Category: Co-ops in Capitalism

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The Fix is In: Members Act When Denied the Right to Stand for the Board

Credit union’s democratic member voting is a critical feature of cooperative design.

However the practice of democracy can become a charade if those in control fail to follow long standing practices to make it a reality.

A Board Controlling Their Re-election

At December 2021 yearend Virginia Credit Union (VACU) reported $5.0 billion in assets with 310,000 members, 22 branches and 731 employees. The net worth ratio was 9.8%.

In yesterday’s post I shared the member Notice from my credit union’s annual meeting and the fact there would be no voting for four open board seats.  The number of nominations equals the number of vacancies.

Then I received this email from a credit union member about the board of VACU trying to control their own reappointment.  And members’ response.

“Are you aware of this? [link] It appears that VACU needs a mechanism for members’ self-nomination for board elections. Find that hard to believe but VACU is a state-chartered CU and the VA credit union act gives them much discretion.

“Although the nominating committee can send forward more than one candidate for each board vacancy, if they don’t, then nominations from the floor are not allowed and the vote at the meeting shall be by voice vote – which precludes any write-in votes!

“Under any circumstances, if only the uncontested nominees selected by the board appointed nominating committee are eligible to run…it ain’t right…talk about the destruction of cooperative principles?!?!?.

“The fix is definitely in!”

We Own VACU

The link in the email is to a petition in which four members of VACU state their interest in serving on the board.  They describe their efforts as follows:

The Virginia Credit Union Board is trying to rig their election so that YOU lose your right to vote for four amazing community leaders who are running for the board. 

Credit unions are financial cooperatives. They are owned equally by the members with a democratically elected board of directors – one member, one vote. The Virginia Credit Union (VACU) is a Community Development Finance Institution (CDFI) with a responsibility to invest federal dollars alongside private sector capital in the nation’s most distressed communities.

Four outstanding Richmond community leaders and VACU member-owners filed paperwork by last year’s deadline to run for the board in the March 23rd elections — Frank Moseley, Kati Hornung, Richard Walker, and Tori Jones — to bring a different direction, a different relationship with the Richmond community, and accountability for VACU’s atrocious pandemic response to an out-of-touch board of directors that needs all three.

VACU’s board has not only refused to allow their names on the ballot, it didn’t bother to interview or respond to the candidates. Instead the board is planning to hold a Soviet-style election at our annual member meeting on March 23rd, with three board-chosen candidates running unopposed for three seats. You can read the full story here, and learn more about the candidates here.

Tell VACU this is not democratic ownership and we will fight for our voting rights at the credit union the same as anywhere else they are under attack. 

A longer  post called We Own VACU provides the back story of their efforts.  They show the board chair appointed the nominating committee, which in  turn nominated the chair as one of the candidates for the four open seats.

Complaint Filed with NCUA

Where can members go if their efforts are denied?  Who is to call a foul on those in charge if they do not follow their own rules?

The members appealed to NCUA.  Yesterday they filed a formal complaint which can be read in full. The complaint gives the history of their attempts to be nominated starting in September 2021 and the repeated no responses or rebuffs by the board.

They attach their documentation and ask NCUA to vacate the “sham election scheduled for March 23 and require a new election with all four names included on the ballot.”

However their most important request is that NCUA make a policy statement declaring  that:

No credit unions in the country will be permitted to remove member owner oversight, participation in governance, or democratic control, thereby removing the temptation of misguided boards to try.

NCUA has published many such interpretations of acceptable bylaw implementation such as this:

  1. Nomination procedures: Under all options under this Article, the nominating committee must widely publicize the call for nominations to all members by any medium. This requirement can be satisfied by publicizing the information to a large audience, whether by newsletter, email, or any other satisfactory medium that reaches as many members as possible. The NCUA emphasizes that member participation is important during an election, and FCUs must make sure that members are aware of the nomination process. (emphasis added)

But in practice the Agency has shown no interest in member rights even when confronted with documented evidence of board manipulation of voting and annual meeting misconduct. A prime example is the denial of member rights in the Cornerstone Credit Union merger with Belco Community Credit Union.

As a result member participation in annual elections is increasingly a shadow exercise with no substance.  With more virtual annual meetings, the process becomes even more controlled.

As members are removed from the governance process, board and management are free to follow whatever course they alone believe is in the members’ interest. Even when this means giving up sound charters via merger or using member’s collective reserves to buy troubled banks.

Regulatory Leadership or Continued Neglect?

Chairman Harper in last week’s GAC address gave this view of his regulatory approach:

One of my favorite quotes by Molly Ivin’s reads: “I think government is a tool, like a hammer. You can use a hammer to build with or you can use a hammer to destroy with. Whether government is good or bad depends on what you use it for and how well you use it.

He then says how he intends to use his regulatory hammer as Chairman:

Protecting Consumers

Since joining the Board, I have focused on strengthening the NCUA’s consumer financial protection and fair lending resources. Given the consumer compliance examination program for comparably sized community banks, our program’s scope is insufficient, especially for those credit unions between $1 billion and $10 billion in assets. We should be doing more, and we can do more.

I understand this is not a popular opinion in this room. Many within the industry maintain that the NCUA should primarily focus on its safety-and-soundness mission or that the agency has not demonstrated a significant rationale for a stronger consumer compliance program.

Some also contend that the cooperative nature of credit unions prevents their lending practices from being discriminatory because their primary purpose is to serve their members’ needs. However, the logic that credit unions do not discriminate because they are owned by their members is a dangerous myth and one that should end.

