Category: Cooperative Design

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Should Credit Unions Buy Banks?

Two major credit union purchase and assumptions of commercial banks have been announced recently.   The $7.5 billion GreenState Credit Union in North Liberty, IA is buying two banks outside Its home state with total assets of $1.1 billion.

In April the $10 billion Vystar Credit Union in Jacksonville, Fla., agreed to buy the $1.5 billion Heritage Southeast Bank of Jonesboro, Ga., for $189 million, becoming the credit union industry’s largest bank acquisition.

Excess Cash on Hand?

With the average annual asset growth over 20% for the largest credit unions, the explanation that buying size to get to the future faster  would seem questionable.  Organic growth has taken off.

Is it possible that all the excess cash on hand is burning holes in credit union pockets?   If that is a factor than it is well to remember the age-old wisdom about money and value: asset values of banks tend to benefit from excess liquidity and suffer from a dearth of it, like most other asset classes.

Three Ways of Approaching the Issue

In upcoming blogs I will look at several examples, some pending and others completed, around three topics.

  1. Is the purchase of whole banks consistent with the public policy role of credit unions, a role that  justifies their exemption from income tax?  In the political arena, local and nationally, do these transactions help or harm credit union’s reputation?
  2. How do purchases benefit existing member owners? Are the disclosures and information credit union CEOs provide about these transactions adequate for existing members whose loyalty created the capacity to do these cash purchases?
  3. Looking at several examples, albeit with incomplete details, do these investments appear to be financially sound, especially in instances where the announced price is substantially above recent market value?

No Easy Answers and No System Dialogue

At each level of analysis there will be differing viewpoints.  NCUA has taken a hands-off approach signaling that these are merely “market-based transactions.”   I believe this is a misuse of the term.  At one point Chairman Harper, as a board member, indicated concern that “former consumers of the acquired banks will not have the same level of consumer financial protection oversight in their new credit union.”

Because an activity is legal does not mean it is wise.  Either as policy or in a specific instance.

Another difficulty is assessing the financial impact of these larger events on the purchasing credit union.  It may not be possible for years to know the benefits or costs on the acquiring credit union or the communities and customers  whose accounts were transferred.  For example what is the retention rate of depositors?  It is one thing to acquire assets, it is another skillset to manage them effectively.

As a general maxim, the purchase or merger of commercial entities tends to reduce shareholder value.  Before its recent disposal of its media assets, AT&T (T) spun off its DirecTV and other pay-tv services into a separate company, with private-equity firm TPG Capital as a 30% owner of the new entity. The deal valued the pay-tv services at a combined $16.25 billion, compared to the $66 billion that AT&T paid for DirecTV alone in 2015. (CNBC)

My goal in following articles will be to ask questions and to confront the seemingly nonchalant acceptance of this activity within the credit union community.   Through dialogue I hope credit unions can become more aware of what is at stake and what future actions might be, if different from the vacuum that now surrounds these activities.

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A Brief Motivational Speech for Credit Unions-For Anytime

Leadership involves passion. That is the ability to motivate listeners to rise above matters of the moment to strive for greater success.

The skill is rare. It must speak to the heart and the head, ideally with humor.

One person who achieved this art was a former high school football coach who years later became Chairman of NCUA. Whenever Ed Callahan spoke, he would often end his talks with a rouser. It was a throw back to the halftime coach’s exhortation to go out and win the game.

I miss this communication mastery in today’s credit union world. It is more than a celebration of financial accomplishments. It is a spirited message that uplifts by affirming belief in and ambition for the future of the cooperative system.

Then I found a 1994 VCR video that captured the feeling of this endless opportunity to serve people in what the speaker asserts is the “best movement in the world-second to none.”

You may not need your morning coffee after listening to this minute and a half excerpt. It is a momentary summing up during a lending seminar by Rex Johnson. His persuasive tone and style undoubtedly owes a debt to the Southern Baptist preaching from his upbringing.

He wants credit unions to “get rid of the box” when making loan decisions and to exercise creativity serving members in “these difficult times.”

