Category: Local Effect

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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

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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?

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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 enemies, but 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?

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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.
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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?

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Is This Who We Are? Part II: Specious Merger Reasons

Yesterday, in Part I of this series, I introduced the merger of Sperry Associations FCU’s ($278.4 million) with Pentagon FCU ($25.9 billion). The merger terms in the member Notice includes this sentence: “The services currently offered by Sperry will cease to be provided and replaced by the (virtual) branch services listed in the attachment to this Notice.”

Part I described how this locally-focused, high-preforming credit union was ideally positioned in the market according to the CEO’s public testimonials. It is now to be closed in the middle of a pandemic when most needed by members. Why?

What Members Were Told About Why They Should Merge

The reasons from the FAQ on Sperry’s web site:

Q: Why did Sperry have to merge in the first place?

“In recent years, the financial services marketplace on Long Island has changed. Thanks to the entrance of more big banks and global Fin-Tech companies, it’s become more challenging for mid-sized institutions like Sperry to thrive. While Sperry is currently financially healthy and well-capitalized, our Board of Directors felt that partnering with PenFed is the best option to ensure that our membership gets the service they both expect and deserve – all while continuing the credit union mission of people helping people.”

In the required Notice of Special Meeting to Members, dated July 28, 2020,  the two paragraph explanation is:

“The directors of the participating credit unions have concluded that the proposed merger is desirable for the following reasons: In today’s landscape of digital transformation coupled with evolving technology, regulatory compliance, and increasing cybercriminal threats, our Board of Directors evaluated strategic possibilities to assure that you, our member, will continue to receive the full range of products and services you deserve.

“To ensure continuity of operations while seeking to expand product offerings and improve services, we have been diligently searching to find alternatives. We have explored a range of options, including collaborating with like institutions to consolidate key support functions, maintaining the current course alone, or merging with a strong and proven performer. While there are some benefits with each option, only one meets the full range of our objectives: growth of membership, expansion of product offerings, infusion of investment in IT cybersecurity, improved training and enhanced community service. After considering alternatives, we determined that a merger with PenFed is in the best interest of our members.”

This is the only reason in the required special meeting notice signed by Chairman, Gary Barrello. There are no facts supporting the reasons—no comparison of savings rates, loan programs/rates, service fees and delivery system options that any member would need to consider in making an informed choice to give up Sperry’s charter.

Along with these short, generalized assertions, the letter provides the required disclosures of merger related financial arrangements for the top five management employees. These payments potentially total $2.2 million. There is an “agreement” to donate $100,000 per year to local causes on the recommendation of Sperry’s board acting as advisors. All donations are, however, subject to PenFed approval.

A Special Member Bonus Dividend If Members Vote to Approve

Most relevant to the members’ voting decision is the proposal to pay each “eligible” Sperry member a one time “bonus share dividend” of $350, estimated to total $5.7 million. This amount is 25% of the credit union’s reserves. The remaining 75%, over $15 million, goes directly to PenFed’s pocket, as described below.

With this rhetorical logic and member incentive, is it any wonder that following the member meeting, held in the credit union’s parking lot, a 63% approval tally was announced? No information was provided about how many of the 16,000 members voted or attended the meeting; just the final approval rate.

This was undoubtedly the only time members had been asked to vote on any issue or election at the credit union. If they trust the credit union to properly manager their money, how could they be skeptical of this recommendation to merge and end the charter?

The Ending of an 84-year Community Charter

One might ask what’s untoward or possibly worse with this transaction? The members voted. They approved the recommendation of their elected leaders and long serving management. This happens every day in credit union land!

Furthermore, NCUA, the regulator, has approved all this, including the member notice wording that “a merger with PenFed is in the best interest of our members.” NCUA’s routine is for the Office of National Examination and Supervision (ONES) and the Regional Director to automatically sign off when the final documents are submitted.

This regulatory approval will occur even though the credit union’s web capabilities and the CEO’s public statements, as described in Part I, completely contradict the minimal logic in the merger letter.

But more important, the circumstances outlined below suggest the members have been duped by their leaders entrusted with the fiduciary responsibility to protect their interests.

PenFed and Sperry’s management team jointly designed this deception. They are the recipients with big paydays. The members and rest of the employees are being hung out to dry when this local operation is closed permanently.

What the Members Were Not Told

I believe the facts surrounding this transaction show the members were misled and that management-board merger communications intentionally hoodwinked them. The reality is that Sperry’s members are being sold to an organization that has no interest in their individual or community well-being.