Confusing Consumers with Member-Owners

Chairman Harper wants to protect consumers but not coop member-owners who are his primary responsibility.  The GAC comment suggests he has yet to grasp what it means to regulate cooperatives with their system of member governance.

The VACU members’ complaint and the ever-spreading practice of board’s ignoring the critical role of member’s franchise role will demonstrate whether the NCUA Board believes in member rights—or just wants credit unions to see their owners as only consumers.

The VACU members requested a straight forward policy statement that all credit unions could embrace.   It’s much shorter than a GAC speech. It doesn’t require a hammer. Just a reminder of who credit unions are.

I bet such a statement, recognizing members’ governance role,  would also enhance whatever shortcomings there might be in consumer compliance!

 

 

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A Question Sent to My Credit Union’s Annual Meeting

The annual members’ meeting is a legal requirement for all credit unions.   I recently was emailed this Notice from my credit union:

We are conducting the 2022 Annual Meeting by Electronic Transmission as provided in Section 411 of the Amended and Restated Bylaws of XXXX Credit Union. . .The Annual Meeting will be hosted by video conference on April XX, 2022, at 5pm. Members can register by submitting an email request to annualmeeting@creditunion.org.

Questions will not be taken during the Annual Meeting, so please submit any questions that you have in advance along with your attendance request. Answers will be provided during the virtual meeting. 

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 2021 Annual Meeting minutes. The Directors nominated (4) will be approved by acclamation of the Board of Directors as provided by the Bylaws.

The Question I Submitted

Before my question I would offer brief context:

We are seeing people’s belief in democracy tested daily at home and overseas.

This one-person, one-vote governance model is the foundation for all credit unions. For coops, it gives every member a voice, an important factor in building a community of common effort.

Democracy is a fragile system both for countries and credit unions.  It requires continual renewal and participation.

The credit union is a strong financial performer. But no institution, especially a credit union, survives because of financial strength alone.

The foundation of every credit union is the relationships with its member-owners. The process of replacing the members’ voting role with self-appointed directors undermines democratic participation and our unique source of resilience.

My Question:  Will the board commit to having open nominations going forward to seek qualified candidates from the over 400,000 members, beyond the number of board openings, so members may make their voice heard by choosing who should lead the credit union? This would be a vital means of demonstrating the credit union’s statement in the Notice: We’re in this together

 

 

 

 

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Credit Union Leadership as a “Civic Trust”

In describing Jeanne D’Arc’s 110 year history yesterday, I said their leadership was fulfilling a “civic trust.” What does that mean when describing a credit union’s role?

The word “trust” refers to the fiduciary responsibility  of  credit union leaders to be conscientious  stewards of the member’s resources and affairs.   “Civic” enlarges the scope of that oversight to the entire community of citizens from which members join.   This public duty is confirmed by credit union’s tax exemption and their democratic one-person, one-vote governance.

As I researched Jeanne D’Arc’s legacy, an article about a credit union’s conversion to a bank was published.   The occasion was the retirement of Jim Blake the CEO of Brockton Credit Union, founded in 1917, which he rechristened HarborOne Credit Union in 2004.

As the credit union’s President, one of his industry honors was to be chosen by his peers as Chairman of the Massachusetts CUNA League.

In 2013 he initiated a controversial two-step conversion to make HarborOne a stock owned bank.  At the time the 96-year-old, $1.8 billion credit union was the largest state charter in New England.  The move was controversial.  The member vote was just over 60% in favor.

The result of the conversion was to transfer the “common wealth,” that is the approximately $200 million in reserves, to private owners. The new bank’s shareholders received the benefit of this equity but no payouts for credit union owners.

In his February 27, 2022 retirement interview with the Banker and Tradesman Blake shares his thinking about this decision.

The excerpts below  illustrate a different understanding of cooperative’s obligations than that followed by Jeanne D’Arc’s leadership.  I have added emphasis to certain of his statements.

Q: How did you end up at Brockton Credit Union?

A: A search firm that had called me over the years called because Brockton Credit Union was looking for a CEO. I didn’t know what a credit union was. The company told me about them, and I went to the commissioner of banks’ office and talked with them about Brockton Credit Union and then looked at their financials. When I looked at it, I said, “This looks like a mutual savings bank, and they don’t pay taxes.”

Brockton Credit Union at the time was the largest community credit union in the country. I was hired as the chief operating officer, and the expectation was that if things worked out, the CEO was going to retire and I’d take over.

Most of the people that were CEOs of credit unions grew in the credit union industry, and so their view of the industry was guided specifically toward credit union structure and financial capability. I’m not saying anything bad there – I’m saying it’s good.

That wasn’t my focus. I looked at the organization as a financial institution, and we had a credit union charter. The more I got into it, the more I liked it because we were doing really good things, and it was consistent with the history of what credit unions were about at the time.

Q: What led you to convert to a bank?

A: My position had always been that as a credit union, the charter worked for us. As long as the credit union charter worked, we would continue to be a credit union. But if the charter got in the way of the success of the company, then the organization should consider what other options were available.

That was unusual in the sense that credit unions didn’t want to hear comments like that. But the industry changed, and the economy changed. Then we started moving toward the Great Recession, and from my standpoint, that was the real issue for us. We didn’t have much in the way of foreclosures during that period.

What was obvious, as I pointed out to the board, is that we are the only financial institution in the country that has no ability to raise capital.

“We’ve just gone through a Great Recession where it hasn’t impaired us in capital,” I said, “and if this is what we’re dealing with, what do you think the next recession is going to look like? As a board, are we in a position to risk the future of the institution because of the charter, as opposed to having the capability to raise capital if needed?”

