Category: Co-ops in Capitalism

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Why Member-Owner Participation in Credit Union Board Elections Matters

In a response to yesterday’s post citing PenFed, a member sent me the following notice requirements for an owner to be nominated for an open board potions at the credit union.

The 1% standard cited would require 28,128 member signatures based on the latest call report.  It is a mere pretense of democratic owner control.

The member added this comment:  Credit unions are becoming more like Fortune 500 companies every day. They exist not to meet the needs of customers or shareholders but entitled corporate executives. 

The notice also contained short bios of the three board nominated candidates.  The first is a retired army colonel who has been on the board since 2008 and serves on the Planning Committee.

The second is a retired USNR aviator who served for ten years on the Supervisory Committee before “joining the board” in 2022.  He also serves on multiple committees including planning and risk management.

The third board nomination joined the board in 2005 and has just retired from a 38 year career working for the federal government.  This person is the board treasurer and chair of the financial and risk committee and on the planning committee.

All have earned advanced degrees and have served in multiple professional civilian roles.  No one would question their credentials.  However their candidate descriptions include no statements about their priorities for the credit union and its current performance.

 PenFed’s Recent Trends

At September 2023 PenFed’s total assets peaked at $35.4 billion.  As of this June the total was $30 billion.  This $5.4 billion asset decline is a continuing trend.  In the 12 months ending June 2025, shares have fallen by over 10% or $3.0 billion, and loans by 13.2%, or $3.6 billion.

In the income and expense comparison for the first six months of 2024 and 2024, total revenue is down 14.1% and operating expenses by 3.75%   The net income for both half years is positive with ROA’s of .27% and .54%.  However these  results were achieved by recording “non opeating gains” of $86.3 million and $95.3 million in the two periods.  Otherwise, net income would be negative. Non-operating gains result from the one time sales of assets such as buildings or loans.

In the past 12 months, there has also been a decline in the number of branches (4), employees and members.  It has downsized its balance sheet by reducing external borrowings from $3.8 billion at December 2023 to $756 million as of June 2025.   The reduction in total assets has resulted in a net worth ratio between 9% and 10% even with minimal earnings in the past 24 months,

In sum, PenFed is moving steadily backwards.

The Strategic Catbird’s Seat

PenFed has one of the oldest and most recognizable brands in credit unions.  It portrays strength and security suggesting a direct affiliation with the government.  The credit union  has an FOM  charter open to anyone, reporting  342 million potential members.

During the past decade, the credit union has merged over 25 credit unions across the country, acquiring their equity.  Often, after a brief transition, the local branches are closed, employees laid off, members offered only virtual services, and the buildings and other assets sold.  The local legacy relationships, representation, community presence, and reputation are gone.

PenFed has had strategic advantages many other credit union’s covet.  Scale, open membership, diverse products, a recognizable brand, multiple acquisitions of other credit union with their equity and increasing conversions to virtual and remote services.  Yet it is in decline.

Where Are the Overseers?

These declining financial trends have taken place for at least the past two and a half years.  What has the board been doing?   What changes have been tried?

Members are not being served well by their director representatives.  But what recourse do they have other than to close their account and leave?

This situation is a concrete example of why member-owner elections are important versus the habit of routine ratifications of board incumbents.   All three PenFed nominees would seem to have exceptional  credentials.  But in practice they are shepherding a significant institutional dwindling.

The financial engineering to maintain a net worth above 9% by selling off assets to record non operating gains is not sustainable.  Does the credit union even have a plan or leadershlp capable of reversing this diminishing?

This situation is why annual meetings should matter. Elections are moments for accountability not merely PR exercises.  Democratic elections empower owners and promote leader responsibility.  In the absence of member participation, there is no answerability by those in leadership positions.

When the regulator is the last resort for addressing financial and operational shortcomings, the credit union has lost its autonomy.  And member-owners’ needs are sidelined to meet the priorities of the government overseer.

When democracy as the means for leadership accountability is abandoned,  the outcome is rule by habit or authority.   Neither is a sustainable approach for long term success.

