Category: Mergers

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The Pied Piper of Group 209,  or What Happened to the FCCU Members’ $10 Million? (Part I)

On January 26, 2022 I wrote a detailed analysis of the transfer of $10 million of members’ capital to a non profit organized by the CEO and Chair of the merging Finance Center Credit Union.  My position was that this was an improper taking of funds owned by the members, but asked,  “You be the judge.”

This is a followup analysis since the October 1, 2021 merger and funds transfer.

Synopsis:  Part I  summarizes previous events and questions raised about the money transfer.  Articles provide principals’ various explanations in  a CU Today story.

Part II presents the new Foundation’s data subsequent to the merger and former CEO Duffy’s activities as recently as January 2024.

Part III asks what happens now?

 Looking Back at the Merger Issue

Stockton’s (area code 209) Need for Credit Union Services

In the words of the CEO of a local community food kitchen for the needy, “Stockton is not a destination city.”  Its population of 322,000  residents is 42% Hispanic, 24% Asian, 19% non-Hispanic white and 13% black.  It is one the most racially diverse large cities in America, according to a U.S. News analysis based on 2020 census data.

It is not a wealthy city. Median household income is $71,612 and per capita, $29,095. (2022)  The poverty level is 15.6%.   And only 18% of the population over 25 years has a college degree.

The Stockton record summarized the city’s variable reputation in a November 2023 article:

“Stockton has topped another list and this time it’s not a bad thing.

“While Stockton’s long had a reputation of being one of America’s most miserable cities (thanks, Forbes), U.S. News & World Report is shining a positive light on Mudville.

“In its most recent report,  Stockton ranked among the best places to live in California. It ranked number thirteen, one spot below Visalia and one spot ahead of Bakersfield.”

Stockton was nationally recognized as one of the first cities in the country whose finances collapsed due, in large part, to unaffordable defined-benefit pension obligations.  This threatened its ability to deliver basic services like police protection.

The city is the ideal opportunity for a locally focused credit union.  The member needs are many.  And until October 1, 2021, this was Financial Center Credit Union’s (FCCU) long time home market. On that date the CEO and board transferred via merger all the credit union’s savings, loans, members and operational direction to Valley Strong CU whose main office is in Bakersfield, a city approximately 250 miles and a four hour drive away.

Setting Up the Transfer

On June 25, 2021 Chair Lopez and CEO Duffy of FCCU registered a non profit in California named FCCU2.   Forty two days later Chair Lopez signs the official Members’ Meeting Notice to merge FCCU into Valley Strong.  The Notice includes the transfer of $10 million to this newly established corporation, one of several merger disbursements members were asked to approve in the merger vote.

To my knowledge this transfer of member capital to the sole control of the former CEO and Board chair had never occurred.  It appeared to be a “taking  spoils” from the event. The amount, the singular nature of the transfer and the credit union’s prior five year downtrends under CEO Duffy raised the question of whether this money grab was proper.

CEO Duffy and his Sister Nora Stroh  had been the senior executives at the credit union since 1993.  At the merger date, the credit union had served the Stockton community for 66 years with Duffy as CEO for the final 22.   In the  years prior to the merger, the $635 million credit union recorded these trends:

  • A decline in loans outstanding from $176 million in December 2016, to just $102 million at the merger date. This is an annual negative growth of 10.3%.
  • Total members declined by 2,900 from December 2016 to the merger, a fall of over 2% per year. These declines in loans and membership were the exact opposite of the growth gains reported by all other segments of the credit union system.
  • Even with this decline in risk assets, the credit union continued  adding to reserves from earnings. The result was a net worth (capital) ratio of 20% at December 2018 and 17% in December 2020, nine months before the merger.  During this five years, the credit union at times reported a net worth/asset ratio of more than 100% of the loan/asset ratio.
  • In the IRS 990 filing for 2018, the three highest reported salaries of Duffy, CEO; Nora Stroh, COO; and Steve Liega, Accounting and Finance were a combined $3.1 million or 46.5% of all compensation for a staff of over 90 employees.

During this period of decline in members and loans, CEO Duffy maintained a high profile public image.  The credit union reported numerous local and statewide political donations and grants to area non profits in its annual 990 filings.

The Critique

In the years leading up to the 2021 merger,  CEO Duffy operated with the form, but not the substance, of a cooperative charter.  It was run as a family business promoting the public visibility of the CEO, versus the well-being of members.