And we then talked about all the other issues that, from a product standpoint, we couldn’t get into. We couldn’t do business in Boston; we couldn’t do mortgages over $225,000; and we wanted to get into the indirect auto lending business.

Q: What was the process like?

A: It was a difficult decision to make because we knew that the entire industry was going to attack us. And they did. There were only 35 credit unions that had ever converted to banks. We were the largest credit union to convert to a bank.

Additionally, we were the largest community credit union in the country, and we had received numerous national accolades and trophies about what we do in the community.

We had the [National Credit Union Administration] that was absolutely opposed to us becoming a bank. The NCUA changed their policies as to how a credit union can become a bank, and we were required to send three proxy documents to all of our depositors that said that there’s really no reason for the credit union to convert to a bank.

We had our membership vote in Randolph at Lantana, and we had staff and police prepared in case there were protests. We had one of the largest in-person votes that had taken place in a conversion, and 96 percent of the customers said “yes” to convert to a bank. So, needless to say, it worked well for us. 

Q: When you converted to a bank, did you plan on going public as well?

A: No. When we became a bank in July 2013, we had a couple of things we wanted to do. We wanted to have the ability to go into Boston, and we wanted to buy a mortgage company. It worked for us until we began to get to a point where we needed capital for the growth that we were looking at in the future.

Q: Is HarborOne different from what you envisioned in 2013?

A: We’re totally different because I never had a vision of us being where we are, in terms of the business we’re in and the size that we’re at. This is a tough business, and I say that because the regulatory requirements and competitive environments and credit cycles that you go through – you do the best you can, and you still get bit.

We’ve never had a regulatory issue of any kind. We’ve never had a quarter in our history of losing money. Most of the years when we’ve had CRA ratings, they’ve been outstanding. I just wanted to grow the bank and certainly had no vision of anything like this at all.

End of Interview.

To see HarborOne’s regulatory environment as a bank, one can review the 110 page 2020 SEC 10K filing for the bank and its holding company here.

Other readers might find this link more appropriate.

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Jeanne D’Arc: A 110 Year Perspective on Sustaining Co-op Success

After the first year of operations, Jeanne D’Arc reported $6,063 in total assets.  At December 2021, the number was $1.8 billion.  This is a compound annual growth rate of 12.25%.

The credit union’s history, like its namesake, is an example  of human determination and independence.  It also demonstrates a credit union continually expanding its role as a “civic trust.”

The third oldest US credit union celebrated its 110th anniversary on February 12, 2022.

How does it sustain success for five generations, through two world wars, multiple economic crises, changing technology and always competitive financial markets?

What can credit unions learn from the example?   Can this longevity provide perspective as credit unions evaluate multiple business alternatives today such as mergers, greater size and even buying out local banks?

I believe there is much to be gained from their history.  For the fundamentals of cooperative success have not changed because  they are embedded in coop design.

The Founding

The credit union opened in 1912 in St. Jean Baptiste Parish on Merrimack Street, in Lowell MA, to serve the Franco-American Community.   It was founded by a catholic priest adapting Canada’s Caisse Populaire financial model to serve French speaking immigrants in an area known as Little Canada.

These workers who provided the labor in in the local weaving mills were an early example of an entrepreneurial enterprise “cluster” that might today be described as a “textile silicon valley.”

From the beginning the Credit Union helped build the community as a mortgage lender.  The board voted to accept loan and mortgage applications in May 1912. Personal loans were capped at $100 with an interest rate of 6.00%; real estate loans at $2,000 with an interest rate of 5.00%. It recorded its first mortgage on February 21, 1913.

In the decade that followed the credit union closed over 252 first mortgages helping members move away from the noise of mills to resettle in the fast-developing Pawtucketville neighborhood.  Today almost 85% of the credit union’s loan portfolio is first or second mortgages.

Over the years the credit union has grown steadily as membership expanded out from Little Canada, first to the adjoining area known as the Acre, and eventually migrating to the surrounding suburbs and beyond.

The Acre was the historical entry point for succeeding waves of immigrants.  These included Greeks, Irish and more recently Cambodian refugees and Hispanics.  Lowell today has the second highest population of Cambodian arrivals after Long Beach,  California.  The credit union has always been known as a safe place for these newcomers to put their  money.

Legacy and Continuity

The credit unions roots run deep so that until 1977 all board meetings were conducted in French.  Mark Cochran is only the 7th CEO.  When he moved to Lowell from New Jersey the members would tell him stories about the credit union’s long history in the community.

At the time the credit union had begun rebranding itself as JDCU.  Mark returned to the  original name, Jeanne D’Arc, and reemphasized the credit union’s long time commitment to the area.  He set a priority that the credit union should also be celebrating its heritage in addition to members’ stories.

Today Jeanne D’Arc serves 93,000 members though eight full-service branches in Lowell, Dracut (2), Tyngsboro, Chelmsford, Methuen and Westford, Massachusetts and Nashua, New Hampshire.   It operates three fully operational high-school branches at Lowell High, Dracut High, and Nashua High School South that serve as both financial training for the students and a source for potential future hires for the credit union.

Focus on Members

Jeanne D’Arc’s focus is the foundation of every credit union, that is, it is a movement by and for people, not a financial growth machine.

The most critical outcome of this design is the trust earned with members. Their loyal relationship means the credit union can go out on a limb to help those with damaged credit or no credit at all. Paul McDonald, the cooperative’s vice president of residential and consumer lending, admits the credit union makes loans his previous community bank employer wouldn’t have, and that’s OK.

A Commitment to Community

These loans nourish the community and members’ roots with its long-standing lending priority of helping members buy homes in the local community.  “When they move in this part of the state, it is traditionally only 5-10 miles away.” says Cochran.

