a competitive market is to define the game you want to play, not play the game you find.  Credit unions built their success around a unique cooperative model.

Placing institutional priority on external acquisitions is neither new nor unique in market economies.  It is merely a bidding contest whether done via mergers or for bank purchases.  It is how monopolies are constructed- the ultimate capitalist ambition.

There is no current body nourishing the sustainability of cooperative financial services.  If the credit union system is to remain viable it will require new energy and coalitions formed by leaders pushing to the front.  Not to fight taxation, but internal subversion, and in some instances corruption, undermining the cooperative model.

Tomorrow I will introduce a person trying to rally and fortify the unique strengths of the cooperative system.

 

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Buffett’s Wisdom For Credit Unions: The Casino in the Cathedral

On Saturday CEO Warren Buffett’s four-hour, open-ended Q&A with Berkshire shareholders was a lesson in leadership.  In life’s wisdom. And in human values.   It was his last time as CEO.

If you read one of many excerpts or listen to a recording, you will be rewarded with a superb public discourse.

One observation is especially relevant to an issue confronting today’s credit union system leaders. That is the radically different approaches to assure future cooperative resilience.

The Casino within the Cathedral

Buffett stated in one response:  “Capitalism in the United States has succeeded like nothing you’ve ever seen, but it has what it is, a combination of this magnificent cathedral, which is produced on the economy like nothing… the world’s ever seen. And then it’s got this massive casino attached.”

The casino describes the speculative, short-term, and potentially risky side of capitalism, where quick gains and money changing hands are the primary focus. The allure and rapid growth of the “casino” can lead to the neglect or overshadowing of the “cathedral.”

Responding to a question about hedge funds entering the insurance business, Buffett pointed out that these firms, which specialize in buying and selling businesses, follow different “fiduciary  feelings” than Berkshire.  Berkshire’s goal is to acquire a business for the long term (forever), not turn around and resell for short term gain.  He believes his approach is the best way to create long term value for his owners whom he wants to retain as well.

The Credit Union Analogy

Today there are two broad business approaches followed by credit union CEO’s. Driving these are two different “fiduciary feelings” about where one’s duty is directed.

On the one hand are those who believe the CEO’s primary goal is to maximize institutional growth quickly.  In some instances, this is through mergers or purchasing external assets or even whole firms (banks).

The primary motivation is maximizing the rewards of leadership.  Sometimes this is while employed; or if not then, cashing out by handing the firm over to another credit union for the right personal compensation from a merger.

A growing current example is the increase in “mega-mergers.”  These multi-billion combinations offer the owners nothing that the individual firms cannot deliver.  Sometimes they are an effort to eliminate a local competitor; in others, it is to gain a larger space and personal reward in the credit union Cathedral.

This Casino approach to leadership is described by writer David Simon in the composition Privilege.  It ends with the words, I’ll play by  those rules:

It’s almost like a casino

You’re looking at the guy winning

You’re looking at the guy who pulled the lever

And all the bells go off

And all the coins are coming

Out of the one-armed bandit

And you’re thinking that could be me.

I’ll play by those rules.

A Composition for the “Cathedral”

The purpose which built the credit union Cathedral is captured in this 1850’s folk song by Stephen Foster,  Hard Times Come Again No More.

The first verse sets the scene:

Let us pause in life’s pleasures and count its many tears
While we all sup sorrow with the poor:
There’s a song that will linger forever in our ears;
Oh! Hard Times, come again no more.

Followed immediately by the rending chorus:

Tis the song the sigh of the weary; Hard Times, Hard Times, come again no more; Many days you have lingered around my cabin door, Oh! Hard Times, come again no more.

“It’s a song about poverty–financial poverty first and foremost, but it also hints at a poverty of spirit, of general misery.

“What’s refreshing about it, what makes it stick in our craw, is its honesty. It doesn’t flinch or pull back from showing real human suffering, bringing it to the very entrance to the drawing room: “Let us pause in life’s pleasures.”  (Source)

This 2010 recording is one of numerous current arrangements.  It uses pictures of the Depression to reinforce this 170-year old challenge for the American economy.  It could be a National Anthem for the credit union movement.

This second arrangement is how a credit union leader like  Doug Fecher (former CEO of Wright-Patt CU) might have recorded with his group when presenting his vision.

