An Unexpected Surprise From a Competitive Board Election at Frontwave

The response to my request for blog topics was blunt: “Board governance! Perhaps stemming from the frustration I feel on my own board. No relevant questions. No strategic discussions. No pressing in on how we can be better. No self-evaluations. Credit unions won’t survive with boards who simple show up and say aye.”

Then I learned how one election stimulated a complete renewal of the board’s role.

The Story

Frontwave Credit Union CEO Bill Birnie was “stunned” to learn the number of members who applied to compete for three open board seats in the 2021 annual election of directors. “Normally we have to beat the bushes for board and supervisory members.”

This year was different. The nominating committee approved ten applicants for a spot on the ballot. All submitted written statements with their professional background and why they wanted to volunteer.

Contested elections were rare at Frontwave (renamed in 2018) and even in its earlier era as Pacific Marine Credit Union.

The credit union put out its routine “Calling all Leaders” appeal in July of 2020 via email, a web posting and a member mailing on September 15. Headlines included: “Frontwave members make good leaders” “Got Frontwave Values?” “Help Members Financial Dreams Come True,” along with facts on the open positions and terms.

Highly Qualified Applicants

Among the applicants were nine with college degrees including four with MBAs. Their occupations included an active-duty marine, VP of finance, SVP asset-liability manager and budget analyst. Most had experience in an area of finance or management.

In addition, they were active volunteers in the community. Some examples: a college trustee, school district board member, and current board or past officer of nonprofit organizations and educational associations.

Why the Surprising Interest?

Since renaming as Frontwave, the credit union has grown over 40% to $1.1 billion in the highly competitive San Diego market. Bill, the President, had rejoined the credit union 2015 after serving as CEO for Eagle Community Credit Union. Bill believes that the dramatic increase in volunteer interest is a response to the credit union’s innovative spirit shown by its rebranding, and its increased visibility in the community with 14 branches, only five of which are on base.

The credit union’s surveys documented a 35% increase in positive member satisfaction, another factor galvanizing participation. The volunteer surge, Bill believes, reflects a growing respect for the credit union in the community.

Reasons candidates gave for their interest included:

  • “To bring expertise, energy, and intellectual capital to power Frontwave’s success and strengthen our community. To represent the diversity and social culture of my community.”
  • “I would like to help Frontwave reach their objectives and build value for members…lead(ing) to greater financial success of our members.”
  • I want to have a “meaningful personal commitment to serve veterans and specifically Marines; real potential to have a tangible, lasting impact on their quality of life.”

The Vote by Members

The online voting period extended from February 24, 2021 to March 24, 2021. Members could submit ballots at any of the branches from March 8, 2021 to March 19, 2021. The vast majority voted online. The number voting, 583 members, was almost equal with the last election in 2018.

The electronic ballot form provided an opportunity for members to comment on the voting and election process. Their comments were positive, particularly placing the candidates’ information within the ballot:

  • “The (digital) interface is very easy to use…I like being able to open a page with all the bios while viewing the ballot at the same time.”
  • “The bios gave a very personal involvement.”
  • “The voting process is great reading all candidates listed in the process I didn’t know them, but by reading their bio gave me an idea of what they are all about. love it.”
  • “I was so sure that this online voting process would be difficult, but amazingly, it wasn’t and I’m glad I was able to vote. Thanks.”
  • “Very fast way to cast my ballot. I like to vote this way.”
  • “WOW a lot of qualified candidates. This is the first time I have seen so many people run for a voluntary position. Good luck.”
  • “I haven’t met any of these people, so I am voting based on the bios alone; they all seem like strong candidates to me.”

Lessons to Build On

Both management and board see this enhanced member interest as a “wake up” call for the credit union. Members were engaged in the election. The current age and tenure of the board suggests there will be more openings going forward.

The board is embarking on a self-assessment to evaluate their current skills and ascertain what the credit union needs going forward. The directors will provide the nominating committee guidance about the qualities and experiences they seek in candidates. The timeline, candidate qualifications and selection process may require further refinement with this new level of engagement.

While initially surprised, Bill Birnie now views this elevated interest as an opportunity to enhance the board’s contribution and engagement. The election has begun a process of board renewal: “We’re required to hold an annual meeting of the membership and, if needed, conduct an election. If we are going to do this, we are going to do it right.”

My reader above opined: “Credit unions won’t survive with boards who simply show up and say aye.” This example could be the best response to this “board governance” challenge.

Readers Opine On Infinity FCU Merger with Deere Employees

Readers reacted to last week’s analysis of the Infinity combination with Deere.

A Maine resident: “Very strange indeed – for many reasons; it goes completely against the Maine community approach of being a state with their own mind and will.”

Two comments posted on blog site:

1. Why, why, why? I can’t make any sense of what Liz is saying. . .Wonder what NCUA CURE will have to say?

2. Size matters to Liz and not a single Maine CU wanted to merge with her.

A Financial Consultant to Banks and Credit Unions:

  1. At $341 million, there is enough “scale” to not just survive but thrive. It’s a matter of allocation of resources. I work with a lot of community banks that are doing just fine at that asset size; quietly going about their business producing a good ROA and accreting capital. Relationships drive their business model and that’s what the competitors don’t provide.
  2. The board needs to be committed to independence. The board needs just one member who understands this, is committed to it, and can influence the other board members.
  3. The CEO and leadership team need to be committed to independence. . . there needs to be something holding the team accountable. If there is a merger, capital should be returned to members, not given to acquiring institution for free.
  4. This is a horribly unproductive credit union. The leadership team needs a kick in the pants in terms how they are deploying the resources the members entrusted them with.
  5. The banker in me says this would be an ideal takeover target. They have a great balance sheet. I’d cut out a lot of expense, and turn this into a money-making machine for CU purposes. It would mean being a lot more productive, and use the capital for growth, member give-back and/or community impact.