My January 2022 post was called A Theft of $ 10 Million or Just Spreading Goodwill?  I provided multiple data points about the credit union’s loan and member decline, million dollar executive salaries, and net worth sometimes greater than 100% of the loan to asset ratio.

An example of Duffy’s personal PR efforts is a video from the Stockton Mayor’s office of a $1.0 million donation to Stockton Strong in 2020. The speakers state the money  is from the “employees of the credit union and the Michael P. Duffy Family Fund.”

The only credit union employee in the eleven minutes is Duffy. The video shows two mock checks of $100,000 each to charities feeding food insecure residents.  In the same year as this employees’ gift, the credit union’s outstanding loans declined by $40 million.

I can find no public reference to the Michael P. Duffy Family Fund in either California’s registrations or IRS 990 tax exempt filings.

CEO Duffy’s May 1, 2021 press release announcement of the merger included the following rationale:

As the CEO of Financial Center Credit Union for the past 21 years, my perspective on mergers has evolved . . . I have marveled at what credit unions of today’s scale can accomplish when they join forces . . . this merger is a true embodiment of the credit union industry’s cooperative mind-set. . . this merger represents a strategic partnership between two financially healthy, future focused credit unions committed to providing unparalleled branch access, digital access, and amazing service for the Members and the communities they serve.

There was no data or hard facts to support this sudden strategic insight. The only concrete future service promise in the Member Notice was  access to Valley Strong’s 19 branch offices which were an average of 250 miles from the former Stockton headquarters.

Press Followup of the $10 Million Question

CU Today published an extended story following up  the $10 million transfer to Duffy’s control.  The story, Leaders from Merged-Out Credit Union Head New Foundation, provides the participants’ explanations as follows:

The individuals involved in setting up the arrangement say it was approved by the regulators and is designed to fulfill the new merged-out credit union’s mission, while state and federal regulators issued vague statements saying no laws were violated and that the creation of the $10 million foundation was “a business decision” on the part of the credit union. 

Duffy’s specific defense of the $10 million was,  ”It’s not a diversion, but rather an investment in the communities it serves. This ensures that the funds will be used in the manner in which it was intended: to advance and support the needs of the members” 

When asked why it was not paid to members: “The board viewed its strategic decision through three lenses: members, team and community. . .It’s a symbiosis between the three and we wanted to continue the continuation while improving opportunities through cooperation vs competition.”

After Duffy’s twenty-eight years earning a living and achieving personal standing in Stockton,  he initiates the transfer of  $634 million total assets, $102 million in loans, 29,500 members and their $540 million of savings to another credit union’s control and leadership.  Prior to merger related adjustments, this “free” transfer also encompassed the members’ $107 million of capital.

Duffy kept control of $10 million in his words, “to advance and support the needs of members.”  After transferring all his leadership responsibility for managing  $634 million of member assets out of Stockton and away from local control (but keeping his CEO level compensation) he arranges to hold back $10 million for his personal use.  In order to serve the “needs of the members” he had just sold out!

Part II tomorrow will look at data and events since the merger.

 

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NCUA’s Disdain for Credit Union Democracy

Let’s get right to the point.  NCUA does not believe in member democracy, member rights or any aspect of owner-member control.

The cooperative model capitalizes on the character of its member-owners who join to help each other attain a better economic status. But that is not NCUA’s belief.  For them, members are merely customers. NCUA’s primary duty is regulatory compliance, not enhancing the owner’s role. The democratic structure of one member one vote in elections is a theory rarely practiced. And its practice has nothing to do with the regulator’s oversight.

There are numerous examples of not just NCUA indifference, but outright rejection of requests to protect the property and process rights of member owners.  The examples are rampant in three areas:  the administration of mergers, the oversight of bylaw requirements/amendments framing director fiduciary conduct, and when asserting absolute, unaccountable and unexplained regulatory actions to close member owned institutions.

Unconstrained-Unexplained Closures

Following are two examples this month of NCUA forcing a merger without a member vote or any form of due process, and just vague wording: “The conditions of the merger met regulatory provisions that allowed for a waiver of the membership vote.” No facts to justify this cancellation of $32.1 million Gabriels Community CU charter.

A second example is cited again by CU Times:  “An NCUA spokesperson said the $2.9 million Waconized Federal Credit Union in Waco, Texas was given the OK to merge with the $16.7 million 1st University Credit Union, also based in Waco. The consolidation was allowed in accordance with NCUA Rules and Regulations, Part 708(b), which gives the federal agency the authority to permit a merger without a member vote under certain circumstances.”