 

 

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The Big 3 Credit Unions and Member-Owner Democratic Practice

In a January 2024 blog, I described NCUA’s approval of bylaw changes for Navy and Pentagon FCU’s that effectively eliminated the ability of member-owners to nominate directors for board openings.  (link)

In the post Who is Responsible for Credit Union Democracy, I summarized these changes:

The two largest FCU’s quietly changed the required number of signatures for member nominations for the board.  In both situations the change removed the 500-signature standard bylaw and replaced it with a percentage of members.  For Navy this new signature requirement was 26,000 and for PenFed 5,800 based on their latest reported member counts.

Now the trifecta for the three largest credit unions is complete.  In 2023 and 2024 SECU NC had contested board elecrtions.  In the first year, member nominated candidates defeated the board selected ones.  The next year the board nominated candidates won with tens of thousands members casting ballots.

In 2025 there was no contested election at SECU.  The board chosen candidates were seated by acclamation.  In this post Jim Blaine, a member and former CEO, gives a summary of this voting process (link) titled The SECU Annual Meeting:  Isn’t this a Losing Struggle?

It is not just the Big 3 who have shut down member elections. It has become the standard operating practice for all but a few credit unions.   So does it matter?  Why worry if everything seems to be going OK?

Why Voting Matters for the Future of Credit Unions in America

  • It empowers members in their role as owners. You are more than a customer.
  • It implements the democratic design of cooperative governance via member oversight.
  • It opens director leadership positions to the widest possible selection of candidates.
  • Voting gives current and potential candidates a chance to state their visions for the credit union.
  • Without a vote, the director nomination and selection becomes a “closed loop” that perpetuates existing leaders and their self-chosen adherents.
  • The Board’s standing to carry out its oversight and policy roles is not presented to members and increasingly makes directors totally dependent on management.
  • Without elected board leadership, the default arbiter of vital decisions about credit union activity is the regulator-e.g. bank purchases, mergers and even operational priorities.
  • With voting negated, there is an accountability gap that isolates credit union leaders from the consequences of their operational decisions and performance outcomes.

Voting determines who holds the political power in the credit union.  Without choice, power is concentrated in directors and CEO’s who assert responsibility but not answerability to the owners.   The credit union model becomes compromised, and leaders gravitate away from member needs and value to their views of organizational success.

Absent proper governance via director elections, the cooperative model descends into a system of autonomous, independent financial oligarchies.   They take generations of member-generated collective wealth to run their personal private organization.  Credit unions are increasingly financial islands protected by seawalls from taxation and the traditional market indicators or measures of accountability.

Managing financial wealth is an intoxicating and addictive activity.  It symbolizes and enables the exercise of power in every sector of society.   For many individuals, it is the ultimate indicator of personal success and meaning.

What was once common wealth has become privatized.  The cooperative model is merely a veneer from a prior era of innovation.  And to keep the critical advantage of no taxation.

Ultimately the perversion of this primary check and balance by coop owners will lead to safety and soundness issues where credit unions combine out of fear or greed. The public perception will be that multi-billion dollar credit unions no longer serve a unique public purpose or need.

For some this is the inevitable outcome n a society that worships capitalism and wealth accumulation.  For others, it will be an opportunity to innovate and find new ways to bring the common good to areas of personal needs.

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Democracy Takes Work-Especially in a Cooperative

(Note: this post continues a series exploring the democratic foundation of credit unions)

President Eisenhower:

“Dictatorial systems make one contribution to their people which leads them to tend to support such systems—freedom from the necessity of informing themselves and making up their own minds concerning…tremendous complex and difficult questions. But while this responsibility is a taxing one to a free people it is their great strength as well—from millions of individual free minds come new ideas, new adjustments to emerging problems, and tremendous vigor, vitality and progress…. While complete success will always elude us, still it is a quest which is vital to self-government and to our way of life as free men.”

This year’s fall election cycle, allbeit limited, is putting the issue of what American democracy means front and center.  Some believe it is about majority rule-the winner calls all the shots.  Others have a more nuanced view of participation, diverse representation and compromise.

One of the ways citizens in America learn about democratic practice is its use in the many civic and public organizations in which we all participate:  churches, local elections, volunteer and nonprofit groups.

Credit unions are designed to be democratically governed.  One person, one vote. The primary means for how this process is exercised is at the members’ annual meeting and the election to fill board openings.