The CEO is speaking out of both sides of her mouth. What is the board’s relationship with the CEO if unable to do the job to begin with? Are they competent to govern?

A Coincidence? Two Credit Unions Rethink: Maine Credit Unions Call off Merger- Consolidation discussions end amicably between Midcoast FCU and Maine State CU. March 26, 2021 CU Times.

From a Member Who Just Experienced a Merger:

Just touching base after reading this article about Infinity and Deere. Sounds so much like my member story with Xceed merging with Kinecta.

On March 17th Kinecta FCU sent me a similar packet with a Cover Letter highlighting 3 big changes, a joke. The number 1 bit of news is Reducing of the Insufficient/Uncollected Funds Fee from $27 to $25! Its borderline insulting to think longtime members of a well-run credit union would jump for joy on that news. 

Chase Bank is offering a $200 to new customers and free checking with direct deposit. My folks have used Chase since it was called Chase Manhattan Bank, I think since the 60’s. They have been happy with Chase for 50 some years. 

It seems like credit union mergers have become so common it might happen to a person more than once. It’s like opening a new bank account, changing direct deposits, automatic bill payments and so on. I keep my credit reports locked so unlocking them is an added step. 

Its kind of sad but I’ll miss banking with the same place for so long. I remember when working for USAA after leaving Xerox in the 1990s. Xerox FCU still had a small two-person branch in Clearwater, FL for a few thousand Xerox employees/families in the Tampa Bay area. How many financial institutions today would go the distance to have a two-person branch? I think with all the mergers the days of that kind of a credit union operation are coming to an end.

Rather than go kicking and screaming into the Continuing Credit Union Kinecta, I’ll quietly leave my employer created credit union of 30+ years for my family’s national bank. And $200. 

An Historical Perspective:

“All things are lawful, but not all things are beautiful. All things are lawful, but not all things build up. Do not seek your own advantage, but that of the other.”

The Resilience of Small Firms

Ed Callahan championed credit unions, even smaller ones, for offering consumers a choice.  A member-owned option was vital to an economy dominated by for profit firms.

From his prior experiences growing up in Youngstown, Ohio, teaching high school in Milwaukee, WI and Rockford, Il. he knew the power of local institutions.  Size did not matter.

The effectiveness of local, nimble institutions has been described in two recent articles.  One focuses on local farmers; the second on distributing Covid vaccines via small, single store pharmacies, not national chains, in two states.

In both case studies, the reader could easily place credit unions as further examples of the responsiveness local ownership provides.

Efficiency is Not Resilience

The efficiency curse describes the effectiveness of small farmers adapting more readily to market disruptions of food distribution during the pandemic.

“Efficiency is a wonderful thing. It can result in benefits such as lower prices and better uses of resources. But a hyper-specialized system is more vulnerable to disruption; it is not resilient.

“Smaller farmers are doing relatively well. According to Civil Eats, farms with existing CSAs (Community Supported Agriculture) have seen “a massive increase” in memberships since the start of the pandemic, with some reporting a 50 percent bump in sales. One California farmer said, “It took a pandemic for people to support local sustainable agriculture again, and home cooking, and ‘know your farmer.’ ”

“Why don’t we pay as much attention to the benefits of resilience as to the benefits of efficiency? We tend to get good at what we can measure, and it’s easy to produce numbers that support efficiency, such as crop yields per acre. Resilience cannot be easily measured, though. Its benefits are most evident during the catastrophes that can’t be predicted and the trends that haven’t been foreseen.

“One striking thing I’ve learned is that many (industrial scale) farmers and companies lose track of who’s eating their products. 

“That sense of interconnectedness is, for me, one of the most powerful and hopeful lessons of the pandemic. People who had never given much thought to where their food comes from suddenly learned something about farms and farmers. Which is to say, they learned about our interconnectedness. The pandemic has shown us that the world is much more connected than we thought.”

The “Know Your Farmer,” bumper stickers of the sustainable-food movement might be translated to “Know Your Member” as the mantra for credit unions.

Nimbleness and Local Knowledge Beat Big Chains

A second example, “Small Pharmacies beat big chains at delivering vaccines,” showed how local independent pharmacies were more effective delivering Covid-19 vaccine shots than large retail chains. The reason: “local owners know their community best.” But even more relevant for credit unions is the author’s assertion that government policy makers promote bigness allowing “market power abuses.” The parallel to today’s merger sales of long-standing sound credit union charters, could not be clearer.

“More than a month into the coronavirus vaccine rollout, only about 60 percent of the doses distributed across the country have actually made it into people’s arms, according to federal data — a discouraging display of inefficiency. But a handful of states are far ahead of the pack. At the top of the list are West Virginia, which had given out 84 percent of its doses as of Friday, and North Dakota, at 81 percent.

“Many factors are slowing distribution. But one key element appears to be the type of pharmacy states choose to work with. While the federal government partnered with CVS and Walgreens to handle vaccinations at long-term care facilities in the first phase of the rollout, North Dakota and West Virginia have instead turned to independent, locally owned pharmacies. Small drugstores are prevalent in West Virginia, and in North Dakota they’re just about the only game around: A 1963 law mandates that only pharmacies owned by pharmacists may operate in the state (save for a few grandfathered CVS locations).