The message sounds just right for today and maybe all time.

https://youtu.be/WMBRunsCVGw

 

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America’s Most Responsible Credit Unions

A headline like that would certainly get lots of attention. That is exactly what got mine: only it actually read, America’s Most Responsible Companies.

The January 14, 2021 article was based on an analysis by Newsweek and Statista. Companies were ranked on the three criteria of the ESG corporate model, environmental, social, and governance. The process included a pre-screening of a large universe of firms, as well as in-depth corporate social responsibility (CSR) reviews, and a consumer survey.

Companies were given a score out of 100 and ranked accordingly. With a score of 93.2, HP placed first as America’s most responsible company. The top 20 included nine tech firms. General Motors received the top score for social as the only firm with women as CEO and CFO.

The full methodology used by Newsweek is described here. The initial pool of over 2,000 companies was narrowed down to 400 which were then evaluated in a four-phase process. One phase was a survey of 7,500 U.S. consumers plus a review of the companies’ published key ESG performance indicators.

Is a Credit Union Responsibility Analysis Needed? Possible?

The purpose of the ESG ranking is to provide another, vital perspective on corporate performance beyond the traditional financial and stock price benchmarks. This recent model has been a lens used increasingly by large investors such as pension and mutual fund managers. Many companies are now publishing these additional indicators to enhance investor and public confidence in their business plans.

The primary rankings published on credit unions today are by size (assets, members, branches, etc.) or financial ratio performance—ROA, growth, or net worth.

Recently, like the corporate world, there are efforts to publish DEI statistics-diversity, equity and inclusion–for the credit union’s staff and board. This data has become more important as all organizations respond to systemic inequalities increasingly called out by events. Yet this focus is not unique for coops.

As cooperatives, credit unions have positioned themselves as more socially aware and responsible than traditional financial providers. Rate comparisons and how much members save annually are examples of financial value. But should there be more than simple financial markers if this unique design is doing something significant versus competitors?

A Cooperative Scorecard

Almost a decade ago CU*Answers, a CUSO 100% owned by credit unions, developed a cooperative scorecard providing a self- assessment created using the seven cooperative principles. The complete template is available here. The CUSO offered $50 for credit unions to send in their scores to encourage participation.

The scorecard’s purpose was to “operationalize” and measure the seven principles and to assist credit unions who wanted to enhance their cooperative advantage.

The form even included a scoring summary ranking:

Your Score How You Did
More than 104 points Congratulations, you are a shining example of a true cooperative.
80-103 points Not bad, not bad at all. You are doing well.
58-79 points Need to work a little more on your core cooperative values.
Step 1: find someone who scored higher than you and ask how they did it.
Less than 58 points You are a cooperative, right?

Today some of the key performance questions under the seven cooperative criteria might need updating, for example in responding to Covid. Note that none of the measures are based on financial performance. Rather the scores are indicators of cooperative conduct.

The Need for Cooperative Measures

With credit union performance today graded almost solely by financial outcomes, the result is an erosion of differences with other financial options. The cooperative “brand” is blurred. Member purpose becomes just “a little better financial deal.”

Most importantly, the advantages of the cooperative charter are minimized, becoming just a 7-part marketing slogan on lobby posters. When in fact the customer-owner relationship has been pivotal in creating the competitive advantage credit unions enjoy today.

A scorecard, thoughtfully designed, is more than a form to create another set of rankings. It should revitalize leaders’ attention on what makes credit unions unique. These coop measures can then translate into key performance indicators in business plans.

NCUA’s CAMEL ratings focus almost exclusively on financial performance, even when rating M, or management. This lens does not include critical measures of cooperative success, which in turn underwrite most financial outcomes.

This measurement gap is an opportunity for the system’s leaders to really “open eyes” to the credit union difference. And as the corporate headline above suggests, demonstrate each credit union’s “responsible” cooperative role within the American economic system.

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Credit Unions’ Annual Meetings in a Zooming World

The digital experience as a result of Covid lockdowns is so pervasive that demographers are calling current school age children the “zoom generation.”