In the construction of its new head office, Tremont Yard, the site is on the base of the remaining historic brick foundation of the Tremont Mills Power House, dating back to the 1840s.  “We’ve got a legacy that means something,” Cochran says. “Building on this historical foundation fits our legacy.”

It was also in investment to revitalize this commercial area of Lowell.

“We’re committed to staying on the street where we were founded and giving back to this area that’s been so good to us. People are shocked when I tell them about our history. They don’t believe we’re this old and still in Lowell.” according to Robin Lorenzen, chief marketing officer.

This sense of place determines not only its branch network including those in three high schools, but also how it distributes time and money to meet local needs.

Reinvesting Resources  in the Community

In recent years it has granted $240,000 to the Lowell Development and Finance and Energy Fund, hundreds of thousands annually from its “We share a Common Thread Foundation” to over 100 local organizations as well as similar amounts directly from the credit union.

These organizations range from local little league teams, to Megan’s House-an addiction recovery center for young women; Lazarus House, a shelter and soup kitchen- to direct donations to members to pay home heating bills in winter.

Employees have volunteered almost 10,000 hours annually to make their communities a better place to live.  “We have a reputation for giving back and being visible at our local institutions and their events,” says Cochran

A Strategy Based on Legacy

The credit union’s century long record of service was implanted with its origin story.  It remains literally grounded in the communities of its members and continually reinvesting and attracting more members from  new arrivals.  It is familiar with its communities and known by its members.  It becomes their primary financial home.

Generations of Relationships

Combining this historical local focus with leadership stability enables the credit union to serve members’ financial needs for their entire life.

From “saving at school” elementary programs to educating and recruiting employees through their high school branches, to donations to senior retirement communities, the credit union connections last a lifetime.

Tying Everything Together with Culture

The credit union weaves the threads contributing to its success by creating a culture of service.

“Building a culture of service starts in the hiring process.  We seek peoples with a heart to serve,” says Cochran.

The Unique Capacity of Cooperative Design

I believe there are two additional elements in Jeanne D’Arc’s success that are often overlooked because they are inherent in cooperative structure.  The first is the belief in local ownership as the foundation for vibrant communities.  The second is continuing to mine a niche that is so well developed that even much larger competitors cannot hinder its continued expansion.

“We’ve not strayed from our roots, we’ve just changed how we do it,” observes Cochran.

This is an era when some believe the future can be secured though boundary-less markets, technology innovation or acquiring other financial institutions.

The 110-year message of Jeanne D’Arc is that dedicated consistent implementation of traditional cooperative “knitting” advantages can underwrite a resilient future.  One resulting in an annual growth in excess of 12% for over a century.

Cochran’s future goal is straight forward: “Our members will speak in glowing terms about the institution and its work on behalf of their communities.”

Tomorrow I will contrast this legacy with an interview of a CEO who retired after converting the 96-year-old credit union he led to a stock bank charter.

 

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The President and NCUA Board Members Provide their States of the Union

Today’s post includes excerpts from the speeches of the three board member at the GAC conference in DC this week.

At the same time President Biden gave his administration’s agenda update, NCUA board members were given the opportunity to share their leadership perspective with thousands of credit unions in person at CUNA’s GAC.

Whether their remarks are described as a “state of the industry,” “regulatory update,” or even a “future vision,” I thought about topics they might  address.

My focus was on issues that would most directly affect credit unions and their members.

Will their remarks offer insight?  Will they enhance the credit union brand? What are their priorities? Their tone: concerned or upbeat?  Words to be remembered or quickly forgotten?

How might the extraordinary role of credit unions with members during the two years of the Covid economic crisis be celebrated? And the movement’s political standing enhanced?

Below is my “listening” list with any relevant comment by a board member.  The link to their speeches are on NCUA’s website.

My GAC Topic Checklist

  1. Why the Board decided to implement the new three-part RBC/CCULR capital requirement within days of being posted in the Federal Register. The rule immediately restricted use of over $26 billion in credit union reserves and required $4-6 billion more in additional capital to avoid the RBC regulatory burden. What was the evidence of a capital adequacy shortfall in the system?

Board Member comments:

  1. What are board members’ views of mergers of long standing, well-run, and well-capitalized credit unions that result in fewer choices for members and reduce the movement’s financial diversity?

Board Member comments:

  1. Do board members believe that members’ collective savings compiled over decades should be used to pay off bank owners at premium prices in whole bank purchases? If yes, what should members be told in advance about this expenditure of their reserves?

Board Member comments:

  1. What do board members believe will be the consequences of low-income designated credit unions’ (LID) increasing reliance on subordinated debt from outside investors to comply with higher new capital requirements and for “acquisitions”?

Board Member comments:

  1. How will the agency’s two-year experience with remote exams and work from home impact agency costs and effectiveness? Will future staffing needs be lessened?

Board Member comments:

  1. Is there a special role for the not-for-profit, tax exempt $2.2 trillion cooperative system in American finance? If so what is it?   Or should credit unions be part of a level regulatory playing field?

Board Member comments:

  1. When will the credit union shareholders of the four corporate AME’s  $1.2 billion surplus, receive their final payment as the NGN program ended in June 2021?

Board Member Comments:

  1. Would board members encourage an enhanced democratic member governance role in cooperatives especially at the annual meeting’s election of directors? Would NCUA consider developing a cooperative scorecard, with the industry, to enhance awareness and better implementation of the seven principles?