“These small providers have proved remarkably nimble. Meanwhile, CVS and Walgreens have stumbled.

“The vaccination results in West Virginia and North Dakota have prompted a wave of national news stories, noting how startling it is that two rural states relying on local drugstores — the epitome of the old-timey “mom and pop” stereotype — have rocketed far ahead of states like Massachusetts and Virginia, with their networks of supposedly sophisticated chain pharmacies that have largely replaced the independents.

Public Policy Treats Small as Expendable

“For decades, Americans have been steeped in the idea that big businesses naturally outperform small ones. Indeed, much public policy is predicated on this belief. Our antitrust rules bless most corporate mergers on the grounds that larger companies are more efficient. Our financial regulations grease the flow of capital to the biggest firms. And in unstable times, the federal government almost invariably steps in to ensure their survival, while treating small businesses, local banks and family farms as expendable.

“So ingrained is this ideology of bigness that we routinely overlook evidence to the contrary. The fact is independent pharmacies have been outperforming their larger rivals all along. According to research by Consumer Reports, for instance, local pharmacies generally offer lower prices than the chains. And while the major chains only recently began offering one- or two-day home delivery, most independents have been providing same-day delivery for more than a decade (and most do it free).

Better Results from Being Small

“Independent pharmacies achieve superior results not despite being small, but because they are small. It’s their local ownership that makes the difference. Their decisions are guided not by the prerogatives of Wall Street but by the healthcare needs of their neighbors. Lacking top-heavy bureaucracy and rich with local knowledge and relationships, independent pharmacies possess what you might call economies of small scale. That helps explain why, in the places where they’ve been tapped to provide vaccinations at nursing homes, they’ve been able to quickly map out a plan and efficiently execute it.

“Like pharmacies, small banks derive advantages by virtue of being locally run that big banks simply cannot match: The owners know their communities and their borrowers, giving them access to a rich trove of “soft” information that enables the institutions to extend loans to new and growing businesses on the basis of factors that aren’t easily quantified and don’t fit the rigid parameters of big-bank lending. This is true not only during crises like the pandemic: Community banks account for less than one-fifth of the industry’s assets, but they supply nearly half of all lending to small businesses.

Regulatory Bias for Bigness

“So, if local pharmacies, banks and other businesses are outcompeting their biggest rivals, why are they losing ground? The number of independent pharmacies, for instance, has dropped by nearly 1,400 over the last decade, to 21,700 — and their market share has fallen from 28 percent to less than 20 percent.

“The answer is that policymakers, convinced of the inherent superiority of bigness, have allowed a few corporations to amass outsize power and wield it with impunity. Rather than compete head-to-head with their smaller rivals on price or service, these huge companies can simply crush them. (ed. or buy them out via mergers)

“These kinds of market-power abuses are rampant across the economy, but we’ve been conditioned not to see them. Confronted with yet another shuttered storefront, we take it as simply more evidence that small businesses can’t compete.

“It’s not just some hazy nostalgic feeling that we’re losing when independent businesses close. The stakes are much more consequential. We’re trading away some of the most productive and effective parts of our economy. The strong performance by local pharmacies in distributing lifesaving vaccines makes that clear

The Takeaway for Credit Unions

Every time a sound, locally supported and managed credit union is merged, the local economy, the cooperative system and the American marketplace is less diverse, nimble and responsive.

Hamilton: The Credit Union Connection

The family of Lin Manuel Miranda, the creator of the historical musical Hamilton, is from Puerto Rico.

His extended family still lives there. As a child he would visit Vega Alta, his family home in the summer.

One of the local economic institutions is VegaCoop, a credit union. (https://vegapccoop.com/auth/login?lang=en_US)

The credit union was founded by Ignacio Miranda, the great grandfather of Lin Miranda.

It is one aspect of credit unions’ presence in Puerto Rico. Over 100 of these locally chartered cooperatives are regulated and overseen by COSSEC.

There are 7 NCUA chartered credit unions* with headquarters in Puerto Rico providing banking services from 33 branch office locations as of January 2021. These federal credit unions have a total of 90,209 members with over $935 million assets. Finally, there are branches of US based credit unions such as Baxter (BCU) with full operations.

The Miranda Influence

The story of Vega Alta, Miranda’s family, and the economic problems in Puerto Rica are summarized in this NBC news story from 2016. It includes a clip of a school children performing one of the songs from the musical.

Hurricane Maria devastated the U.S. territory on Sept. 20, 2017, ultimately killing at least 2,975 people; it was the deadliest U.S.-based natural disaster in 100 years.

Over 200,000 Puerto Ricans left for the mainland, many temporarily and some permanently. Island residents had no full power for almost a year. The health system was overwhelmed, and an understaffed forensics sciences department couldn’t keep up with the bodies piling up. Not much progress has been made since.

Puerto Rico’s Economic Plight

Lin-Manuel began advocating for Island relief in the form of a restructuring of Puerto Rico’s $70 billion debt in 2016.

“I write plays. I am an artist. I figure out what words rhyme. I never asked for this role,” said Lin-Manuel, “I don’t know what else to do when your people are suffering and you have a giant light on you. All you want to do is just take the light and reflect it on them,” as he described his strong ties to the Island.