The five managers will receive “optional” severance payments of up to $2.2 million; members get $350 each. PenFed will book a $15.1 million windfall as other income (negative good will). Sperry’s members are paying PenFed a bounty in addition to receiving all the future income from the relationships transferred.

In a normal arm’s length “free market” transaction, the buyer would pay a premium for this future income and the owners would receive their equity surplus in full and more. Instead, management negotiated for its own benefit, not the members.

This transaction, as described, will close Sperry’s only office. That means there is no location for the 39 employees to work or for members to go for what is now 6-day in person service. PenFed’s head office in McLean, VA is 257 miles away and 4-hour drive from Sperry’s headquarters. The nearest branch is a nearly 1-hour drive to Manhattan.

The entire membership is being forced to use remote access for all transactions. Sperry’s 16,000 Nassau County members will now be competing for service with 2,049,700 current PenFed members. That number is 125 times larger than Sperry’s current operations. These remote service employees will have none of the member relationship experiences of the current Sperry staff.

Contrary to the meager merger rationale, the CEO lauded Sperry’s responsiveness in the current environment versus those in “a larger firm who would have had to schedule meetings, create committees and navigate the rough waves of corporate politics…”

This is a merger only on paper, not of operations. It merely combines the financial statements and adds new accounts to PenFed’s books. Local services are shut down. The familiar faces, loyalty, knowledge and community spirit Sperry is built upon will be gone.

Apart from the two paragraphs in the merger notice, every Sperry communication demonstrates that it is serving members and the community in an exemplary manner. It is a classic example of what a member-owned coop can do for its community. The effort to justify the merger as better for members is a farce.

The Timeline Reveals the Charade

The Member Meeting Notice, dated July 28, 2020, opens with the statement “On January 15, 2020, the Board of Directors of your credit union approved a proposition to merge Sperry FCU with Pentagon.”

This means discussions occurred sometime before then. Yet the first that members or the public knew of this secret plan was in the Chair’s member notice dated July 28, just 60 days before the voting deadline and member meeting.

The summer member newsletter, The Sperry Herald, makes no mention of this decision. There is also no reference to the board’s intent to close the credit union in the notice of the annual meeting in the same newsletter. Instead, the board nominated two current directors to fill two expired terms, with members left completely in the dark about the decision nine months earlier to close operations.

Such a disclosure might have initiated member questions or even a revolt.

In the first Newsday article on September 3, after the merger intent becomes public, CEO Kevin Healy is quoted: “The financial landscape across Long Island is rapidly changing. As large institutions continue to grow. . .it is tougher for midsized institutions like Sperry to aggressively gain market share.” This statement from the July 28 member notice completely contradicts the editorial published eleven days before extolling Sherry’s distinct advantages and COVID performance in the July 17 CU Times.

Healy’s quote defending the merger is also refuted by his own words in his March 29, 2019 CU Times “expert opinion:”

 . . .credit unions of all sizes still can thrive and grow with the right mix of strategic forethought. In the end, a thriving credit union always serves the needs of its membership.

When Healy published his July 17, 2020 article praising Sperry’s response, he knew and approved of the intent to merge, a decision made at least seven months earlier. He proclaims Sperry’s business prowess at the same time he is secretly planning to end the charter.

We know this is the case because CEO Healy is a member of the five-person Sperry board. But the problem is more serious than corporate hypocrisy.

In Part III tomorrow: Sperry’s conflicts of interest, self-dealing, PenFed’s complicity, and NCUA’s abdication.

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Manufacturing’s Future in the US

Sometimes (or often) political rhetoric is divorced from fact. One issue in the Presidential campaign is increasing American manufacturing. And hopefully jobs for tasks that cannot be automated.

The chart below shows that US auto production has declined 41% between 2014 and 2019. America’s share of global car production is 3.7%.

In auto production, manufacturing is a global factory system. Following the government bailout of the industry after the Great Recession, the peak of direct employment has ranged between 900,000 to 1 million jobs.

Given the underlying market trends, it is hard to see significant job growth in this sector.

The takeaway for credit unions and members dependent on this sector is to know your options and develop them. Market forces are impersonal and uncaring. That is why cooperative alternatives were created.

(Note: chart reflects total number of cars manufactured, not their market value)

International Organization of Motor Vehicle Manufacturers, founded 1919 in Paris, is an international trade association whose members are 39 national automotive industry trade associations.

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Nine Years to Make Their First Loan

In 2011 several Maine residents began to explore a credit union charter to serve the small farms of the state. In 2019 they received a federal charter. This year they made their first loan described below.