Board Member comments:

  1. As individual board members frequently voice a commitment to transparency, when will details of the NCUSIF NOL modeling and the Cotton accounting memo be public so credit unions can understand the logic behind NCUA’s financial decisions? Both are subject of FOIA requests.

Board Member comments:

  1. Are there any areas where the agency is willing to work collaboratively with credit unions to develop better solutions such as a wider role for the CLF, a more supportive new charter process, or even succession planning resources?

Board Member comments:

  1. Please share your vision for the future of credit unions given the their record setting performance during the Covid economic shock and recovery?

Board Member comments:

My Summary

Obviously my list and board member priorities differ.   None commented on any of these topics directly.

The themes from the talks included fintech partnerships, crypto and block chain’s future, and an important insight from Chairman Harper:  Leaders of this industry, like all of you gathered here today, should prudently use your hammers to positively affect the financial prospects of all your members.

Harper did not explain the credit union hammers he was referring to.  He made clear the agency would use its hammers for increased consumer compliance. “However, the logic that credit unions do not discriminate because they are owned by their members is a dangerous myth and one that should end.”

If my topics for board members are not yours, it just shows every person has their meat or their poison.   Skim the talks.   They may respond to  your interests or not.

They do however provide an insight on each board member’s view of the industry and his role as a regulator.  And maybe you should go out and buy some hammers!

 

 

 

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Yesterday the Most Important GAC Speaker Missed His Scheduled Appearance

In the gaggle of bipartisan congress speakers, the nobility of CUNA praising attendees, the inside the beltway literati’s wisdom, and the obligatory regulatory updates, there is one person who  missed his scheduled talk.

Chef and humanitarian José Andrés was to participate in a fireside chat with National Credit Union Foundation Executive Director Gigi Hyland on Monday.  The public purpose was to talk “how he lives out the ‘people helping people’ mission through his global humanitarian efforts as a passionate human rights advocate.

Chef Andres is not in Washington DC.  He was on the ground feeding refugees at the Polish-Ukrainian border where his World Central Kitchen has served more than 8,000 meals.

In a TV interview last night, his destination today was to go into Ukraine.

Chef Andres work in places of natural disaster such as Haiti, flood and hurricane regions of the American south and throughout the world have been widely reported.

In March 2020 I witnessed his work locally.   The entire economy had been shut down.  Restaurants were closed, but Chef Andres kept his Bethesda location, Jaleo open.  His staff was still employed providing free meals for several hours each day to workers and anyone else who needed access to food.

The occasion for his absence may say more than an appearance at GAC could have ever accomplished.

For Jose Andres embodies an aspect of “people helping people” that is often overlooked: he runs, not walks, toward danger, need and human suffering.

Walking Toward Member Problems in Credit Unions

Some of the most powerful examples of the cooperative model at work are when leaders walk toward, not away from their member’s needs.  Here are some examples:

  • In 2009 a Dayton credit union continued and expanded its dealer lending program when all other lenders backed out because the traditional car title collateral was suspect as the auto manufacturers faced bankruptcy.
  • A Florida credit union rewrote first mortgages with payments extending out 50 years to keep members in homes as  incomes were reduced by over half by job loss;
  • Credit unions in Lowell, MA (Cambodian), in St Paul MN (Hmong) and in Missoula, MT (sub-Saharan Africa) serve refugees from all over the world who are new to this country’s financial options.
  • The New York City taxi lender who divided his loans into A and B notes.  A was pay what you earn; B-we’ll worry about later.

Two Crises

In the national Covid economic shutdown in March 2020 there are thousands of examples of credit unions willing to walk in the members’ shoes, share their collective capital by waiving fees and giving loan payment holidays all the while setting up remote delivery options literally overnight.  Employees worked from new home offices and kept their full pay.

Perhaps the most consequential example was when I watched the CEO of the second largest credit union in America offer the senior management of NCUA a solution to the Corporate crisis in early 2009.  He said his credit union and his peers would buy all the legacy assets and carry them on their books if NCUA would guarantee no loss of principal.  He was turned down.  NCUA instead guaranteed wall street investors in the NGN program so they could walk away from the problem.

A Unique Capability

The cooperative model is unique in its capacity to walk the extra mile for its members when they are in harm’s way.   That is what self-help means.  Putting member needs first in all circumstances.

I don’t know what Chef Andres would have said in a “fireside chat” at the GAC.  However I believe his personal witness is more important than any words he may have used.

I would hope his example might inspire everyone to ask again what our slogan of “people helping people” means in today’s world.

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Presidents and Credit Unions

There have been two noteworthy moments when Presidents have saluted the credit union movement.

One was by democrat and the second a republican president, 46  years apart.

“We might do something to push this. They are popular”

Here is President Roosevelt’s “shout out” in 1936:

From 1934 through 1940, there were 4,793 new federal charters issued.  A rate of 600 per year.

Since NCUA’s three person board was established in 1978, there have been 1,958 additional charters.  A rate of only 45 per year.  In the last decade that number has fallen to  two per year.

“I want to congratulate you. .. “

The White House,

November, 17, 1982:

Dear Ed:

I want to congratulate you on the progress  you have made as Chairman. . .

It was refreshing for me to learn of the accomplishments of the Board and the 17,000 federally insured credit unions across the country. . .there has been remarkable progress toward self-help solutions to the problems facing the credit union industry.   I applaud your efforts to meet the growing competition among financial institutions through the reduction of unnecessary regulations, decentralization, and improved communications.

I especially want to note the way your were able to guide the credit union movement toward restoration, on its own initiative, of the financial health of the National Credit Union Share Insurance Fund. . .  (emphasis added) This effort illustrates a basic tenent of our administration, that, given the leadership and the opportunity, individual citizens acting together can often find solutions to their problems and need not turn to the government to bail them out.