The Credit Union Opportunity

The Island’s circumstances have only worsened since these financial and natural disasters. The question: is there a way for credit unions or leagues to partner with the Puerto Rico credit union system and strengthen the cooperative self-help economic model? And invite Lin Manuel Miranda’s participation?

 

*Seven Puerto Rico FCU’s at September 30, 2020

Rank State Name assets
1 PR Caribe $483,643,621
2 PR VAPR $233,042,199
3 PR Puerto Rico $166,796,050
4 PR Universal Coop $27,950,406
5 PR Borinquen Community $16,249,885
6 PR Glamour $4,245,800
7 PR Puerto Rico Employee Groups $3,343,064
Totals for 7 institutions $935,271,025

The Ship’s Captain Surrenders

Flying to Japan in April 1970, I had two days to find off-base housing for my family before beginning sea duty on the Windham County LST 1170. The ship left Yokosuka Naval Base to join a small task group in Operation Golden Dragon.

Golden Dragon was a joint military exercise with the South Korean navy off the coast of Korea. Our LST’s tank deck was filled with Korean marines, landing craft, trucks and tanks for amphibious landing drills.

As we crossed the Sea of Japan, the ship’s captain, CDR J. P. Mann, reminded us of the January 1968 seizure of the USS Pueblo (AGER-2), an intelligence gathering ship. Captain Bucher and his crew of 82 were held for eleven months before release.

Our captain told the officers in a wardroom meeting that should there be any threat of North Korean intervention, we should know he would never let his ship be captured, whatever the circumstances.

That was my introduction to how this commanding officer understood duty and our collective obligation. Growing up I had watched the WW II television series “Victory at Sea” with its portrayals of the Pacific island-hopping campaigns. Now it was real life.

Credit Union Duty

There are three pillars of cooperative duty:

  1. The trust, loyalty and support of the members
  2. Leaders who take the fiduciary responsibility managing their inherited legacy to heart
  3. An effective networked collaborative support system including sponsors, joint ventures, supervision and collective resources.

If members lose confidence, leaders shun accountability, or supporting organizations forget who founded them, the cooperative model will slowly decline in relevance.

All Three Pillars Weakened

Two back-to-back emails from members about a current merger vote suggested that all three elements of duty are lacking in this proposal.

One read in part:

“I’ve learned a lot about credit union mergers from you. Curious if you have an opinion about the merger of Kinecta FCU (formerly Hughes Aircraft Employees FCU) and my credit union Xceed Financial/XFCU (formerly Xerox FCU).

Based on online reviews of Kinecta FCU, I voted against the merger. As a former Xerox employee myself, my father worked for Xerox in Rochester’s Xerox Square for 30 years I hate to lose the affiliation of what’s left of my Rochester focused credit union.”

The second was a comment on my blog, “Should a CEO’s Last Act be a Merger,” published August of 2020.

“Is there any organized attempt among members to oppose this merger?

I have been a member of Xceed for over 25 years and have been very satisfied with the institution.

I was also a member of Kinecta from 2002 until I closed the account in 2017 due to them nickel and diming me with fees that were often worse than the big banks, and horrible customer service.

In 2014, Xceed gave me a substantial personal loan, right after Kinecta rejected my loan application.

I have no desire to go back to Kinecta’s fees and horrible customer service and will likely close my account if the merger goes through.”

Until these emails, I had not seen Xceed’s Member Notice of December 30 requesting member approval for the merger. Reviewing this Notice confirmed the issues in my first blog. For this event is nothing less than giving up the ship. This sale of long-standing member relationships, loyalty and common resources by those in authority undercuts all three cooperative pillars.

Xceed’s Leaders Surrender

Voluntary mergers require that members vote to approve closing their charter. No minimum participation is needed. A simple majority determines the outcome. Each member has one vote regardless of account size or length of membership.

To properly make this voting decision, members should have sufficient information to exercise an informed choice. This Member Notice is woefully deficient in describing why the abandonment of this 1964 charter is necessary.

Some of the questions that should be addressed so Xceed’s 48,500 members can make a knowledgeable decision about management’s proposed “surrender” include:

  • Since members are turning their long-standing relationships to an unknown management team and board, why is no information on these individuals provided?
  • If Kinecta is the chosen successor, why is no data about their past and present financial performance, current business model and future plans given?
  • If “enhanced convenience” is one of the reasons for merger, how does adding 23 Kinecta branches, all in Southern California, help Xceed’s members in their eight locations in New York, New Jersey and northern California?
  • If Xceed’s employees and branch network are integral to member value, why were employees given no post-employment commitments and all branch locations now “subject to business necessity?”
  • Xceed’s net worth ratio is 20% higher (10% versus 7.9%). Why are the members’ $94 million reserves given to the “continuing credit union’s” control and they receive nothing? Not even a token homage for their $2,000 individual pro rata value?
  • If merger costs (contract cancellations, core conversions, etc.) are so great that transferring Xceed’s $94 million equity “will not result in a material increase” in Kinecta’s 7.9% net worth ratio, shouldn’t these new costs be fully disclosed?
  • If “better pricing, additional products, lower operating costs” will result in “lasting benefits” why is no single fact or comparison of existing fees, savings or loan rates provided to support this promise? What is the evidence of Kinecta’s superior member value?
  • What is the basis for five senior employees receiving a “possible maximum amount” of additional compensation of $3.5 million while giving up their leadership roles and responsibility for future performance? What is the rationale for the CEO gaining $1.5 million in added compensation above that earned by staying on the job? Is this a conflict when senior managers negotiate their own benefits and do not provide any for members?