The following story is from the credit union’s website. Do you remember what your credit union’s first loan was for?

Celebrating our First Loan

We closed on our first loan in March, financing a delivery truck that will connect a network of Maine farmers with critical distribution services.

Misty Brook Farm is a diversified, grass-fed livestock and raw milk dairy farm in Albion. Katia and Brendan Holmes started Misty Brook in 2005 and moved to Albion in 2013. The couple markets their dairy products, meat, grains, livestock and eggs to local community members through their farm store and distributes to more than 50 wholesale customers, including health food stores, restaurants, and aggregated CSA’s. In addition to delivering their own goods, Misty Brook provides critical distribution services to a network of farmers throughout Maine.

When Katia and Brendan wanted to add another delivery truck to their fleet, the couple struggled to secure financing. Despite the business’s history of successfully paying back loans, their bank could not meet their request. The couple explored dealer financing, but the interest rate did not meet the mark. When the couple approached Maine Harvest with their loan request, the conversation changed. With more than 25 years of experience in Agricultural lending, our Chief Lending Officer, Patty Duffy, understands farm businesses and the way back-to-back droughts impacted Mistybrook’s bottom line. Patty recognized Katia and Brendan as strong financial managers, with well-established sales channels and strong brand recognition. Because Katia and Brendan came prepared with a complete set of financials, we were able to provide a fast turnaround on the loan request. Closing took place just as Maine and the country shut down in response to COVID-19, quite a feat.

We know that traditional financing is not always available for small farmers and food producers. At a time when COVID-19 threatens the wholesale market for local food, financing this delivery truck will keep a network of Maine Farms connected to critical distribution services.

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STOP THE PRESSES: MEMBERS VOTE DOWN MERGER 66% TO 34%

Yesterday the Credit Union Journal broke a unique story. The members of N.W. Iowa CU ($58 million) voted against a merger with Siouxland FCU ($206 million) by an overwhelming margin of over 2 to 1.

Unprecedented Event

Every year, several hundred voluntary mergers of sound, well-run credit unions occur. Under the cooperative democratic structure, these mergers must be approved by a majority of members voting on the request to end the charter.

However, the voting can hardly be described as democratic in any traditional understanding of the term. For the process is akin to a “one party state.” All of the narrative, timing, ballot and ongoing messaging are controlled by the credit union’s board and management, backed by all of its resources and marketing capabilities. There is no “opposition party.” No contrary information or alternatives are ever mentioned.

The majority of ballots are submitted by mail. The “campaign period” is 45 days or less. Anyone opposed has neither resources, time, or expert knowledge to counter the party line. The decision is a simple yes or no vote on the merger. The option to remain independent is not even present on the ballot.

Members overwhelmingly mail in ballots, as requested, approving the board’s recommended action. After all, if members didn’t believe in the board leaders they elected at some point, why would you trust them with your money to begin with?

Since becoming involved with credit unions in 1977, there have been over ten thousand such voluntary mergers. I am unaware of any time that members turned down this board/CEO recommendation to end a credit union charter.

Information Provided to Members

The public information from N.W. Iowa follows this traditional process. The required Notice of Balloting dated April 20, 2020 was sent to the 5,000+ members outlining the reasons for merger.

These included the convenience of five Siouxland branches and “advanced products and services with competitive rates.”

Other details noted the credit union would continue to operate under its own name (as a division of); the current CEO would retire but continue to work as an advisor; employment would be offered to current staff; two directors would join Siouxland’s board; and a charitable account would be set up to receive “at least 51% of earnings” to build engagement with the Iowa community.

The four-page document lists the new main office in South Sioux City, Nebraska, and its five branches.

The required merger related financial disclosures included bonuses for all merged employees plus severance if terminated without cause in the next two years. Four senior loan managers would be entitled to additional benefits totaling over $330,000.

The credit union’s Facebook page (https://www.facebook.com/NWIACU/) still shows the video of the two CEOs promoting the merger as well as an announcement from the chairman: Thank you for being engaged. Your credit union will remain independent.

Why the No Vote?

We don’t yet have information why opposition developed their point of view and how they organized to overwhelmingly reject this merger event.

N.W. Iowa is a very strong credit union. Its growth of shares (8.4%) and loans (7.9%), operating expense ratio (0.53% of revenue) , ROA (0.94%) and delinquency (0.35%) are all better than Siouxland’s March 2020 numbers. By any standard, this charter granted January 1, 1966, is a strong performer.

Was it some information in the notice? A perceived lack of any relevant benefits from the merger? The payment of employee bonuses in a time of economic uncertainty?