Practice Without Substance

In a conversation with a long-time credit union member ( joined at age 5 in 1966) he said he never saw an actual election.  Instead he learned the Chair would appoint a nominating committee led by the Vice Chair.  That committee selected just the number of persons as there were open seats. The candidates were all familiar faces from the existing board or “associate board” members.   The test was loyalty-would they “go along to get along” with the rest of the board.   The tenures of several of these board members extended cases over three decades.

This description would be familiar to many credit union boards.  The election process is managed to perpetuate the incumbents or their fellow travelers.   It is democratic in neither practice nor theory.  In the end the credit union is led by persons who believe in their special skills or status to remain in office for as long as they wish.

The justification for this self-perpetuating board selection is the idea of a “leadership class” similar to trustees, that should not have to answer to voting owners, let alone face a contested election.  This is especially so when external factors suggest satisfactory organizational performance.  Why tinker with success?  Aren’t we doing what is expected, and leading well enough?

Without Elections, Institutions Decay

However, when a minority, no matter how talented, takes control of a credit union board and its selection process, the responsiveness and accountability of the institution to its member owners is at risk.  Which means the future of the credit union is not in the hands of the members, but of a small group who eventually may tire of the task and decide to end the charter—not find new leaders.

The penultimate example is when these self-selected insiders chose to sellout their credit unions history and enter into a merger.  This ending destroys generations of value and loyalty for immediate payouts to the CEO and rhetorical promises for the future under leadership the members had no role in selecting.

Without the annual accountability via elections, the “leadership class” will become conditioned to act unilaterally.  This isolation is one reason why the number of credit unions has fallen from 6,000 to 4,000 in just the past seven years– an attrition almost all via mergers of sound institutions.

These are not financial failures.   They are failures of leadership and morale.   And it all depends on having a passive, uninvolved membership that will act as a customer and not owners-especially at the annual meeting.

Why Credit Union Democrative Practice Matters

Democracy is about more than elections. Even autocracies pretend to elect their leaders. Real elections ultimately undergird freedoms.  As Richard Rohr has stated in another context: But it’s a freedom we must choose for ourselves. It is almost impossible to turn away from what seems like the only game in town (political, economic, or religious), unless we have glimpsed a more attractive alternative. It’s hard to imagine it, much less imitate it, unless we see someone else do it first.

The example of freedom and self-governence is  the ultimate benefit credit unions contribute to a democratic society.  Without elections, the special economic opportunities from cooperative design will sooner or later be compromised by the allure of capitalist inspired greed.

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Two Democratic Movement Events

Yesterday I spent several hours in two exercises with organizations founded on democratic principles.  The first was virtual, watching the Annual Meeting of State Employees NC. The second was in person, a participatory exercise for a much larger political event this weekend.

The Coop’s Annual Meeting

The theme. I believe,  of the two-hour credit union event was The SECU Difference.  The first speaker was the parliamentarian who announced authoritatively that the meeting would be under the latest version of Robert’s Rules of Order.

This was followed by the Chairman’s speech, a SECU foundation report and video and CEO Leigh Brady’s summary of the credit union’s performance for the fiscal year ending June 30.   All presentations were shown in a single, stationary camera frame, with no views of the audience or other members on stage.  Brady’s speech used a split screen when she showing slides to highlight numbers and goals.

The nominating committee chair reported that the number of candidates approved for the members’ vote just equaled the number of vacancies.  Therefore no action by members was necessary.  This prior board selection was approved by acclamation in contrast to the previous two years where there had been contests for all  open board positions.

The  President’s Q&A

The final hour was CEO Brady answering questions submitted in advance and read by an employee.  Up to this point every speech and action was fully scripted and  presented as done events with no member input.

So one would hope the members’ queries might be a bit more spontaneous and informative about The SECU Difference.   In short an opportunity for a CEO to show her “chops” that is the grasp of her role and understanding of  issues on members’ minds.

And the member concerns were plentiful and seemed candid even as grouped into common issues.

  • What is the credit union doing to help members feeling financial pressure?
  • Why are you so hard on loan aoolications?
  • Any changes planned to the Field of Membership?
  • Will SECU seek mergers?
  • When will small business loans be available?
  • Will fixed rate mortgages be offered, not just variable?
  • What is her outlook for interest rates?
  • How will the changes at the federal level affect credit unions?
  • When will the problems with the outsourcing vendor managing excrow accounts be fixed? etc.