Keep up the good work.

Sincerely,

Signed Ronald Reagan

Source:  NCUA’s 1982 Annual Report page 4

In April 1982, NCUA had completely deregulated the savings rules controlling all federal credit unions.  From 1982 through June 1987,  the credit union system’s share growth exceeded 15% annually.

In this same six years, 511 new federal charters were granted, a rate of of almost two per week.

The rules controlling bank and S&L deposit products were not fully ended until June 1987.  The April 1982 NCUA board action gave credit unions a five year head start competing in the new era of deregulation.

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Uber and Taxis: Competitors or Partners?

The first question Hawaiian League President Dennis Tanimoto  asked following  my zoom speech to a conference in late November, had nothing to do with my talk.  It was about an event two years earlier at NCUA.

His question:  Do you think NCUA’s sales of the taxi medallion loans was a fortuitous decision?

NCUA had announced the sale pf the medallion  borrowers’ loans on February 19, 2020 to Marblegate Asset Management LLC a hedge fund specializing in buying  “distressed assets.’

I called the sales of these 4,500 loans a betrayal of  the borrower-members in a post four days later.  NCUA refused multiple FOIA requests for information the board claimed to have used when approving the decision. The cash payment for the portfolio’s book value I estimated at 31 cents per $1 from  numbers in a WSJ article.

Marblegate received the discounted loans, NCUA got cash, the NCUSIF (credit unions) were charged for the difference ($700-800 million) and the borrowing members, nothing.  Just more payments, at the loans’ remaining value.

NCUA’s McWatters said the agency would follow up to make sure the “winning bidder works with the taxi medallion loan borrowers in a transparent, good-faith manner and in full compliance with all applicable consumer protection laws.”

McWatters is gone. No such efforts were reported.   NCUA declined multiple FOIA requests to provide the documents used in  their decision.  One month later,  March 2020,  Covid closed down the economy and  with it virtually all transportation needs.

I assumed that was the context for the question.  Did NCUA in retrospect make the right decision?

My response had two parts.  The first was from whose point of view was it fortuitous?  NCUA’s in exchanging cash for assets of uncertain value in the insurance fund?  The borrowers, who were hit by the economic shutdowns?  Marblegate, the purchaser?

I also responded that any assessment depended on what period of time you evaluate the outcome ?  Here’s why.

In early November 2021 an agreement between the city, taxi owners and Marblegate was reached as reported in the press:

NYC taxi workers celebrate after medallion debt relief agreement reached; hunger strike over

Under the new agreement, Marblegate will restructure existing loans to a principal of $200,000, with $170,000 as a guaranteed loan and the remaining $30,000 as a grant from the city and a 5% interest rate. The restructured loans will be on a 20-year plan with scheduled monthly payments, which will be capped at $1,122 for “eligible medallion owners.” The city has said they will act as a guarantor for the principal and interest — a longtime demand of the NYTWA — and will negotiate with other lenders to work out the same agreement.

The bailout applies to owners of fewer than three medallions.  For those, Marblegate has gained an earning asset worth  at least $200,000. This consists of a New York city guaranteed loan for $170,000, a $30,000 cash payment, and a fully collateralized earning asset at 5% for 20 years.

NCUA refused to disclose any details about the portfolio’s sale, but a Wall Street Journal article suggests the loans were sold at an average price between $75 to $100,000.

If accurate, Marblegate doubled their money in about 18 months while earning some interest and principal pay downs on top of this in the meantime.

These  borrowers now have a reasonable opportunity to pay off their loans and own the medallion outright.

Only NCUA and credit unions are left with no upside. The NCUSIF  loss remains fixed at $750 million in return for $350 million in cash earning  25 basis points (.25%) for assets with a face value of over $1.1 billion.

The hedge fund owners, not the members, received the benefit of this discounted loan sale.

The NCUSIF  underwrote the deal in which the Wall Street purchaser more than doubled their money while putting  member-borrowers’ fates  in the hands of the same for-profit firm.

Credit unions had asked to manage the portfolio on behalf of borrowers, the industry and  NCUA.  McWatters response:  The agency carefully considered a proposal for a public-private partnership to purchase the loans; however, with a firm offer already in-hand and no assurance when, if ever, the proposed partnership might be able to act, the agency could not risk losing its qualified bidder.

Credit unions have seen this picture before.  It is direct from the corporate credit union playbook.   The industry was denied the chance to resolve its problems as NCUA sought Wall Street financiers to take the responsibility off their hands.

 Why Review This  Decision Now?

Credit union and NCUA can learn how ignoring options can cost hundreds of millions in recovery potential when selling at the bottom of a market.  NCUA continues to miss out on the critical advantage of cooperatives when resolving problems.

Cooperative structure allows time and patience so  better options can be developed as markets change and cycles of value recover.  As Warren Buffet noted:

“The true investor welcomes volatility. A wildly fluctuating market means that irrationally low prices will periodically be attached to solid businesses. It is impossible to see how the availability of such prices can be thought of as increasing the hazards for an investor who is totally free to either ignore the market or exploit its folly.”  (emphasis added)

But if we extend the window out farther, might taxi owners still lose the “solid business” battle and the medallion ownership still remain devalued?

The competition in the on-demand public ride and delivery market is intense. Taxis are in a market disrupted by UBER/Lyft,  among others. Can medallion owners compete with these billion dollar unicorns, venture-backed technology platforms relying on hundreds of thousands of gig workers to produce revenue?