How credit union CEO’s make this business choice  will determine whether the movement can maintain its Cathedral.  Or become just another group playing in the casinos of capitalism.

 

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An Annual Meeting that Owners Stand in LIne to Attend

Would your members take time to attend your annual meeting?  Is it an occasion the owners look forward to?  Will they learn something new?  Have a chance to meet board and senior staff?  What would the local newspaper or the credit union press write about the event?

Every  credit union that has issued news releases or been in the press this past year knows the value of public coverage.  The annual meeting is an opportunity to celebrate results, profile the leadership and show respect for the owners who make it all happen.

The “Woodstock for Capitalists”

This weekend in Omaha, NE Warren Buffet will lead Berkshire’s annual meeting.  It is a multi-day event for shareholders who travel from across the country and even foreign countries to attend. The excitement and preparations are described in the WSJ article from April 29.  The company has sent tickets to over 138,000 shareholders and another 6,000 to non-owners who want to attend the event and pay $5.

The actual meeting is so popular that CNBC will broadcast the event live-in Mandarin and English.  The high point will be the initial open-ended Q&A with Buffet and deputies answering questions from viewers and attendees—for hours on end.

This public dialogue always makes headlines as the annual report has been released months earlier.  Not just owners, but the general public is interestedd in Buffett’s observations on tariff’s impact, economic uncertainty, the role of America in the world. Viewers will want to know what the company might have in mind with its $350 billion in cash.

Buffett’s annual conclave for individual owners is a long standing show of respect to those millions of small shareholders versus the billions owned by investment companies such as Vanguard or Fidelity.  He rewards their loyalty by being with them, talking openly and sharing his leadership approach including succession.

The spirit is that “we are all in this together” and “I work for you.”  His approach is an example of a leader accountable to owners and creating a community of shared purpose.

A Buffet without Buffett

What credit union wouldn’t want this same spirited outcome?  But few even try even though the cooperative model presumes this same common interest among member-owners.

One credit union that has attempted to create is own sense of shared accomplishment and celebration is the $160 million Affinity CU in Omaha, NE.

At the annual meeting I attended two years ago there were talks by the state regulator, the President of the Iowa Foodbank as well as the required  CEO and Chair reports.  Scholarship winners were recognized, there was a free buffet dinner for entire families, prize giveaways and even video of one of the members telling his story.

The meeting included the election.  After which all board members, new and old, took their oath of office, in front of the owners.

This was an occasion combining all the elements that make Berkshire’s effort a national news event. It is not an organization’s size and resources that creates owner excitement for this required  meeting.  Rather it is the measure of leadership’s respect for the owners for whom they work.

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Fired NCUA Board Member Harper to Speak at Brookings

The Brookings Institution, a Washington DC think tank, has announced the following event this Thursday:

“Credit union regulation at a crossroads: A conversation with former NCUA Board Member Todd M. Harper.” 

Event Details:

Date: Thursday, May 1, 2025

Time: 11:00 a.m. – 12:00 p.m. EDT

Location: The Brookings Institution, Saul Auditorium, 1775 Massachusetts Ave. NW, Washington, D.C. 20036

This is the link to the online broadcast.

Two NCUA Board Members File Suit to Regain their Positions

On Monday, as reported in CU Today, Otsuka and Harper filed suit in federal court to regain their NCUA board seats.

The full 12-page suit can be found here.  One paragraph is especially important right now.  This is a statement about the quorum needed to conduct Board business.  It reads:

  1. The President’s removal of Mr. Harper and Ms. Otsuka has left the NCUA Board without a quorum, rendering it unable to implement Congress’s mandate in full. Only one Board Member, Defendant Kyle S. Hauptman, remains as both the agency’s sole Board Member and its Chairman.

But the Federal Credit Union Act vests the powers of the agency in “the Board,” not in any one individual, with a quorum requiring a majority of the Board. 12 U.S.C. § 1752a(d). And the “agreement of at least two of the three Board members is required for any action by the Board.” 12 C.F.R. § 791.2.

With only a single Member purporting to exercise authority, the NCUA cannot Case 1:25-cv-01294 Document 1 Filed 04/28/25 Page 7 of 12 7 continue carrying out the supervisory, regulatory, and institutional functions that Congress intended to be exercised by a Board composed of at least a majority of its Members.