The questions expressed real member concerns and experiences.  However every question received a written response of three to four sentences, prepared in advance, with little insight or empathy expressed about the topic.  Most replies referenced a process the member should follow if they had a problem, eg. contact your . . .

My take away: this was a 100% scripted event to conduct a required legal activity with no substance or owber interaction wanted.  And especially no live member involvement as in recent meetings.

The emerging SECU Difference is that the credit union is striving to be just like every other large credit union in both performance and example.   Some of the CEO’s accomplishments  include the replacement of over 1,000 ATMs, the installation of digital signage n the branches and the introduction of two new credit card options: a reward and a cash- back choice.  There will be a core conversion but that will take at least three years to complete.

The prior offerings that SECU created within the credit union structure including the life insurance company, the investment broker license, the real estate management company and the trust services were mentioned, but no performance details provided.   It is unclear if SECU still offers its ATMs without surcharges for non-members.  It has stopped the income tax service and ended the operational support ties with both Latino and Civic credit unions.

SECU’s financial performance is stable and it reiterated its commitment to operate branches in all 100 NC counties and focus the foundation’s resources on non profits throughout the state.  So the credit union may have refocused on its roots versus more expansive ambitions contemplated several years earlier.

What is different now is that SECU sounds and looks like virtually every other large credit union.  That’s neither good nor bad, unless you believe  focusing on creating member value options not readily available  elsewhere was the purpose of a coop.

North Carolina is one of the most attractive  states for new bank investment and branch expansion (after Texas and Florida).   Will not having a strategic difference, other than a tax exemption, be a sufficient strategy?  Time will tell.

Preparing to Participate in Democracy

The second two-hour event was a group meeting to discuss how individuals can become more engaged in influencing current political issues. It was followed by a sign-making, pizza-fueled party at a local church’s social hall. About 25 people gathered to learn and prepared to participate in the coming Saturday’s No Kings rallies around the country.

Seeing the Difference in Democratic Practice.

 

Our Legacies

What will our children and their children inherit from our democratic organizations’ efforts today?

 

 

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A Unique Beginning, But Is Now the End?

In March 1985 CUNA filed a friend of the court brief to support the newly chartered Local Government Employees FCU.   The charter date May 23, 1983.  The North Carolina Bankers Association filed suit in 1984 saying the FOM violated the FCU Act.

As reported in March 1985 issue of Credit Union Magazine (page 25) the suit was filed after the state Supreme Court ruled that State Employees CU (SECU) could not expand its FOM to county and municipal governments.

CUNA argued that “NCUA has statutory authority under the FCU Act to interpret the common bond provisions of the Act, that its interpretation is consistent with the legislative history and legal precedent and that the State Supreme Court ruling against SECU is inapplicable in this case.” 

Local Government FCU won.  It became an operational partner with SECU providing back office and branch support.  The two grew side by side for over four decades.  Local Government had its own board and began to diversify from total integration with SECU, ultimately founding a digital only charter, Civic FCU , to expand its virtual presence and business options.

After Maurice Smith retired as CEO of Local Governement, the new leadership began exploring other options.  SECU’s board may or may not have made a merger overture to the new LGEFCU CEO.  It depends on whom you ask. The upshot was the Local Government merged with its much smaller digital dopplinger June 1, 2025 , kept the Civic name and then proceeded to end its operational dependence on SECU.  No longer were Civic members being served through SECU branches after forty years of having access.

The Beginning of an End?

As the newly named Civic FCU began its independent existence, the transition has not been easy as noted in its July 24 website post. (link)

As it tries to build out its own delivery system the credit union has reported negative net income for the 2023 and 2024 yearends.   But the losses have begun to hemorrhage at June 30, 2025 post SECU separation.

In every critical financial and operational indicator, Civic is going backwards.  It reported a loss of $24.8 million versus a $9.2 million positive gain while working with SECU in  2024.  Compared to June 2024 balances, shares have declined by almost $600 million to $2.9 billion; members have gone from 407,926 to 380,898 with loan originations (-47.3%)and total loans both declining.

Civic has borrowed $320 million at June 2025 versus just $80 million one year earlier.  It is bolstering its net worth ratio with $52 million of subordinated debt.  Its total assets have declined from just over $4.0 billion to $3.66 in the first six months of this year.