The Record of Xceed’s Board and CEO

When asked to approve a merger, members should have factual information not merely rhetorical promises of a better “low-cost” future. Lack of facts suggests the merger tactics have not been thought through.

Performance data is especially important in evaluating the marketing clichés and future hopes offered in the merger Notice.

The track record of Xceed’s leadership is one of continuing decline. The past five years show a compounded annual (CAGR) asset growth of negative (-0.67%) per year. The CAGR for the CEO’s 14-year tenure is 1.39%, less than a quarter of the industry’s 5.77% annual growth. This 1.39% long term growth includes five mergers that added $200 million in external assets and over 30% additional members in this time frame.

The September 2020 financial report shows a year-to-date loss of $1.7 million versus a $2.5 million gain for the same nine months in 2019. The members are already “voting” with their feet: over 4,000 (almost 8%) have left the credit union in the 12 months ending September 2020.

The board and management responsible for these trends state their future roles as President of Kinecta and two directors will “help ensure members have a voice.” What support could this “voice” be in light of their own abdication?

Xceed’s CEO provides members with the criteria they should apply in voting on this proposal. In a 2010 Credit Union Times the CEO wrote:

“At the end of the day, credit union mergers must be based on what’s best for the member (of both credit unions). At Xceed FCU, although we operate across the country, we wouldn’t merge a credit union just for the sake of expanded asset size.”

She continues: “Mergers call for serious consideration and although I appreciate the unprecedented difficult operating environment, we find ourselves in today-let’s continue asking the question “What’s in it for the member?”

Kinecta’s Track Record of Size and Performance

Since Xceed’s summer 2020 announcement, this combination has been justified by saying larger size will bring better value. As presented in the Notice:

“The combined credit union, and consequently the members will benefit from the economies of scale (including a combined entity totaling approximately $6 billion in assets and approximately 300,000 members) translating into lower operating costs by allowing such costs to be spread over a wider membership base. . .this merger (will) create a larger credit union that will be in a strong competitive position to offer members greater value than they have today.”

Kinecta’s record of its “competitive position” suggests that there is little relation between performance and size in this organization. The following shows long term and more recent trends in Kinecta’s asset ranking. It continues to fall even though it has been in the top 100 listing throughout this listing.

1978: Hughes FCU, #3 of all 12,759 FCU’s; no state cu listing available
1995: Hughes FCU, #9 of all 12,107 credit unions
2005: Hughes FCU, #16 of all 9,062 “ “
2015: Kinecta FCU, #34 of all 6,284 “ “
2017: Kinecta FCU, #40 of all 5,815 “ “
2018: Kinecta FCU, #43 of all 5,482 “ “
2019: Kinecta FCU. #47 of all 5,349 “ “
9/20: Kinecta FCU, #49 of all 5,244 “  “

This fall from #3 to #49 means Kinecta’s performance is not keeping pace with its peers. In 2010, Kinecta attempted a merger with NuVision using a two year trial run with a shared CEO. After reporting a $30 million loss in 2011, the effort was ended.

As of September 2020, Kinecta’s 2.74% operating expense to average assets is lower than Xceed’s 3.59%. But size does not automatically create better member value. Together the credit unions report losing 16,000 members in the past twelve months. Kinecta’s 12,000 drop is equal to almost 5% of its total from the previous year.

These declines are not a sign of member confidence. Member value depends on the business model, not the institution’s size.

Members Told to “Abandon Ship”

The two emails above suggest that members are disheartened as they are asked to leave the self-help craft in which they placed their trust, loyalty and belief for six decades. And how must they view the ship’s captain rewarding herself and the senior officers after bailing out of future responsibility.

With so many unanswered questions, Xceed’s members should vote No.

Management’s proposal to sell their cooperative’s future to an unnamed board, an unknown leadership group and then rewarding themselves with additional millions in compensation is a failure of leadership. A violation of duty.

If a No vote prevails, this $3.5 million dollar payoff plus the savings from added merger expenses, should be enough to find the right crew to set a better direction going forward.

Credit Unions Are Precious

A Member Questions a Merger After the Fact–Can This Process Be Fixed?

On December 5, 2019, I published a blog questioning the rationale for the merger between SchoolsFirst FCU in Orange County, CA and Schools Financial CU in Sacramento. One issue I raised was whether members had been given fair treatment when the top 5 managers can gain $9.8 million additional compensation, but the 158,000 owners receive only a “special dividend” of $4.0 million.

This past month a Schools Financial member, Hal Goldfarb, discovered the blog as he sought information on this year-old event.

In the emails below he raises multiple issues about the merger including:

  • Why the merger was necessary;
  • Loss of local focus, service and connections;
  • No clear benefits provided;
  • Drop in trust following the event;
  • Future control outside the community;
  • Were members ripped off?

Excerpts from his emails are reprinted with permission. Emphasis added.

Hal’s initial comment on finding the article:

I had heard that the merger of these 2 credit unions did not go smoothly. I hardly noticed the change, other than to have to re-enter information for bill pay, some of which was automated.

Today, my landlord notified me that my November rent check was not received. Schools Financial mailed the payments; I assume that SchoolsFirst does as well. The office received my December rent, but cannot seem to track down the previous month’s, which I believe may have been just before or after the merger of the computer systems was completed.

I am suspicious that the merger is the culprit. I see no other reason why my rent checks, which have arrived without issue for 2 years that I have been living here, should suddenly miss a payment. I have contacted SchoolsFirst to report this problem. Luckily, my landlord is tolerant and understanding.