Outsiders generally know two things about Iowa: It is the first state to hold a presidential primary every four years, and it grows lots of corn and hogs. The state is middle west conservative with a legacy of rural small towns and farming communities–not the likely source of a populist uprising.

Le Mars, the home of the credit union, is called the Ice Cream Capital of the World. Were residents upset at the loss of a community pillar with its local focus, relationships, reputation and over 50 years of service?

Reemergence of the “Grass Roots”

In this time of crisis, is this event another example of popular protest emerging in other areas of society. The traditional obedience to authority and status quo behavior is being challenged as COVID concerns and economic uncertainty grow. The people want to be heard, not taken for granted. They want the institutions to serve them not the parochial interests and rationales of their leaders.

The no vote was announced on July 1, just in time for Independence Day. Can this be the spark for a revolution to return the focus of credit unions to serving their members? And challenge the unprincipled pursuit of mergers when members need their credit union relationships more than ever?

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Issues Bigger Than Regulator’s Rules

In 1978, Sangamo Electric Company announced the closing of its Springfield, IL manufacturing plant and head office to move to Georgia.

The company had its own credit union. I had been Illinois Credit Union Division Supervisor for one year. My dad had worked at the company in the 1950s, so I felt an interest in the situation. The issue: what should happen now to Sangamo Employees Credit Union?

For me, the answer was simple. The sponsor and all its direct support, plus the members’ jobs, no longer existed. The employer-based “common bond” was gone. Therefore, it no longer complied with the state’s chartering requirements . It should be closed.

That was not the view of my boss, Ed Callahan, the Director of the Department of Financial Institutions. His logic was that with the company’s closing, the members needed their credit union more than ever. Their jobs were gone. The credit union would be more vital to their future than before.

He suggested we find a way to modify the charter so that the members, not the company or the regulator, could determine their credit union’s future. And that is what we did ­.

Regulators and the Current Pandemic

This incident came to mind when a CEO sent me NCUA’s interagency joint announcement: “Examiner Guidance for Assessing Safety and Soundness Considering the Effect of COVID-19 Pandemic on Institutions.”

The purpose of its eleven pages: “to promote consistency and transparency across the agencies, examiners will continue to assign supervisory ratings in accordance with the applicable rating system. . . CAMELS.”

“. . .it is essential that examiners maintain a clear understanding of the financial condition of each institution.” And “. . .examiners will distinguish between problems caused by the institution’s management and those caused by external factors beyond management’s control.”

Why is NCUA Sending this “Guidance”?

The paper appears self-serving, citing circumstances familiar to everyone. It reads more like a warning notice, than “guidance.”

Its bottom line is “we are telling you, be careful.” Is this a prelude to circumventing normal supervisory due process, using the pandemic’s uncertainty as an excuse?

There are three concerns with NCUA’s forwarding this directive to “promote consistency and transparency across agencies.”

  1. Why did NCUA believe this bank-drafted warning message was even appropriate for credit unions?

Credit unions are different from banks in fundamental ways. Their cooperative design, tax exemption, “common wealth” and reserve/capital options are intentionally unlike privately owned firms created to profit shareholders.

Credit unions fulfill a different purpose, one of which is to be an antidote to the shortcomings of for-profit financial options. The CLF and NCUSIF’s designs incorporate these cooperative differences.

  1. At this time every other arm of government including Congress, Treasury, the IRS, SBA and even the FED are crossing all their traditional “red lines.” Why is NCUA joining bank regulators to announce “business as usual” contrary to the activities of every other government entity?
  2. This “examiner guidance” makes no mention of the special credit union role in times of economic distress. Every day credit unions are waiving fees, lowering rates, providing forbearance and other special accommodations for members. These actions reduce a credit union’s “normal camel ratio ” outcomes. That is what coops are supposed to do with their members’ collective savings.

A current example is how 15 Vermont credit unions have provided $385 million in member relief, so far. Isn’t this the special “guidance” NCUA should be highlighting?

Rising Above Rules

While hitching NCUA’s wagon to other regulators may seem to enhance NCUA’s image, it diminishes credit unions’.

Credit unions were well positioned financially entering this crisis. The cooperative regulator is most effective when knowing how to see beyond the letter of the law and support the spirit of the movement. That is the Sangamo lesson Ed Callahan helped me to see.

This instinct to put members first lives in most credit unions. In this time, shouldn’t NCUA’s “examiner guidance” be to promote this essential mission? And even co-develop special programs with the industry to help members recover financially?