The only increase has been in employee headcount going from 319 to 431 since 2024 yearend as the credit union opened at least ten new branches.

How will this story unfold– a new era or is it the beginning of the end?  Civic In its original incarnation was an example of operational, legal and cooperative ingenuity.   It succeeded in expanding credit union services by showing the power of dual chartering-a state charter in essence sponsoring  a de novo federal one.

Today that spirit has been lost.  Civic is struggling to just become another traditional credit union in a state with intense financial competition.  This strategy is using up the financial, reputational goodwill, and cooperative legacy that created a unique solution for serving their members.   Will the CEO and board find their way back to creating special value for their member-owners who seem increasingly skeptical of this independence turn?

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Federal Government Shuts Down-The Importance of Options

In this latest test of political masculinity in Washington DC, the federal government has shut down.

NCUA says it is still open for business.  As evidence  the agency  reissued this guidance from over 14 years ago:

11-CU-05 / April 2011
Planning and Preparedness for a Potential Government Shutdown

This  test of political will and messaging on both sides has an open-ended feeling about it.  No one knows for how long or at what cost this standoff will continue.

This event and its aftermaths will only add to the many economic, financial and consumer uncertainties now infecting future outcomes.

This is not the first era of credit union’s navigating broad events outside their control. Recalling previous periods of change can remind that one of the most useful responses is to have options–not merely  hunker down to weather the storms.

When Options Matter

The headline reads:  Federal Credit Unions Eyeing State Charters as Rate Ceiling Hurts. It is from the Business & Finance section of the January 18, 1980 edition of the Washington Star newspaper.

The opening paragraphs:

Some federally chartered credit unions are trying to switch to state charters because the government’s 12 percent interest rate ceiling is shutting down their loan business. . .

In the last year, the 12 percent ceiling on loans has either shut down lending at some credit unions or generally restricted granting of loans in others.

Energizing the Options-NOW

Leadership is the art of changing before you have to.  The Trump administration’s one consistent theme is disruption, if not the destruction, of traditional government functions.

Recently in an NCUA board meeting the single member Kyle Hauptman suggested that it was possible the agency might have no board members in the future.

Whether that was just a hypothetical musing or confirming his interest in another government position is unknown.

But assume that scenario.  No board at NCUA.  What would the administration do?  What it has done with other vacancies, appoint an “acting Chairman” likely from Treasury.  And then begin a process of assimilation like the OCC under that Department for the agency’s future.

Just one of many possibilities created when the status quo is not longer as political checks and balances are completely gone.

To protect the independence, integrity and unique role of credit unions, it may be necessary to go back to where the movement started and gained its credibility–the state chartered system.

State regulators (NASCUS), state insurance options, trade associations and every credit union, whether state or federal, should now be assessing the ability of the states to be their primary regulatory choice.

It is critical to reinvigorate the state chartering system as a real option as the federal government and NCUA seem to be careening away from any stable leadership and certain future.

Credit unions created the dual chartering system that has evolved into serving tens of milions owners.  It may end up being their best hope for the future.  That is just one history lesson from the 1980’s.

 

 

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NCUA Turns to Exit Stage Right in Examinations

At the NCUA’s September single board member meeting the acting CFO announced the  agency had conducted four liquidations through the first two quarters.  The YTD loss allowance was increased by $17.6 million versus $2.0 million in 2024. $12 million was expensed as an insurance loss for June without any details (Unilever FCU?).

NCUSIF trends are not going in the right direction.

The most important efforts limiting NCUSIF losses are NCUA’s  annual examination program.

The problem  is that it is no longer annual except for selected cases.  After the Agency’s April layoffs of 20% of staff, the exam cycle was extended further for apparently stable credit unions.

But it is not just the frequency of contact, but the quality of the work and the interaction with management and board on important issues.

Against this recent NCUSIF update, yesterday’s NCUA press release was especially unsettling.  On the surface, the single board member Kyle Hauptman announced NCUA’s goal to conform agency policy with the political ideology of the current administration.