But all generations are learning to navigate this ever expanding medium. Zoom and all its online counterparts are becoming embedded in every traditional social, educational and entertainment activity.  Church services, weddings, funerals and all kinds of family interactions have online expressions.

Colleges offer not only virtual classes, degrees, and lectures for current students, but also reunions inviting thousands of alumni.  They can participate by submitting short video updates instead of the traditional “class notes.”

Most employers have transitioned all routine office functions to virtual –hiring, staff meetings and all aspects of customer interaction.  Firms specializing in travel now offer virtual tours, some live and others recorded.

The Annual Meeting

One required credit union activity that has gone virtual is the annual meeting.  For many credit unions the event is a mere administrative formality.  Minutes approved, reports read or referenced, and election by acclamation as the number of board openings equals the nominations.  Everything is over in minutes.  The required quorum is largely staff and board.

Last week I watched Patelco’s annual virtual meeting, it’s 84th. Most of the agenda followed the in-person format.  The primary item was  CEO Erin Mendez’s annual update lasting almost 20 minutes.  It went far beyond the Annual Report.  The presentation was comprehensive, concrete and comparative.  Patelco’s financial performance was juxtaposed with credit union and banking peers, a truly professional accounting.

Her speech is worth listening to should Patelco post the video.

The Power of the Medium Still Evolving

Zoom communications offer a much more dynamic opportunity than just translating the current process into a new media.  Rather it is an opportunity to connect with members in totally new ways.  And thereby enhance the member-owner relationship.

But for zoom to transform this member experience, we have to get the old ideas and ways of thinking about this required event out of the way.  In addition to the virtual broadcast, other new capabilities via zoom include:

  • Expanded reach into every home and geographic area with internet, far beyond local members;
  • Instant feedback from attendees via polling and chat comments;
  • Breakout rooms for members to converse with specific credit union experts;
  • Speakers from any location, live or recorded;
  • Video can be integrated into the event;
  • Recording is simultaneous so the event is available anytime and is more complete than summary minutes.

These interactive capabilities are regular features in many zoom academic sessions.  They enable a learning experience much more effective than a one-way lecture.  One professor has encouraged his students to participate actively in the chat window using hashtags: #question; #debate to bring in real diversity of thought; #aha if you have an insight to share; #onfire if you desperately want to get into the conversation right now.

The “Woodstock” of an Annual Meeting via the Internet

Last year Warren Buffett held Berkshire’s annual meeting virtually.  Normally over 40,000 attend in Omaha, NB which has earned the occasion the title of “Woodstock for Capitalists.”  In 2020 the  entire agenda was broadcast live on Yahoo finance and attracted hundreds of thousands of viewers and participants  from around the world.

This year’s meeting will be held on Saturday May 1.  The three-part event Yahoo Pre-meeting Show at 1:00, Question and Answer Period 1:30 – 5:00, and the Formal Shareholder Meeting 5:00 – 5:30 will all be live at https://finance.yahoo.com/brklivestream.

Buffet does not use the full array of digital options listed above.  However, he is an example of a CEO’s total public access and accountability that is unusual today.

The event demonstrates Buffett’s ability to pivot and leverage the power of an enhanced virtual platform for the required shareholder’s meeting.  Buffet began his leadership with Berkshire in 1962.  If this 90-year-old can master the power of this virtual evolution for his shareholders, should credit union leaders aspire to do any less?

 

 

 

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The NCUA Board’s Actions Positioning the NCUSIF for the Future

The NCUSIF’s 1984 Annual Report describes the founding actions positioning credit union’s Fund and the cooperative system for the future.

“Between July and October 1984, the NCUA board considered at great lengths how to implement the deposit plan.  Every effort was made to listen to credit unions and their representatives,  Whether by phone, letter or in person, communications were continuous, spirited and open. Because of this input, a very workable plan for all was reached when the board adopted final rules at its October 9, 1984 meeting to implement the capitalization legislation.