This arbitrary, unexplained use of NCUA authority is not new.   In a February 26, 2022 post, the End of Kappa Alpha PSI  (occurring in 2010), I provide the detail of NCUA’s liquidation while an appeal was pending of this black fraternity’s credit union.

This is not conduct limited to times of crisis. I list many other situations where NCUA arbitrarily removed management, forced mergers or performed instant liquidations without due process as recently as May 2020. In a single example from April 2016 the agency summarily liquidated six credit unions that reported collective net worth of 17.6% without any conservatorship or other steps required by its own rules.

At the time of most critical and consequential regulatory action, the agency rebuffs any explanations. All of the circumstances are kept behind closed doors: “we do not comment on our efforts or conditions related to conserved (or troubled) credit unions” is the standard defense.

At the moment the member-owners’ role is negated, the NCUA goes mum. Accountable to no one.  As the two most recent examples occurred within a week of December yearend, it is easy to surmise why these silent closures were not revealed then.  If done after yearend, a call report disclosing their financial condition would have to be filed.  Such a final accounting, if available, would illuminate not a credit union collapse, but  a failure of effective examination and supervisory oversight.

The continuing danger of these unopposed regulatory precedents is that they encourage further use of arbitrary power.  Credit unions see this.  Examiners will take their cues to assert their unchecked authority.  Recommendations (DORs)  wlll order credit unions to sell millions in underwater investments or borrow unneeded loans solely to reduce modeled interest rate risk will be issued.  The threat of further action and CAMELS downgrades is all that is needed to force immediate, costly options that reduce member capital.

Lack of regulatory transparency at  critical points in any credit union’s circumstances perpetuates unchecked and unaccountable regulatory power.  Secret actions always hovering over credit unions in difficulty or who might otherwise oppose NCUA’s findings.

NCUA Suppression of Member Board Participation

 

On May 18, 2021, I filed 21-FOI-00083 “for the requests, communications, and NCUA’s approval or denial of all federal credit unions over $5 billion in assets that have requested to change their  standard bylaw for nominations for directors by petition.”

Only two FCU’s have done this: Navy FCU and Penfed.   Navy had filed two comment letters in 2004 and 2005 suggesting changes in the standard bylaw requirements.  However, it was not until September 11, 2019, that the Director of CURE approved these requested changes which:

  • Raised the requirement for members to call a special meeting to 1,000 members or one fifth of one percent of total membership, whichever is greater.
  • Raised the requirement for nominations by petition to the greater of 1,000 members of one-fifth of one percent of the total membership.

The previous maximum bylaw signature requirement for both events was 500.  Under the revised bylaw, one-fifth of 1% of members would be 26,000.  The FOIA response denied much of the correspondence as to why this would be needed.

However, one can surmise the logic from the two comments from 2004/5.  Navy is so large and important that it would be too uncertain to just let anyone run for the board by collecting 500 member signatures.

Penfed’s circumstances are slightly different. Prior to this change in their bylaws,  a member had received the minimum 500 signatures to appear on the ballot in the just completed election.  The candidate was a former board member, familiar with the process. He was informed he did not receive sufficient votes to be elected, but was not shown the election numbers.

Shortly after, Penfed applied for and was quickly approved for twofold bylaw changes approved June 24, 2020 by the director of CURE:

  • A special members’ meeting now requires 1,000 signatures or one-fifth of total members but a number not to exceed 2,000. There are additional requirements before the meeting can be called however.  One includes the formation of a five-member committee to meet with the board.  The committee will be bound by whatever agreement is reached on behalf of the petitioners; if no agreement, only then can the call for the meeting be sent.
  • Nominations for the board by petition now require total signatures of the greater of 1,000 or one-fifth of total members (no upper limit). No nominations will be accepted from the floor if there is only one candidate per vacancy.  All board nominating committee candidates must be sent to members 75 days prior to the meeting.  Nominations by petition must be filed with the secretary 40 days prior to the same meeting.  This timing effectively provides members just 35 days to get signatures to add to the Board’s selected candidates after they are first disclosed.

With this bylaw, Penfed board nominations by member petition would require 5,800 signatures versus the original 500 maximum.

The effect of both bylaw changes is to virtually eliminate any chance of a board nomination by petition.   Note these changes were done without any member input, no announcement by either credit union or NCUA of this fundamental change in the bylaw election process.  And now that it is public . . .