Why All the Mergers?

I also wondered why so many credit unions are merging. I don’t see how that helps members for they are the soul and foundation of credit unions, unlike commercial bank customers. I have been through several of these credit union mergers over the years, the first being a merger of several employee credit unions at AT&T in the 1980s. I also saw AT&T Telco in Alabama get merged into another credit union. And now, this one.

Credit unions, as I understand and appreciate them, are intended to serve the members of said organizations, as well as provide local benefit to the communities where those funds are deposited. Close control over the funds is key to this end. I did not see how my depositing my money with a larger credit union, many of whose customers do not live here in Sacramento where Schools was largely based, would continue to benefit me or anyone else living in this area.

Stay or Leave?

On top of this, many members are leaving the merged credit union thanks to the foolhardy way they went about the merger. As you pointed out in your article, the benefits are not as good, and the portfolio is riskier; by comparison, Schools Financial had much better management.

Troubles are primarily at the technical level for me. I rely on on-line banking — I rarely, if ever, physically step into a financial institution for any reason. . .

I was already feeling uncomfortable with all of this when I stumbled over your article. It is shocking that a tiny cabal of officers is taking a nice chunk of money in exchange for the beads and trinkets they are giving the merged members. Manhattan Island was a better deal by comparison.

I am considering leaving for a different credit union, perhaps one I already belong to (I have several).”

My response: 12/18

Thank you for your comment. How did you find the article? Have you seen any benefits from the merger, new branches, products, better fees or services?

Did you vote for it when you received the ballot? Were you aware that it was happening and your thoughts at the time?

I appreciate your taking time to write . . .

Hal Goldfarb’s 12/18 response:

Chip:

Amazingly, SchoolsFirst found the canceled check and emailed me a copy, which I have forwarded to the landlord. They admitted to a hiccup during the merging of the systems, but apparently the check did make it out to the landlord and was paid. Now, any further to-do over this is in the hands of the other 2 parties. I love it!

As far as the article comment, I am surprised no one else has responded to it. I have a friend who is/was with Schools Financial and was talking about leaving it. And now I am also. Anyway, I found your article while searching the web for something indicating when the merger was technically resolved or merged. I wanted to make sure I had my timeline straight for my own issue with the missing landlord check. Anyway, I stumbled over your website and decided to put in my 2c over this.

The mergers of these credit unions are completely contradictory and counterproductive to their purpose. If the commercial banks want to all merge into one, monolithic terrorist organization, there is not much we can do about it. But credit unions should be regarded as precious, one of our first steps on the road to full “coopertivezation” of the economy.

My reply on 12/18/20:

I added your comment to the blog, but the blog was so long ago, I doubt few will see it. I would like to combine your comments into a single new post. OK?

Hal Goldfarb responds on 12/19/20:

Chip, I feel that, as a society trying to maintain control over our own work and our own resources, we need to have a legal business form called a “cooperative” (as opposed to the mere conceptual label we use currently to designate these entities). This would be analogous to the legal fiction of the corporation.

This new legal entity would protect the shareholders of cooperatives. . . in the same way the corporate business form protects investors. As an example of the power of this new legal instrument, members could not be gypped in these mergers, or better yet, maybe mergers would be obviated altogether. . .

On 12/19/20 I asked:

Do you remember voting a year ago October? What do you remember about the board’s recommendation at the time?

Hal Goldfarb responds on 12/19:

. . .I did not look into it deeply at the time. I needed to, esp since this impacts my own finances. 

I am trying to recall now how I voted. I remember getting the ballot, but I cannot recall what I did after that. 

I think I am a bit intimidated by officious mailings like these. I am not a youngster either. I know how much these issues can impact individuals. One aspect of it is that I really don’t know who these people even are. I could have researched it… it’s not like these facts are secrets these days. Another thing I could have done was to research SchoolsFirst and find out more about that credit union, as well as find out why Schools Financial agreed to this.

I am 60 years old, on disability, and I really ought to know better. . .

As to what I was thinking… I think I was feeling curious about why this merger was even considered, much less acted upon. . .I see these CU mergers as contradictory to the whole basis of local control of economy, something I feel deeply about.

I just wasn’t really sure what to do about it. It did not occur to me to look for organizations and individuals — such as yourself — who might be advocates and defenders. . .

Hal

Are Credit Unions Still Needed? A Chart Worth Many Words

Visual Capitalist is a website (https://www.visualcapitalist.com) that several times a week publishes graphs illustrating current or long-term trends covering many areas of economic, political and human activity.

This week they printed the graph below comparing the economic recovery of high versus low wage earners in America. (https://www.visualcapitalist.com/high-wage-vs-low-wage-economic-recovery-us/)

Their full analysis about this “unequal recession” had two conclusions:

  • The economic recession caused by COVID-19 has been especially devastating for low wage workers
  • While the recession is nearly over for high income earners, fewer than half the jobs lost this spring are back for those making under $20/hr

The Credit Union Opportunity

Within current members and in every credit union’s FOM, this divergence in recovery occurs. How can your credit union reach these members and serve them best as we wait for the pandemic to recede?

Seeking 25 Wisconsin Credit Union Faithful

On December 28th, the 85-year, $35 million Post Office Credit Union (POCU) in Madison, Wisconsin will cease to be an independent charter. After voting, the 3,196 members and their savings, loans and abundant reserves (22% net worth) will be transferred to the $26 billion PenFed Credit Union in Virginia.