Despite some agency and other comments, the lawyers assert that a single board member is not a legal quorum to conduct board meetings or other official business.

Questions for Harper’s Conversation at Brookings

The lawsuit is clear in its arguments that Trump’s actions are unlawful.  But it will take time to see how this legal process plays out, and lots can happen in the meantime.

Here are several areas  I hope Harper will address in this week’s public conversation:

  1. Circumstances at NCUA prior to the removals. The action was just prior to a scheduled board meeting in which the downsizing was on the agenda.  What was the proposed action?  Was there consensus among the board?  What internal work did DOGE representatives do?  Why are Hauptman and Fasio included in the suit?  What was their role in this action?  Did you ask NCUA legal staff for their position or to challenge this action?  What is your current understanding of the state of the agency’s staffing-how many are leaving and what critical areas do you see uncovered?
  2. In addition to following the lawsuit and Brookings conversation, what other public actions might credit unions or their representatives undertake to support this lawsuit? Amicus briefs?  How are your legal expenses being covered?
  3. Your role as Chairman at NCUA. Several significant trends emerged during your NCUA tenure in the cooperative system.  Two major ones were the accelerating pace of credit union whole bank purchases for cash.  The second was mergers of strong, long serving and increasingly large credit unions in which  the departing CEO’s and staffs gained significant personal compensation for setting up the merger.  In one case the CEO and Chair transferred $12 million in member equity to their personal control.  You did not address these topics while on the board.  What is your position on events like this?
  4. Your position on potential future regulatory changes. During your tenure as an NCUA board member you frequently cited the FDIC model to recommend multiple changes in the legislation governing the NCUSIF, the cooperative credit union insurance fund.  Would you support merging the NCUSIF and FDIC if that were to be proposed?  A second issue is potential federal taxation of credit unions in some format.  What is your position on such an initiative?

Finally, how might credit unions and the public get in touch with your and Otsuka now that your official emails and contacts have ended?

I intend is to attend the event in person this Thursday.

 

 

 

 

 

 

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An Annual Meeting Experience

The formal invitation came by mail and read as follows:

TowneBank

Cordially invites you to attend the:

Annual Meeting of Shareholders

Wednesday May 14, 2025  at 9:30 AM

The address for the meeting was the Richmond Convention Center. The invite closed:

Lunch will be served immediately after the meeting

Kindly reply by returning the enclosed card only if you plan to attend

The reply card asked if the attendees would stay for the luncheon.   The only required information was first and last name of those attending.  There was an addressed stamped envelope to mail the response.

TowneBank is $17 billion in assets with  2,800 employees in 51 branches throughout the greater Richmond, VA area.   TowneBank  converted from a mutual charter several decades earlier.  In that process depositors could buy  newly issued shares if interested.   My wife converted her  savings to stock.

TowneBank’s mission is:

Serving Our Community

Throughout our growth, we’ve never lost sight of our true mission: to continue to be a community asset by serving others and enriching lives.

Respect for the Owners

As a shareholder-owned financial institution, their board’s  goal is to provide its owners an acceptable return and ensure trust and confidence in the firm’s leadership.   Its invitation is gracious, formal in style and intended to encourage owner participation.  It feels welcoming.

A Credit Union’s Annual Meeting

The annual meeting of many credit unions conveys just the opposite impression.  Member-owners must register in advance to attend the meeting.  The event is often virtual only, with no member attendance permitted. The agenda may state as mine did: 

Matters requiring a vote

Please note that there is no new business to discuss. The only matter requiring a vote of the members in attendance is approval of the 2024 Annual Meeting minutes.

There is no voting for directors as the board nominated candidates equal the vacancies. No new items or old business will be permitted. There will be a Q & A for questions submitted in advance, and sometimes those added during the meeting.

This was the setup for Patelco’s 2025 virtual annual meeting last Friday.  There was much material a member-owner might download at this site.   The State of the Credit Union included 46 slides with much information both financial and operational efforts. The 2024 Annual Report is 18 pages of high level summaries, a financial statement (unaudited) and pictures of staff and board.

Patelco’s annual report and CEO meeting update met the letter of the law, but the Friday event lacked any hint of spirit. No celebration, no thank yous to members and carefully scripted to create an impression of a required exercise versus a shared experience with member-owners.