Election Conduct Is Not NCUA’s Responsibility

NCUA avoids any involvement in board elections.   Four members of Virginia Credit Union submitted nominations for the annual board election. Here is the background to their effort in a post, The Fix Is In.  The members were not interviewed by the nominating committee They asked NCUA for assistance.

Regional Director John Kutchey ‘s reply summarized in  a Credit Union Times report  reads in part:

In his letter, Kutchey said the NCUA considers the right to participate in the director election process a fundamental, material right for members of a federally chartered credit union.

“The FCU Bylaws provisions that implement this right include, but are not limited to, a requirement that the FCU’s nominating committee interview each interested member that ‘meets any qualifications established by the nominating committee,’” Kutchey wrote. “Also, the FCU Bylaws provide alternative processes to run for a board seat for members interested in serving on the FCU’s board who are not selected by the FCU’s nominating committee.”

But that is just for FCU’s, not state charters.  There has never been a reported instance of NCUA ever enforcing this interpretation for FCU’s.

Despite Kutchey’s high sounding phrases, NCUA has approved bylaw changes and board nomination outcomes that make a charade of democratic governance.  Credit union boards and CEO’s see NCUA turning a blind eye to the repeated self-nomination and perpetual control closing any election choice.  So, except for extremely rare events, boards turn into self-perpetuating, self selected directors.  Member-owner governance via the annual meeting election does not exist.  And with it a critical accountability check on the ambitions of the CEO and boards.

Mergers: A Game Without Rules

Knowing that they are insulated from any real member accountability or oversight, credit union CEO’s and boards feel unrestricted when they decide to seek mergers with other credit unions.  The basic test is not what is in the members’ best interest, but where can management and board get the best deal for themselves—sometimes right before the CEO makes an exit.

Today credit union “voluntary” mergers are a game without any rules. Financially successful credit unions combine  rhetorical generalizations referring to scale, common culture and shared vision. There is no pretense of fiduciary responsibility including the required duties of care for member-owner assets or of loyalty, to always act in the best interests of members.

NCUA blindly administers the process oblivious to the self-dealing and incoherent examples such as cross country mergers.  When challenged the Agency has two responses, one before and one for after.

Their first defense is that it is the members’ choice.  Note that this is most often the first time the members will be asked to vote on anything.

The Agency expects members who have put their confidence and money in the credit union, often for generations, to act contrary to the recommendations of the leaders to whom they have entrusted their resources and financial relationships.  And if a member or group were to speak up, the credit union will either refuse to answer their concern or, use the full corporate resources against their opposing members. (multiple examples to follow)

The members are not even provided the same information credit unions are required to submit to NCUA on the merger package checklist. The owners are effectively removed from seeing the same data and information the regulator does.

But the worst part of NCUA’s studied neglect is its role if all the promises, undertakings and promised merger benefits fail to materialize.  What happens afterwards? The answer is nothing happens, no matter how flagrant the violations promised in the Member Notice which NCUA approved.

NCUA has published a booklet called Truth in Mergers.  It promotes merger as a strategic option, oblivious of any accountability to the owners.

When a merger turns out to be merely a planned sale to a third party with no background or interest other than asset acquisition, what are  jilted members to do?

Here is NCUA’s reply from page 21 of the Merger Manual:

Take measures to enforce the merger agreement. How can merger agreement provisions be enforced when one party to the agreement no longer exists? NCUA’s Office of General Counsel suggests that a merging credit union name in the contract the third-party beneficiaries with standing to enforce the contract. For example, if the continuing credit union agrees to keep a branch open for at least one year, the agreement would note that the members of the discontinuing credit union are beneficiaries with standing. Likewise, if staff is promised a comparable position in the continuing credit union, the merger agreement should note their interest in the position, not to be terminated without cause for one year. Because these matters would fall under state contract law, the wording should be state specific.

Don’t come to NCUA if you have been duped or conned and stripped of your cooperative savings.  Not NCUA’s problem.  Go find an attorney and use your personal resources to fight the people who just screwed you.

I will present multiple examples of this kind of self-serving mentality and NCUA’s impotence even when confronted with the facts.

A Dangerous Myth

The bottom line is that NCUA does not believe in or support owner rights.  A cooperative member is nothing more than a customer.   Chairman Harper’s regulatory philosophy as presented in a GAC address is revealing.  Note especially his ending words — the logic that credit unions do not discriminate because they are owned by their members is a dangerous myth and one that should end. While he might have intended otherwise, the real dangerous myth he evokes is “credit unions are owned by their members” His full comment:

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

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

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

Boards and CEO’s have taken their cues from this amoral stance.   When NCUA has no belief in owner-members, does nothing to support democratic participation and keeps members in the dark about their own activities, is it any wonder that CEO’s and boards believe they are completely free to decide their credit union’s future without any regulatory or member accountability.