First, the board waived the entire 1985 insurance premium.  Second, it ordered the distribution of $81 million in Fund equity.  This amount constitutes the Fund’s equity in excess of the 1.3% fund equity insured shares ratio the board established for the Fund, once the 1% deposit was received.   Because of these actions, credit unions will only have to transfer 85% to 90% of their initial deposit obligation to the Fund yet it can carry the full 1% asset on their balance sheets.

(Editor’s note:  credit unions transferred only .89% of insured shares and were credited with 1%-the Fund’s first dividend)

Because of this legislative achievement by the credit union movement and the regulatory approach taken to implement it, the Fund contains some very advantageous structural improvements:

  • The insurance fund will be fully capitalized at all times;
  • Fund growth will automatically parallel credit union growth;
  • Congressional concern about the Fund’s adequacy and the need to build public confidence in it will likely lessen. Future legislation will probably focus on the FDIC and FSLIC (which happened often);
  • The numerous operating options within the new deposit plan framework provide future flexibility for credit unions and for the Fund;
  • Credit unions will have a direct financial stake in the operation of their Fund.

In 14 years, members of federally insured credit unions have gone from the least well protected depositors in financial institutions to be the best protected.”

Source: National Credit Union Share Insurance Fund 1984 Annual Report, pages 6 and 7.

 

 

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An Insightful Co-op History Lesson

This week I listened to a 55-minute lecture on Rochdale and the Early Cooperative Movement.  Presented by the National Farmers Union, the speaker, Erbin Crowell, is an expert in the history of cooperatives.

The Rochdale reference is a name familiar to persons working in credit unions.   But the reasons for its pivotal place in history are rarely told.  Moreover, it was only one example of decades-long efforts by social innovators to improve the lives and status of the English working class.

These multiple reform theories included socialism, capitalism, mutual aid societies and cooperatives as England transitioned to an industrial, post-agrarian economy. One very successful  capitalist Robert Owen promoted both factory reforms and utopian socialism.  He attempted to establish his vision of an experimental socialistic community at New Harmony, Indiana in 1824.

This lecture describes the context in which Rochdale became a lasting cooperative example.  He mentions the Cooperative Group’s role in Great Britain today.  One learns that cooperative principles were not an initial framework for Rochdale, but rather assembled  only in the 1930’s in the US.

Taking this 55-minute journey will provide more than a glimpse of the past.   It presents the  cooperative concept as an evolving one, not a static design limited to traditional segments of an economy.

 

 

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Redesigning the NCUSIF: The Cooperative Way to “Finish the Job”

On Feb 8, 1984, NCUA Chair Ed Callahan gave his GAC keynote, an annual tradition.  He started by describing the state of the industry with one word: “fantastic”.

He acknowledged credit unions’ success in meeting the challenges of the previous two years: implementing deregulation and expanding credit union access across the country.

But there was one more structural change necessary to complete a sound cooperative system-redesigning the NCUSIF’s premium based funding.

The proposed change, depositing 1% of insured savings for continual underwriting, was recommended in a Report to Congress dated April 1983, Credit Union Share Insurance.

The Report’s  seven sections examined the history of cooperative insurance, risk rating, expanding insurance coverage, merging the three federal funds, and revisions to the current NCUSIF system.  An 8-page appendix listed over 50  credit union commenters, including leagues, state regulators, credit unions and the state cooperative insurance funds.

Why Listen to the Speech Today ?

This eleven-minute excerpt from the 14-minute recording is a critical moment in NCUA and credit union history.  It began a joint legislative effort to restructure the NCUSIF on cooperative principles, a design that has sustained for four decades. In these same years, the premium-based FSLIC failed, merging with the FDIC. The FDIC has had multiple periods of negative equity and still struggles today to find an adequate financial model.

The address is more than history. Ed’s “finish the job” challenge is a prime example of regulator industry collaboration. These mutual connections were empowering. It is a vision of leadership guided by “power-with,” not “power-over.”

Change was made through honest, open discussion seeking “a better way.” Over 2,000 comments were received to the proposals in the April 1983 study in which all parties had a say.  Chairman Callahan’s approach was based on “relational power” not assumed legal authority.  He was committed to teaming with credit unions-“we, not me.”  The cooperative way.