The Headline read: NCUA Eliminates Use of Reputational Risk, (link).  But the change was much more extensive as described by Ancin Cooley in a  post in which he  focuses on this paragraph:

In addition to eliminating reputation risk, NCUA has discontinued the practice of assigning ratings to the Risk Categories (also referred to as Risk Areas) for the examination and supervision program. Historically, examiners assessed the amount and direction of risk exposure in seven Risk Categories: Credit, Interest Rate, Liquidity, Transaction, Compliance, Reputation, and Strategic. 

This brief excerpt does not specify what this change means.  Will the 1-5 CAMELS ratings be affected? Will the “high, moderate, or low” summary comment on risk areas be ended?

With credit union failures and NCUSIF losses trending higher, reduced examination efforts, and continuing economic uncertainty,  is now the time to muzzle examiner judgements? Here is Cooley’s reaction:

We live in odd times.

CEOs, I know you’ve had frustrating encounters with auditors and regulators. They can feel burdensome, even annoying. But this latest move from National Credit Union Administration (NCUA) isn’t a win for the reduction of “regulatory burden”—it’s something far more concerning.

Although the headlines highlight the elimination of reputation risk, please read further. In addition to eliminating reputation risk as a rating, NCUA has discontinued assigning ratings to all seven risk categories:

• Credit
• Interest Rate
• Liquidity
• Transaction
• Compliance
• Reputation
• Strategic

Imagine someone removing all the smoke detectors from your building and telling you, “Don’t worry, we’ll let you know when we see fire.”

The purpose of these risk ratings was never busywork. At the aggregate level, they provided field offices, regions, and national leadership with a top-down view of where risk was accumulating. From a staffing standpoint, if a credit union’s liquidity risk was rated high, it signaled the need for additional expertise at the next examination.

Examiners and ERM professionals assess each category based on quantity, direction, and the quality of risk management. The point was never to penalize higher-risk profiles. It was to ensure that if you accepted a higher risk, your management practices were robust enough to handle it.

America’s Credit Unions, NASCUS, and American Association of Credit Union Leagues

How is this a win for the members and the safety and soundness of credit unions? Why do we only hear about tax status, and none of these moves requested are discussed with the same intensity?

A couple of foot notes: NCUA Credit Risk Webinar

On July 15, 2025, in an NCUA (https://lnkd.in/ednAJjCE) credit risk webinar, an examiner (Min 13:49) discussed the benefits of key concepts like risk appetite, risk tolerance, and risk capacity. Those are excellent tools for boards and executives. They’re the backbone of modern ERM.

But here’s the contradiction: NCUA is now saying those concepts are helpful for credit unions to adopt, while simultaneously discontinuing examiner use of risk ratings for the seven categories (credit, liquidity, interest rate, compliance, transaction, reputation, and strategic).

National Credit Union Administration:
Additional Actions Needed to Strengthen Oversight

On Sept. 23, 2021, the Government Accountability Office issued a report stating NCUA has opportunities to improve its use of supervisory information to address deteriorating credit unions. By more fully leveraging the additional predictive value of the CAMEL component ratings, NCUA could take earlier, targeted supervisory action to help address credit union risks and mitigate losses to the NCUSIF. As of today, one of the recommendations is still open, and another is partially addressed.

END

As Hauptman tries to burnish his reputation with the administration’s anti-government ideology, the dangers of a single political point of view determining regulatory priorities in a so-called independent agency becomes clear.

This press release is not about ensuring the safety and soundness of members’ funds or enhancing the cooperative systems critical roles.  It is simply posturing for another assignment in an administration bent on governmental disruption.

The financial and institutional integrity of the cooperative system requires a competent, active regulatory oversight. Institutions that manage financial assets for others are especially vulnerable to self-dealing.  That is why almost every form of money lending, transfer, safe-keeping and advice is subject to governmental licensing and oversight.

Without effective supervision not only will credit unions continue to be lost, the playing field will become crowded with internal and external predators trying to cash in on the abdication of, and disrespect for, regulatory oversight.

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What Cooperative Owners Should Know When Their CEO Buys a Bank

Credit unions purchases of for-profit banks have become a  more frequent and accepted coop strategy.  The most recent total count is 77 purchases since 2010 with 22 announced in 2024.

Buying banks  requires the credit union to pay cash versus the option of issuing new shares or partial cash and share offers when banks purchase each another.