Examples to follow.

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Credit Unions’ Origins versus Their Future Stories

As a state and federal regulator for eight years, credit union directors would sometimes come up during conferences to show me the original membership card in their wallet.  The important part was the number on the card.   Whether it was a single digit or other very low numeral, it validated the owner’s presence and belief at the cooperative’s founding.

Many credit unions summarize their beginning under the About section on their web sites.  The theme is that from a few committed persons and minimal dollars, see how far we have come today.

Jim Blaine presented the SECU (NC) founding story in a recent post.   A few excerpts provide you a flavor of his imitable style as he contrasts the official version with one member’s reality.

Creation stories are intended to provide us with an explanation and some reassurance that “stuff doesn’t just happen”. These stories are often called “creation myths”, or that fancy word “cosmogony”. . .

Folks at SECU for decades have gathered around the campfire to hear our creation story… “On June 4, 1937, 17 state employees and teachers in Raleigh pooled their meager resources of $437 to form State Employees’ Credit Union…” and the rest is history.  Sounds almost like a religion or cult following doesn’t it? Well, for some of us it is… 

But, as with most idealistic ventures, there is usually a back story. Way-back-when, I received an enlightening letter from long-time member Paul Wright. . .which begins:

“Back in 1932 I was a liquidating accountant for the State Banking Department. Mr. Gurney Hood was Commissioner of Banks and we had about 10 accountants and 12 or so bank examiners – all the banks were in trouble back then.”

You can read the specific impetus driving this unusual organizational effort in the full blog which concludes with Jim’s observation:

😎 Well, I did get a “kick” out of the letter and it did not in any way tarnish my belief in those “17 apostles”, with $437 who believed, with great purpose, that they could “capitalize on the character of their coworkers and help each other attain a better economic status.”

Wanted to share the “TRUE STORY” with you because today: 1) many credit unions – and one in particular – seem to have “forgotten” why they were created, 2) seem to have “forgotten” who they were created to serve, and 3) seem to have “forgotten” that most of their member-owners still often live in a “paycheck-to-paycheck”, “lend me $10 ’til payday” world of economic stress….… and of course, wanted to 4) remind the bankers that from its “creation” all SECU was ever trying to do was to save them from themselves… (still trying!)

Future Stories

History matters, whether factual or embellished by time and future events.  It gives perspective on present circumstances and hope for how we might envision future opportunities.

But sometimes the always changing events in which we live cause some to say they have had enough.  The forces driving the profession in which I labor are just too overwhelming.  I’m no longer comfortable and need to get out.

An example is the resignation last week of Harvard’s football coach of 30 years.   He had an extraordinary record as summarized in this article:

He ended his career with 200 wins, and, with a 17-9 victory over Dartmouth on Oct. 28, surpassed Yale’s Carm Cozza to set the record for Ivy League coaching wins. During his tenure, Harvard won 10 Ivy League titles and defeated the archival Yale Bulldogs 19 times, including nine straight from 2007-2015.

He also led the Crimson to three undefeated seasons — in 2001, 2004, and 2014 — leading Harvard to amass the sixth-best winning percentage in all of Division I football since 2000. Throughout his career, he won the New England Coach of the Year award eight times and was named a finalist for the Eddie Robinson Award — awarded to the top coach in the Football Championship Subdivision (FCS) — on five occasions.

So why did he retire, still young and in many ways at the top of his game?  The driving motivation was changes in the college football model, specifically paying players through the “name, image, likeness” opportunity.  Here is his blunt assessment:

“College football is changing dramatically and certainly not for the better,” Murphy said. “When people ask my opinion of what’s going on in college football, I give them a very simple explanation. It absolutely — positively — is professional football, only without any rules whatsoever.”

Some very successful credit union CEO’s and boards are voicing a similar lament about their industry.  The challenges are just too numerous: technology, regulation, changing competition, lack of volunteers, little member loyalty and of course ever pressing competition.

As they look ahead,  these CEO’s and boards give up and retire.  Change has made it too hard to continue even after demonstrated successes of 40, 50 or 80 years—it is time for them AND the credit union to go, in their future outlook.

Tomorrow I will share an example of one credit union’s “future story” after 66 years of stable and focused growth.  It determined  it wouldn’t be able to continue and had to merge to continue to serve members.