This excerpt is available at:  https://youtu.be/BmxvX7wQxgg 

I believe you will find this talk as enlivening and informative today, as it was years ago.

 

 

 

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Voting: “The Most Hallowed Act in a Democracy”

A vital aspect of cooperative design is democratic member ownership.   Each member has one vote, regardless of share or borrowing relationships; proxies are not allowed for federal charters. This governance and accountability dynamic is both a moral and an organizational imperative.

Democracy is not merely a set of bylaws, or regulations or another organizing concept.  Rather it is the interactions developed between leaders and their constituents. Member involvement is more than a democratic cooperative value; it is the essential good will on which all credit unions rely replacing startup capital from the beginning.

Voting is the practice that enshrines and enables democratic organizations to legitimize leaders’ decisions.

Voting is Front Page Today

Voting is a front-page story across the country today. State legislatures have initiated changes to restrict voting access in response to the Big Lie of a stolen 2020 Presidential election.  Last week the spotlight turned to Georgia where the governor signed a law that would  prevent water being given to voters standing in line.

Public outrage has grown as evidence suggests that a purpose is to limit voting access in specific segments of the community.

The CEO’s  of Delta Airlines and Coca Cola, whose world headquarters are in Georgia, published strong statements opposing efforts to roll back voting opportunity.

Darren Walker the CEO of the Ford Foundation on NPR explained this change in the traditional low profile corporate leaders prefer on matters of public controversy.

“Voting is the most hallowed, important and sacred act in a democracy that its citizens exercise.”  He continued: “They (the two CEO’s) stood up when it mattered. We hope we can mobilize courageous CEO’s and companies across America willing to stand for American values.”

The State of Member Voting in Credit Unions

There are two occasions when members exercise their democratic role by voting:

  1. The election of directors at the required annual meeting of members;
  2. The voluntary merger of their credit union with another.

I think in both instances the vast majority of credit union practice is not “democratic” in any meaningful sense of the term. Some failures are the result of poor organizational habits, others by deliberate design.

The Members’ Annual Meeting

Recently I received the required Notice of the annual meeting from my credit union. It read in part:

Here’s the good news about our Annual meeting: There’s nothing you need to do. . .sharing this (Notice) is a legal requirement. . .Questions will not be taken during the meeting. . .there is no new business to discuss. . . only matter requiring a vote of members is approval of the 2020 Annual Meeting minutes. . .directors nominated (3)will be approved by acclamation of the Board. . .And this closing comment: We’re in this together. . .Our commitment to improving our members’ experience remains at the heart of what we do.   Signed:  President/CEO

This is not an invitation to participate, vote or become better informed about the cooperative the members allegedly own.  Instead, members should stand aside. Even the required meeting notice is portrayed as just a legal disclosure, like the rate on a loan or savings account.

The problem is deeper than this caricature of democratic governance.  The fundamental strength of credit unions is their member relationship. Member loyalty, initially via a common bond, and subsequently, lifelong patronage, created the credit union that exists today.

Sustaining these core relationships is essential for credit union success.

Members instinctively understand that the cooperative model is supposed to be different even if they cannot provide a precise legal distinction.  Treating members just like customers of a bank forfeits the most important advantage of credit unions in a market economy: the user and owner are one and the same.

Some credit unions use the annual meeting as a daylong opportunity to go beyond the legal formalities by providing workshops on member financial issues.  Sometimes the event is capped by a meal or with an outside speaker to celebrate the success of past year.

If credit union leaders fail to respect their member-owners’ role in this annual event, will members respond when leaders ask them to stand up for an issue needing their support?

Voting in Mergers: A Case Study

All voluntary mergers of sound credit unions require a majority of members voting to be approved.  This critical requirement is often treated as an administrative exercise with boards routinely encouraging members to sign off on the enclosed ballot.  Rarely do vote totals exceed single digits in this required member approval to give up a charter.