Why care? After all UPS, Federal Express, DHL and even Amazon can fill the needs if the Post Office itself were to close. Same with financial options–aren’t there plenty?

Members Uninformed What Their Vote Enables

The members are not informed about what is happening by their required vote. The intent of the organizers of this action is to announce the deed as late as possible, limit the voting period to minimum required interval, and make the process appear as just another routine event in the life of the credit union—as the members are asked to drink the cooperative Kool Aid.

What POCU’s members are approving in surrendering their charter via merger is:

  • A new board of directors, whom they do not know and have never been told about.
  • A new senior management team who has not been identified or even presented.
  • A new business model (virtual), very different from their current one—PenFed is 742 times larger and serves over 2.1 million members.
  • Accepting a service profile with no specific information of any changes in prices, services and fees. The five examples given are all INCREASES in fees.
  • Loss of all control for any local service, employment, or business initiatives. All references to such are open-ended and subject to PenFed future review, including the $50,000 per year local contribution.

Joining a Harem

In summary, this is an arranged marriage, agreed in secret in April. The bride was informed in October. And still knows nothing about the groom and what will happen after the wedding. POCU will become just another junior member of PenFed’s credit union harem of 19 other charters.

Oh, and the broker of the deal, who had the authority to sign for the bride to protect her best interests, will then get to choose between a five-year $650,000 sinecure, or an immediate $437,500 payoff for his actions. PenFed is paid a dowry of $7 million to marry this unwitting bride. The family of bride will go away empty and the community will no longer recognize them as members.

Whose Responsibility?

The reaction to this situation in Wisconsin reminds me of a story that Dick Cavett once told. During a performance of Hamlet in Central Park, NY City, when they got to the part where he stabs Polonius, eight people got up and left because they didn’t want to get involved.

If those with the power, position or privilege fail to speak about this event, will these members ever trust credit unions again? Or as another American leader once said, “In the end, we will remember not the words of our enemiesbut the silence of our friends.

No matter our intentions or inattention, we are all stained. We watch an anti-democratic process fueled by self-interest not member well-being. Statutory terms such as “good faith,” “specific plans,” “best interests of the members” and the legally required “consent” of regulators is devoid of meaning. As the precedents of these calculated takeovers expand, credit union leaders shrug their shoulders accepting this as just the way of the world.

By our inaction we endorse the preying upon our industry by our own.

This acquisitive behavior is an assault on everything cooperatives stand for. It brings the capitalist model’s full range of animal spirits with none of the market’s checks and balances.

The Wisconsin statute requires a petition by 25 residents to require a public hearing on this event, should the DFI not do so on its authority. That hearing would give all those interested in the future of cooperatives to give the Board of POCU and PenFed to make their case publicly not behind closed doors.

Are there 25 credit union believers who are willing to ask that this activity be done in the full light of public debate and request the DFI hold a hearing?

Students: Enrolling the Next Generation of Members

In 1974, Peggy Holliday, CEO of Burbank Schools FCU, started student run branches at two Burbank High Schools. Each campus had a Student Credit Union Treasurer, who would “work” the student credit union during lunch, opening accounts and performing basic deposit/withdrawal transactions.

After school, the Student Treasurer would come to Burbank Schools FCU and reconcile the deposits/withdrawals of the day and process the membership forms to open the accounts.

The experience taught students the real-life skills of money management, budgeting, balancing cash drawers, and basic financial transactions. Students learned the concept of compound interest and making loan payments. Some went on to build careers in the credit union industry.

In 2011, the student credit union branches were disbanded. As account access became available online, the need for in-person transactions diminished. Promoting loan products became challenging, due to regulations. Checking accounts required parental authorization, difficult during school hours. Additionally, as school security increased, hallways became locked down during lunch, and access to the dedicated student credit union room became an issue. Finding student volunteers also became challenging.

But the focus on offering great service to students continued with UMe Credit Union (formerly named Burbank Schools FCU). UMe has an ATM on the quad at Burroughs High School, offers scholarships to Burbank grads, provides a student intern program and offers financial workshops and “Bite of Reality” financial simulation experiences. Additionally, UMe has some student-centric savings products created to help the younger generation get a head start on saving money.

Growing loyal student members by helping teach smart money management is a continued business effort for UMe. They think of themselves more as “helpers” than bankers, which is why they believe in promoting the cooperative spirit to their next generation of members.

From High Schools to Universities

Credit unions, especially those with educational FOMs, continue to sponsor student run credit unions or branches in high schools throughout the country. Students gained financial skills and become part of a new generation of co-op members.

In 1982 to address a falloff in the number of new federal charters (only 114 in 1982), the NCUA launched a renewal program called Credit Union Expansion or CUE-84. The goal was to make credit unions available to many new members ahead of the 50th anniversary of the Federal Credit Union Act in 1984, The committee’s members were a who’s who of credit union CEOs, league and trade association leaders, and state regulators. The one surviving attendee of the 1934 founding of CUNA at Estes Park Colorado, Louise Herring, was on the committee along with Joe Scoggins, CEO of Navy Federal, the country’s largest credit union.

The three-pronged growth effort included chartering new credit unions, expanding FOMs and adding groups such as retirees to credit unions.

The College-University Initiative: Solving a Real National Problem

One important focus was organizing new charters at universities around the country. One example profiled by NCUA was New York University FCU for faculty, all university employees, trustees, alumni and students. Potential membership was 20,000.