One long time CEO medallion lender said the issue will be decided by the drivers, not institutional financial power.  He suggested a way to think about the future is to ask: if given a choice between being an owner or an employee, which option would you choose?

UBER’s Yearend Financial Report

His question resonated as I reviewed the latest Uber financial updates as of December 31, 2021.

Uber’s mission statement is now generic, not just ride share: “to create opportunity through movement.” The following are some operating and financial highlights from the report:

  • Cannabis pick-up: Announced an exclusive partnership with Canadian cannabis retailer, Tokyo Smoke, to provide consumers with the ability to place orders from Tokyo Smoke’s catalog and unique accessories on the Uber Eats app. Tokyo Smoke is the first cannabis merchant to list itself on the Uber Eats platform.
  • Membership: Officially launched Uber One in the U.S. in November as our single cross-platform membership program that brings together the best of Uber. For $9.99 per month, members have access to discounts, special pricing, priority
  • Monthly Active Platform Consumers (“MAPCs”) reached 118 million: MAPCs grew 8% QoQ and grew 27% YoY to 118 million.

While interesting examples of the firm’s operating efforts, UBER has never made a profit and accumulated total operating losses of $23.6 billion.

From the company’s unaudited December 31, 2021 Balance Sheet

Accumulated deficit:  $23.6 billion

Stockholders equity:    $14.5 billion (total stock issued $38.6 billion)

Goodwill as an asset:    $ 8.4 billion

Loss from operations in 2021:  $3.834 billion

And one of UBER’s latest  innovations to reach profitability?

Uber Taxi

Local taxis at the tap of a button

 No need to try to hail a taxi from the curb. Request a ride from your phone with Uber Taxi.

  • Licensed, local taxi drivers
  • Pay with cash or card
  • Track your ride

That’s right, they now want to partner with the taxi drivers in various cities.  I clicked on the button to see if any of the over 100 cities listed included a taxi option.  I could not find an example.  Or maybe they are just trying to hire the drivers, and lure them to abandon the quest to own  their own medallion.

So if you can’t beat them, why not join them?

One further thought with this taxi  partnering  effort.  To whom do you think Marblegate will try to sell their fully performing, guaranteed 3,000 to 4,000 medallion loans, to make another quick gain on the restored book value? UBER still holds over $4.0 billion in cash.

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CCULR/RBC Unconstrained by Statute: An Arbitrary Regulatory Act

The new RBC/CCULR rule must meet two administrative procedural tests, as any other rule, when NCUA claims to be implementing a law.  The first was outlined yesterday:  Was there substantial objective evidence presented to justify the rule?

As I described, NCUA presented no systemic data or individual case analysis whatsoever. In fact, the credit union performance record  shows an industry well capitalized and demonstrating prudent capital management over decades.

In the December board meeting Q&A , staff confirmed that in the last ten years, only one failed credit union would have been subject to RBC.  But today 83% of the industry’s assets and 705 credit unions are now subject to its microscopic financial requirements.

The second test is whether the rule conforms to Congress’s legislative constraints when giving this rule making “legislative” authority to an agency.  The PCA law was very specific in this regard when extended to the credit union system.

NCUA’s PCA implementation must meet three tests: that it apply only to “complex” credit unions, “consider the cooperative character of credit unions,” and be comparable to banking requirements.

NCUA had already passed these PCA implementation tests before. In 2004 GAO reviewed NCUA’s risk based net worth (RBNW) implementation of the 1998 PCA requirement and concluded:

The system of PCA implemented for credit unions is comparable with the PCA system that bank and thrift regulators have used for over a decade. and,

. . . available information indicates no compelling need. . . to make other significant changes to PCA as it has been implemented for credit unions.

At that time the risk based capital (RBC)  requirements had been in place for banks since 1991.

Today  NCUA’s new RBC/CCULR rules clearly fail all three of these constraining criteria.

A “Simple” Interpretation of “Complex”

NCUA 2015 RBC rule declared that the complex test include all credit unions over $100 million.  After the full burden of the rule was apparent, in 2018 the board changed complex to mean only credit unions over $500 million in assets.

Some credit unions clearly undertake operational activities or business models that are more involved than what the majority of their peers might do.

Examples could include: widespread multi-state operations, conversion to an online only delivery model,  lending focused on wholesale and indirect originations, high dependence on servicing revenue, using derivatives to manage balance sheet risk, funding reliant on borrowed funds versus consumer deposits, innovative fintech investments, or even the recent examples of credit unions’ wholesale purchases of banks.

The agency did not define “complex” using its industry expertise and examination experience to identify activities that entail greater risk.

Instead, it made the arbitrary decisions that size and risk are the same. In fact, most data suggests larger credit unions report more consistent and resilient operating performance than smaller ones.

In changing its initial ”complex” definition by 500%, it demonstrated Orwellian logic at its most absurd.  Complex turns out to be whatever NCUA wants it to mean, as long as the definition is “simple” to implement.

Universal for Banks; Targeted for Credit Unions

For banking PCA compliance, RBC was universally applied.  Every bank must follow, no complex application was intended.

By making size the sole criterion for “complex” the board reversed the statute’s clear intent that its  risk-based rule be limited in scope and circumstance when applied to credit unions.

The absurdity of this universal, versus particular,  definition is shown in one example. The rule puts $5.6 billion State Farm FCU, a traditional auto and consumer lender with a long-time sponsor relationship, in the same risk-based category as the $15.1 billion Alliant, the former United Airlines Credit Union. Alliant has evolved into a branchless, virtual business model with an active “trading desk” participating commercial and other loans for other credit unions.