This cash outlay means the members’ collective equity is being used to pay bank owners for their shares, often at premiums  of 1.5 to 2.0 times the bank’s net worth.  The gain or increase is booked as “good will” a non-earning asset that must be evaluated for future write downs.

In  all these situations the members have no say. They are informed  after the deal is signed subject only to “regulatory approval.”  Information as to how and why this outlay of the credit union’s capital will benefit the members is rarely presented.

Moreover, most of these transactions are  serendipitous bought to the credit union by brokers hoping to facilitate a sale for a fee.  There is often no connection or knowledge of the bank.  Sometimes it is far removed from the coop’s existing market.  In one case in Arizona, the credit union  converted to a state charter to acquire a bank outside its FCU’s field of membership.

What Should Member-Owners Know?

What should the credit union owners be told about this use of their cash?  The most important question  is how this transaction will benefit the members.

When purchases are completed within the banking industry the standard disclosures are straight forward-what will be the impact on earnings, dividends and recovery of the capital outlay.

A Case Study in Financial Disclosure

Yesterday the $1.9 billion QNBC Bancorp (QNBC) (Quakertwon, PA)announced the purchase of the $477 million Victory Bancorp in Limerick PA.  As both are publicly traded companies, there is much market and call report information about both firms.

The press release led with the total purchase price of $41 million, based on the closing price of QNB shares in this all share transaction.

While there were other general details of the benefits of the sale such as similar culture, business models and greater combined resources, the crux of the announcement was the financial justification for the transaction for both banks’ shareholders.

In the case of the seller, Victory, the stock price (VTYB) has fluctuated between $10-$11 per share even though it reported a net book value of over $15 at the June 30, 2025 call report.  Last night the stock closed at $18.20 per share.

The $41 million total price is 132% of the banks shareholder net equity of $31 million.  The bank’s YTD performance though the second quarter was an ROE of 9.07% and ROA of .59%.  Both OK numbers, but not great.  But what stands out is that Victory reported zero delinquencies and charge offs in the first six months of 2025.

It is clear why Victory shareholders might be interested in this instant gain in the value of their shares.  But what will the purchasing bank owners gain.  This was discussed at length with specific goals in the announcement under the heading, Financial Benefits of the Merger.  Following are from the proforma financial projections how this transaction will impact QNBC’s owners:

The transaction is projected to deliver approximately 16% EPS accretion to QNB’s 2026 estimated EPS and approximately 19% EPS accretion to QNB’s 2027 estimated EPS. . . The expected tangible book value earn-back period is approximately 3.3 years. . .

On a pro-forma basis for the year 2027, the combined business is expected to deliver top-tier operating and profitability metrics upon fully phased-in integration plans, including:

  • Return on Average Assets of approximately 0.80%
  • Return on Average Tangible Common Equity of approximately 13%.

The pro-forma combined company financial metrics are based on estimated combined company cost synergies, anticipated purchase accounting adjustments, and the expected merger closing time horizon.

Specific financial outcomes based on proforma estimates.  This is what shareholders  expect to see when their shares are diluted with this purchase using newly issued shares.  This is what regulators will use to evaluate their supervision and approval.

The announcement also contains the traditional statements about future hopes:

Beyond just this transaction, this partnership represents an exciting opportunity to build one of the most dynamic and growth-oriented community bank franchises in all of Pennsylvania.”

But the bottom line on this event is the financial benefits to the owners of both financial fimrs.

The Need for Financial  Disclosures

This is an example of the financial disclosures and goals credit union CEO’s should be providing their owners when announcing bank buyouts.  It is standard industry practice and obliquitory for regulatory review.

When credit union’s buy banks the bank shareholders are given full financial details as to why this is a good deal for them.  The NCUA and FDIC require full financial proformas to analyze for safety and soundness issues.

The only owners left in the dark at the credit union members whose funds are being used to pay a premium to the bank’s owners.  It’s past time for credit union owners to have this full information.  It is essential to  understand whether the transaction makes financial sense  and to hold their leaders accountable for the proforma outcomes.  Right now everyone else has the details except the owners footing the bill.

The CEO and Board’s Fiduciary Responsibility

If credit unions want to compete to buy banks, then they should be held to the same financial disclosures to their member-owners as the banking industry requires of their institutions.  Otherwise we risk creating a dark market where the facts are unknown and  accountability for investing member funds is lacking.