The merger Special Meeting Notice frequently lacks any specific data for members to compare their current situation with future promises. The reasons cited are general: “an expanded network of branches,” “improved operational efficiency,” “ the possibility of better rates on loans and shares,” and “we believe we should provide even better service due to additional investments in talent, technology and new products.”

The above are the verbatim explanations in a 2020 member merger Notice.  The vote in this merger, as certified by the Board Chair and Secretary, was 32,494 in favor and 0 opposed.  NCUA’s Director of Supervision for the Western Region acknowledged receipt of this certification and formally approved the combination effective June 1, 2020.

This merger of the $867 million Andigo Credit Union into Consumers Cooperative gave the members’ collective reserve of $107 million (12% net worth) to the continuing credit union.  No member dividend; only  vague promises.

However, Andigo’s senior managers were all given continued employment contracts from two to five years. Their compensation over and above what they were earning includes:

CEO: $226K in early payouts of deferred compensation plus $357K in higher bonus;CFO:  $150K higher; CLO: $165K higher; COO: $167K higher: VP Business Services: $74K higher.

This façade of members’ having voted approval is a perversion of democracy.  The members were provided no reasons supported by data.  No plan.  The process is ripe with conflict-of-interest.  It is an abdication by those with fiduciary responsibility covering up blatant self-dealing.  A scheme of enrichment and a moral swamp blessed by NCUA.

A Challenge to the Integrity of the Cooperative System

Every institution, every system, every country that follows a democratic model faces the challenge of constant renewal.  Democracy at any level of society is not self-perpetuating.  Leaders and circumstances change. Commitment to self-rule requires constant practice and vigilance.

The ever-present temptation for those in authority to exploit their current position for self-advantage is a facet of human character.  A credit union’s legacy bequeathed through generations of member loyalty is wiped out in an instant by self-serving leadership.

Two decades ago, the charlatans of Wall Street were proclaiming the need for credit unions to convert to mutual, and possibly, bank charters.  They asserted the credit union model was an anchor slowing growth and opportunity.  Almost three dozen credit unions took the bait.  Today, only one survives as a mutual.

Two outspoken credit union CEO’s led the fight against these false prophets of doom.  Bucky Sebastian and Jim Blaine did not win every fight; they were even sued for their cooperative gallantry.  But they had the courage to speak out and act when others were reluctant to challenge peer CEO’s.

Their efforts emboldened others who wanted to do the right thing.  However, the reality then is the same now. “The incentive today for corporate leaders in America discourages courage,” explained Darren Walker in his NPR interview on the reluctance of business CEO’s to speak out.

Next Steps

To address these patterns of democratic failure will require CEO’s, directors and leaders to assess their own practices of member governance.  Is the annual meeting just a perfunctory chore or is it a chance to renew and honor the member-owners’ role?

Mergers should be based on facts and logic with a documented plan, not rhetoric and vacuous future promises.  Every other area of credit union oversight needing regulatory approval (alternative capital, derivative authority, FOM changes, et al) requires more documentation than the decision to give up a sound charter via merger.

The century-long evolution of the cooperative credit union system in the midst of an economy driven by competition and private ownership is a remarkable accomplishment. To paraphrase Albert Einstein when asked about religious belief, “it is not that one thing is a miracle but that the whole thing is a miracle.”

To see this miracle of human and community enterprise crumble piece by piece through self-destruction is a tragedy.  One that only today’s leaders can reverse.

 

 

 

 

 

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Timeless Wisdom: Why Dual-Chartering

“I think if you took the pulse of credit unions today you would discover two feelings: worry over the growing authority of NCUA; and a desire for more flexibility than now exists under the charter options. . . The best remedy to this climate is a vigorous dual-chartering system, that is both a vibrant federal option and a vibrant state-chartering, non-federal share insurance. Danger grows if there is only one option. Such a climate breeds bureaucracy and lazy thinking.”

Ed Callahan, Callahan Report, May 2000

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An Open Secret: NCUA, Oxymorons and Merger Truths

An oxymoron is a figure of speech in which two seemingly contradictory terms are used together.  Sometimes the intent is literary, as in “deafening silence.”  Sometimes the purpose is  ironic juxtaposition—“postal service” or “jumbo shrimp” –to highlight conflicting concepts.