NCUA’s “complex” application of the PCA statute is totally arbitrary based on neither reason nor fact.

Capital design: the most important aspect of “Cooperative Character”

The PCA authority additionally requires that the Board, in designing the cooperative PCA system, consider the “cooperative character of credit unions.” The criteria, listed in the law are that NCUA must take into account: that credit unions are not-for-profit cooperatives that:

(i) do not issue capital stock;

(ii) must rely on retained earnings to build net worth; and

(iii) have boards of directors that consist primarily of volunteers.

The single most distinguishing “character” of credit unions is their reserving/capital structure. Virtually all credit unions were begun with no capital, largely sweat equity of volunteers and sponsor support.

The reserves are owned by the members. They are owed to them in liquidation and even partially distributed, in some mergers.

These reserves accumulate from retained earnings, tax exempt, and are available for free in perpetuity-that is, no periodic dividends are owed.  Many members however can receive bonuses and rebates on their patronage from reserves in years of good performance.

Most products and services offered by credit unions are very similar to those of most other community banking institutions. The most distinctive aspect of the cooperative model is its capital structure, not operations.

Cooperative Capital Controlled by Democratic Governance

This pool of member-owner reserves is overseen by a democratic governance structure of one-member one- in elections.  The reserves are intended to be “paid forward” to benefit future generations.  This reserving system has been the most continuous and unique feature of cooperative “character” since 1909.

This collective ownership forms and inspires cooperative values and establishes fiduciary responsibility.  Management’s responsibility for banks is to maximize return to a small group of owners; in coops the goal is to enhance all members’ financial well-being.

This capital aspect of the cooperative charter is so important that if credit union management decides to convert to another legal structure, a minimum 20% of members must approve this change. No other financial firm has the character of a coop charter with its member-users rights and roles. Not even a mutual financial firm.

Bank’s Capital Structure Very Different from Cooperatives

For banks, capital funds are raised up front, usually from private offerings or via public stock. Owners expect to profit from their investments. Dividends are paid on the stock invested as part of this anticipated return. Today shares represent about 50% of total bank capital.  In credit unions, it is zero.

Bank capital stock, if public, can be traded daily on exchanges. The market provides an ongoing response to management’s performance.

This capital is not free as most owners expect a periodic dividend on their investment.  As an example, in the third quarter of 2021, the banking industry distributed 79% of its earnings in dividends to owners.

There is no connection between a bank’s capital owners, and the customers who use the bank, unless customers independently decide to buy shares in the bank. In credit unions, the customers are the owners.

The remaining component of bank capital is retained earnings. However, every dollar of earnings before  added to capital, is subject to state and federal income tax. Credit union retained earnings are the only source of reserves as noted in the PCA act.  These coop surpluses accumulate tax free.

In design, accumulation, use and governance credit union reserves are of a totally different  “character” than bank capital. Their purpose is to support a cooperative financial option for members and their community.

Bank capital is meant to enrich owners through dividends and/or future gains in share value.  Credit unions’ collective reserves are to benefit future generations of members.

Credit unions are not for profit.  Banks are for profit.

In a capitalist, private ownership dominated market economy, the cooperative’s capital structure is the most distinctive aspect of credit unions.  This is not because of its amount or ratio.  It is its “character,” from its origin, perpetual use and  oversight by members.

Nothing in the CCULR/RBC rules recognizes this especial “character” of credit union capital.  By not addressing this issue, the rule ignores this constraint of the  PCA enabling law.

The historical record demonstrates that  credit union reserves are not comparable to bank capital.  Rather they are a superior approach tailored to the cooperative design.

Tomorrow I will look at the third test, whether RBC/CCULR conforms to the PCA’s requirement of comparability.

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A Coop Veteran on Opportunity

Randy Karnes led CU*Answers and its affiliates for over 25 years as CEO.   Combining network strategy in the Internet era with cooperative design was critical to the CUSO’s strategy.

He has stepped back from the CEO’s role and is heading to retirement.  He continues to share thoughts on what makes credit unions and CUSO’s successful.

Seeing Opportunities Within and Without

How do leaders rally their teams to moments of opportunity? Drive themselves to see others’ initiatives in a system as part of their own?

There have been times when inventorying the business problems in a marketplace was the right play to call out opportunity.  But when defining problems becomes more debilitating than inspiring as opportunities you have to change gears. 

This is a market of opportunity for employees and professionals – to open their eyes to the chance to be more.

Show everyone around you how to engage for opportunity, that they are the solutions and entrepreneurs with spirit.  Engage…..and corporate tricks like mergers, re-organization, and internal gambits will be far less inviting.  Engage your team one task at a time and watch your confidence in the way forward grow.

In my entire career I have never seen a marketplace so ready to reward people who are simply positive about the opportunity all around them. 

Cooperative Governance and Advisory Boards

Cooperative Business Designs and the drive for customer-owner governance:

Can 7 directors  (CU or CUSO) be seen as credible for 100,000 customers, 12-24 business lines, multiple product/service distinctions, and the intensity for cooperative passion? 

Our niche (cooperatives and credit unions) doubt it every day in pushing back against our competitive model.   But do we push back with actionable and tangible examples that overcome the issues?

There is a reason that Jim Blaine (SECU) had nearly 300 advisory boards – perception matters – the design and the faces of governance matter.  That is fundamental to a network’s success.  Our governance should be a meaningful platform for our competitive advantage and distinction.

This is not to say that there is a size limit for cooperatives. Rather this is to say that scaling governances, delineating the passions applied, and marketing customer-owner leadership closer to the delivery of the value, are the key to everyone’s seeing that cooperatives are different, no matter the size.