The bottom line is that it is the CEO’s fiduciary responsibility to the credit union’s owners to be fully transparent when using their capital to buy a bank.  It is the Board’s duty to ensure this disclosure takes place.

 

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Serving Multiple Masters

Jim Blaine’s blog SECU-Just Asking!  has continued almost daily for over four years.

His blogs have focused on SECU’s changes of policy, norms and practices which he and Mike Lord, his successor, developed over four decades.

These changes of direction included potential mergers, ending the partnership with Local Government FCU, considering business lending and expansion of the FOM.  But his early and most strident criticism was the implementation of risk based pricing on consumer loans.  The prior practice was to charge each member the same interest rate on loans of similar maturity independent of the members’ credit score.

Jim then exercised the owner’s option to recruit members who were open to his point of view to run for open board seats at the annual meeting.  The first effort was successful in that all three member-nominated candidates won over the board’s chosen.

But since that first success the board has enacted bylaw and other procedures to make it increasingly difficult for independent candidates to run–and then eliminating any “live” member participation at the owners’ annual meeting.

Jim’s SECU blog is sometimes caustic and personal.  But most often he tries to present his policy concerns with facts, logic, SECU’s experience, and occasionally referencing other credit unions.

Creating a Unicorn

He believed that long term success depended on creating unique value through  innovation rather than following conventional wisdom or practice.

He would reference the unicorn as a standard for differentiation–mythical or real.

The Basic Question Animating His Commentary

Recently Jim began a series of blogs on SECU’s use of the the 30-year mortgage as the industry standard for home lending.  A practice that includes periodic sales of those loans in the secondary market to minimize ALM risk.

This analysis began on September 18 with a blog titled: SECU “Reinventing The Wheel” With 1930’s “New/New” Mortgage Model.

Subsequent posts have demonstrated the advantage of ARMS for members in many circumstances, but not all.  You can read his follow on daily analysis at the site.

What’s At Stake?

I chose this issue to illustrate what I see as Jim’s basic concern with the many changes suggested and introduced by his successors over the past four years.  His critique is more fundamental than a difference of business judgment.

At the core is a profound  philosophical difference in what it means to be a cooperative.

Jim’s believes the credit union  is owned and exists strictly to serve the best interests of the members.  The most important corollary is the coop’s loyalties cannot be divided between other stakeholders and their business values.  Especially when choosing operational partners, interacting with regulators or even working with other credit unions.

Reading his critique of the industry standard of the 30 year mortgage, this concern comes through loud and clear.  Yes, many persons believe and have been schooled to think that this is the optimum choice when it may not or would not be the best option.

For this is a product designed, facilitated and controlled by two quasi-governmental entities  Fannie and Freddie.  They determine what is best for consumers and their financial duopoly, not for the  consumer requesting the loan.

When one looks at his other critiques, they often ask a basic question, Why is this action, change, or initiative in the members’ best interest?

What is occuring at SECU and many other credit unions is that industry stature and growth  are the primary drivers of change.   We see this reflected in mergers of long-serving, healthy independent credit unions, the buying of banks and outside businesses.  Most critically this disdain for members well being is demonstrated in the  elimination of any owner role in the election or other involvment at their annual meeting.

The coop model has been increasingly hijacked by leaders who inherited generations of member created financial wealth that they presume is now theirs to use as they alone determine.

One of the oldest lessons from all faith traditions is that a person cannot worship both God and mammon.  A number of today’s credit unions have given up on honoring members’ interest as the highest good.  Instead their goal is to become an industry asset leader, to paraphrase a recent CEO’s defense of mergers.

Or, as explained by the $9.0 billion Community America’s CEO Lisa Gitner (Kansas) in proposing a merger with the $3.5 billion Unify Financial Credit Union in Allen Texas:  “Now, we have an opportunity to expand our reach and create more access to CommunityAmerica for you, your families, and even more people across the country. I’ve always led CommunityAmerica with goals that are defined by how many people we can help–not by how much revenue we can generate. That is the driving force behind a transformative milestone in our credit union’s history–and the reason I am writing to you.”

Or to put the issue more bluntly, what consumer or member is going to choose this credit union because it will now “have a presence in 18 states and 22 markets, with branches in Arkansas, California, Nevada, Tennessee and Texas?”