I propose a new example Truth in Mergers.  This is a 25-page NCUA publication from May 2014. The subtitle: A guide for merging credit unions.

This document was prepared by NCUA’s Office of Small Credit Union Initiatives (OSCUI). The preface lists three purposes:

■ Understand trends in credit union mergers.

■ Determine when a merger is in (a credit union’s) best interest or, in the worst case, necessary to continue operations.

■ Negotiate a merger agreement that best serves the merging credit union’s interests.

OSCUI’s mission statement read: We support the success of small credit unions … (and) recognize the unique role small, low-income designated and new credit unions play in the lives of their members and communities. We are committed to helping these credit unions not only survive but thrive.

 The “truth” is that the brochure was to facilitate the demise of smaller credit unions.

 Oxymorons can assist the reader to clarify NCUA’s doublespeak. After each of the following verbatim excerpts, I have provided this figure of speech to aid in interpretation.

Statements from “Truth in Mergers”

  • Mergers between credit unions are commonplace in the industry today. (old news)
  • like all businesses and institutions, mergers can be successful or unsuccessful. (even odds)
  • NCUA does not endorse mergers. (seriously funny)
  • mergers undertaken proactively by credit unions in sound financial condition have better outcomes for the credit unions involved and their members. (alone together)
  • many credit unions wait until they are in a troubled financial position before exploring the option to merge. (definite possibility)
  • Weak Financial Condition Drives Most Credit Union Mergers (deliberate mistakes)
  • A merger can also provide direct benefits to credit union members, including lower cost of services, lower loan rates, and higher dividends. These benefits are significant, immediate, and persistent. (true lies)
  • Negotiating the terms of the merger contract is one way a merging credit union can realize the greatest benefits of the transaction. (bittersweet)
  • OSCUI’s study of merger packages also demonstrated a clear link between a merging credit union’s financial strength and its ability to negotiate advantageously with the continuing credit union. (strength in weakness)
  • Best Practices: Shop around for the best fit. Merging credit unions should seek out and evaluate multiple potential partners and critically evaluate major issues, such as: organizational culture, mission statements, and respective memberships. (act naturally)
  • Include a merger in the strategic planning process. Credit unions are encouraged to consider the impact of a merger as part of the strategic planning process. (definite possibility)
  • Develop a succession plan for executives and board members. Avoid letting the board and the CEO grow old together. (open secret)
  • Merger contracts can be negotiated to ensure that the merging credit union’s members, staff, and community continue to be served. (true myth)
  • Take measures to enforce the merger agreement. How can merger agreement provisions be enforced when one party to the agreement no longer exists?

NCUA’s Office of General Counsel suggests that a merging credit union name in the contract the third-party beneficiaries with standing to enforce the contract. For example, if the continuing credit union agrees to keep a branch open for at least one year, the agreement would note that the members of the discontinuing credit union are beneficiaries with standing. Because these matters would fall under state contract law, the wording should be state specific. (clearly confused)

The Almost Final Word

“This brochure has been prepared by NCUA’s Office of Small Credit Union Initiatives (OSCUI) as a resource to help credit unions.

Truth

The truth: this Office of Small Credit Union’s initiative was intended to phase out small credit unions.  Those with problems-for sure.  Those in sound financial condition-in due course.

And Consequences

This  “small credit union” endeavor gave the green light for all credit unions to seek merger opportunities.  No matter the size, circumstance, proximity or business logic.  It began an open season for self-dealing. CEO’s saw the opportunities to cash out at their retirement; long standing member loyalties were  squandered, and a binge of back room deals by leaders of sound local credit unions was officially sanctioned.

The challenge for Chairman Harper and the board: is there a CURE for this official document issued while he was senior policy advisor to Chairman Matz?

To keep mergers in perspective we give the last word to capitalist Henry Ford:  “A business that makes nothing but money is a poor business.”