The local poster child for this effort was Georgetown University Alumni and Students FCU (GUASFCU) in Washington D.C. Sponsored by the student government, it was open to students and alumni and managed by undergraduates who wanted the experience of running their own co-op.

NCUA changed policy to designate student credit unions as low income, enabling them to accept non-member deposits to fund low cost loans for books and tuition. As explained by NCUA Chairman Callahan:

“This opens the door to alumni through the corporations they work for to make contributions in the form of federally insured deposits which can be earmarked for student loans. Here is a vehicle that could provide a private enterprise approach to something that is a real national problem-the need for student loan funds.”

Of the 107 new charters approved in 1983, NCUA’s Annual Report included a picture of the GUASFCU’s first annual meeting. Also highlighted were charters for the University Student FCU (University of Chicago) and Skidmore Students FCU in Saratoga Springs, NY.

Recently GUASFCU’s Hoya Banking model with $17 million in assets announced a grant from the University to underwrite a secured loan for all incoming students so each could establish a credit score of 685 or greater by graduation.

Current Chartering Environment

From military recruiters, to political parties to businesses seeking the loyalty of new consumers for their products, high school and colleges are target markets for every institution that wants to remain relevant in society. Most major college campuses now have a bank branch on the grounds, or nearby, to serve students.

Gen Z and millennials embrace activism, engagement and technology to create new ways of participating in economic and social change. Starting new enterprises is one hallmark of this creative impulse.

Responding to this student interest, over 220 colleges and universities across the country provide innovation and entrepreneurship programs to encourage this activity. (https://www.acceleratorinfo.com/see-all.html)

These academic business accelerators respond to students wanting change, promote the traditional American spirit of innovation and, if successful, provide a financial return to the school. Many academic institutions now sponsor “shark tank” contests to incent new venture ideas offering dollars as well as in-kind support for winners.

One winner in the spring 2018 George Washington University’s new venture competition was a group of freshmen. They proposed a student managed credit union for their university community. They had three primary goals: provide better value services for the students; offer practical management opportunities for volunteer leaders; and create a prototype that could be easily replicated at other colleges around the country.

These students are business, finance, technical and liberal arts majors. They are volunteers in this multi-year effort receiving no pay or course credit. Now in their fourth year of trying to obtain a charter, they may earn their bachelor’s degree before NCUA approves their application.

The Problem for Credit Unions

If students are not part of credit unions’ recruiting efforts, the industry is losing the battle for the next generation of leaders and members. Unlike many areas of civic endeavor or business enterprise, cooperative solutions are best understood when experienced first-hand. They are not a dominant form of organizational design in America’s capitalist economy.

Earlier NCUA efforts, recognized the need to encourage the use and formation of credit unions for all groups. Especially students. Now less so. But the needs of Americans in 2020 and forward are not that much different from 1980.

A Cooperative Opportunity: HBCUs and NCUA

Chairman Hood has announced his ACCESS initiative (https://www.ncua.gov/access) to promote financial inclusion. To put real work, not just talk behind this concept, NCUA should reinvigorate the student credit union charter effort.

For example, there are 107 historically black colleges and universities (HBCUs) in the country. Fifty-six are private and fifty-one public. The democratic Vice-Presidential candidate is a graduate of Howard University whose credit union has charter # 648 (1935) but apparently does not include students.

Can here be a program with local credit union mentors (the Burbank Schools model) to launch credit unions at HBCUs around the country? It would bring a new generation into the cooperative experience as members and managers. Successful examples like GUSAFCU are operating. The benefits are known.

There is nothing more inclusive than the empowering persons through self-help. That is how all credit unions began.

The need is leaders willing to move forward. The ball lies in NCUA’s court. No one wants to wait four years to receive a license to start an enterprise. Especially a cooperative where community progress, not individual enrichment, is the motivation.

If NCUA were to initiate such an effort it would stop working its way out of business and start seeding the economy with a new generation of cooperators. It would also:

  • Turn the industry to a new vision for itself.
  • Extend the NCUAs role in the expansion and success of cooperative solutions.
  • Point credit unions to new heights for mutual benefit, versus consolidation.

The Top 100 Coops at Year-end 2019

For 30 years, the National Cooperative Bank (NCB) has published the annual NCB Co-op 100, America’s top 100 Cooperatives by total revenue. In 2019, these member-owned and controlled businesses had total revenues of $228 billion.

https://impact.ncb.coop/hubfs/assets/resources/NCB-Co-op-100-2020-final.pdf

Who is on the list?

Five credit unions are in the top 100. Navy is #7; State Employees (NC) #22; PenFed #30; BECU #57; and SchoolsFirst #78.

There are several well known consumer brand names of firms such as SunKist Growers, Land O’Lakes, Ocean Spray, Welch Foods and ACE hardware. In addition to finance, larger co-ops also serve the farming, energy, health care, grocery and hardware sectors.

The total assets of these leaders are $733 billion.

The compiler of the list, NCB, was created to address the financial needs of an underserved market niche: people who join together cooperatively to meet personal, social or business needs especially in low income communities. Chartered by Congress in 1978, NCB was privatized in 1981. Owned by its more than 3,100 customer-owners, it has $7.9 billion in assets under management. As part of its enabling legislation, NCB was tasked with ensuring that 35% of the capital it deploys will benefit low income communities.

A Credit Union Opportunity?

The question for the $1.7 trillion cooperative credit union community’s 5,200 institutions: What are we doing to enhance cooperative solutions for the American economy beyond consumer finance?