The Q&A Portion

The only section not prepared and sent in advance were member questions. Some were submitted prior and some during the meeting.

The cyber ransom attack was a major disruption in 2024.  It was discussed in the CEO’s summary and in the Q & A.  New information included an estimated total cost of $64 million of which  $37 million was fraud losses caused by some 6,000  members during the outage.  Their accounts were subsequently closed.  The sale of Visa shares in January resulted in a $35 million gain which helped offset part of the cyber attack expense.

The Annual Meeting’s Intent

Is the Annual meeting a mere administrative formality to be closely controlled by the organizers?  Or, is it an opportunity to enhance member confidence and support for their cooperative?

The meeting ritual can be much more than publishing required data and information. It  communicates leadership’s attitude toward their member-owners. Patelco’s approach signals control not mutual responsibility.  There were two examples that illustrate this approach.

Democratic Governance

When asked about the closed election process Chairman Rivera read the formal steps. He said there were no limits to board terms. Two board members’ service began in 1996. As of the next meeting, five more will have served for over two decades. Longevity is certainly an attraction for those in power.

The Chairman carefully avoided addressing the issue of democratic governance for topics such as: When was the last meeting in which there was a contested vote?  Ever? Why does the board encourage members submit proxies, thus surrendering their right to vote in board elections?  Why are no members allowed to attend in person?  How meaningful is the member’s meeting  in which all business is conducted with only employees present?

At a time when every segment of the country’s democratic processes seem to be under direct or implied threat, why is Patelco shutting down the democratic practice meant to be the hallmark of cooperative design?

This was a missed opportunity to highlight  fundamental cooperative governance.

Questions About Threats from Without

The second reason for engaging members is that this is the source of the movement’s political power.  Credit unions cannot out spend political funds or have enough lobbyists to rely on traditional forms of political influence. It is members voting their self interest that will secure credit union success in DC.

Three questions touched on  national topics. One was whether Patelco was safe and sound at this moment, referring to bank problems. A second asked about possible threats from a government agency. The CEO’s response interpreted the question as referring to credit unions’ tax exemption.

And the last question of the evening: After President Trump fired two of the three NCUA board members—does this threaten our deposit insurance?  CEO’s answer paraphrased: Your deposit insurance is not threatened, the NCUA board is reduced from three to one member but can continue to take the actions it needs to;  your insurance is federally backed. 

These questions referencing the external environment (taxation, NCUA board firings, bank uncertainties) were an opportunity to educate and prepare members for their critical role in countering these threats.  It was the moment to rally the members with straight talk.  Instead general assurances that everything is OK were given.

To suggest taxation is a just another banker’s campaign is to overlook the entire current context.  True as always, but that is not what is going on that makes this a potential opening now. The response that the firing of two NCUA board members means “business as usual” at NCUA and the NCUSIF, is ill informed or naïve.

Both questions were an opportunity to remind members about credit union uniqueness and why there is a federal tax exemption—the purpose and role of cooperatives in a capitalistic market place.   More vital, this purpose is regulated by a unique dual chartering framework. That system includes insurance fund options that require 1 cent of every member’s savings dollar be sent to capitalize their special cooperative fund.

To blithely assure members their fund and NCUA  function like “business as usual” is to misstate the whole intent behind the board’s two removals.  Moreover, the question of NCUA’s single member board authority is anything but settled.

If this is indeed the view of Patelco’s leadership about DC events, they need to do some homework.  More importantly, their power to address these topics will rely on member awareness and the ability to rally their engagement when needed.

The Bottom Line

Credit unions are different by design until those who lead them cease to believe in that difference.

TowneBank believes in courting and encouraging shareholder engagement. They talk the same language as credit unions about community and customer support.  But they back that community spirit up with invitations and hospitality.

Patelco’s actions speak much louder than the many pages of charts, numbers and operational activity in prepared reports. The annual meeting is not a member’s final exam for the prior year. It should be a celebration of mutual progress.

There has never been a time when acting to support democratic values and practice has been more vital.  Credit unions should be leaders in this affirmation of member-ownership and governance.  Without this effort, credit unions will increasingly be perceived as just another example of self-perpetuating oligarchy at work.