The difference between the Harvard football coach’s retirement and these credit union leaders is the credit union leaders decided to withdraw from the game.   Harvard will find a new coach who will want to tackle the challenges of competing in a time “of no rules.”

Also the credit union decided to give up and transfer all of their ample resources to another organization.  It would be similar to the Harvard athletic department confirming Coach Murphy’s insight and declaring, “From now on Harvard is not going to field a football team.  So just root for Yale or whatever school you prefer.  And any young men who might want to play, don’t apply to Harvard.”

The instances of credit union leaders closing up shop is becoming more widely presented as an acceptable strategy.  The decision is oblivious to whatever “creation story” the credit union told its generations of members who created the  bountiful legacy that is given away to outsiders who had no role in its success.  There is not even an effort to find a new coach.

The other disturbing aspect of these “future rationales” is that sometimes the leaders use the closure to enhance their own personal futures.  It would be like Coach Murphy deciding to take all of Harvard’s footballs and memorabilia with him when he leaves saying, I deserve this because I made it all happen.

A college, or for that matter any football team’s future, does not depend on a single coach or even player.   There is an institution, an organization, or even a league that supported the decades of every team’s individual efforts.  I believe it is time for these supporting organizations and their alumni to speak up.  The institutions they built to benefit future generations are being unilaterally shutdown.

 

 

 

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The Latest Cooperative Score:  3 Wins and 107 Losses

The credit union system continues its losing ways.   As of September 2023  there had been a total of three new charters and 107 failures that is, charters given up by boards.

The trend is the same pattern as 2022’s full results.  Last year there were four new charters and 146 cancellations.

While some characterize the closings as mergers (rarely liquidations) they are operating failures of organizations that have existed for generations.

When a previously independently led, local credit union becomes a branch or, in some cases completely closes its physical presence, and transfers members accounts to a new entity with whom members have no relationship, this is a business failure.

The dollar value of a credit union charter is $500,000 to $1 million or more.  That is the order of magnitude NCUA requires of organizers of new credit unions to raise.   Instead of repurposing long standing charters, most of whom from NCUA’s own characterization are financially solvent, this value and legacy is lost.

Is Anyone Accountable?

Why is this failing trend continuing?    Three years ago NCUA announced a new chartering approach consisting of three phases:  proof of concept, charter application, and final approval.  There is no evidence this has made the chartering steps any easier.

In February 2023 , Vice Chair Hauptmann in a speech to the GAC announced the implementation of a new “provisional charter,” an approval that would facilitate organizer’s raising NCUA’s required capital.  Eight months later, it is just an idea.

NCUA’s Prior History of Charter Support

New charter numbers began to show decline from an average of one per week in the 1980’s to only single digits (fewer than ten) for an entire year in 1998, again in 2008 and every year since 2011.   One might surmise that expanded fields of membership met some of the interest in new charters.  But a more likely reason is that there is no constituency promoting and supporting new charters.

In the past NCUA has advocated and promoted  chartering as an integral part of its supervisory responsibility.

In its May 1984 NCUA News, the agency reported on “Student CU Conference a Success,” a meeting of 70 students from 15 colleges with student credit unions or in the process of organization.

In an October 1984 article the News reported that “McDonalds has something new, and not fast food.  It is a credit union.  A New York City based franchise recently became the first in New York state to sponsor a credit union for its employees.”

These examples were part of NCUA’s efforts to increase credit union membership.   In its December 15, 1982 Letter to Credit Unions these were outlined as follows:

“In an effort to preserve and expand credit union membership, the Board has delegated to the Regional Directors the authority to approve and disapprove most new charters . . .

A major credit union expansion effort called CUR-84 was launched late in 1982.  It is a two-year national program involving the cooperative efforts of NCUA, state regulators, national trade associations, state leagues and others interested in strengthening the credit union system. . .  CUE has as its minimum goal 50 million credit union members by 1984, the 50th anniversary of the Federal Credit Union Act. This will be accomplished by chartering new credit unions where feasible. . .”  (page 5)

These efforts are profiled in the full 1982 NCUA Annual Report (pages 10-11).   It also highlighted the Regional Directors’ role.   “Region I grabbed the chartering and expansion ball and ran with it.  Thirty nine new Federal credit union charters were approved by the region during the year, 34 percent of all Federal credit union charters granted in 1982. 

This was followed by a list of significant new charters including New York University Employees FCU and Fidelity Employees FCU.  (page 15)

The NCUA’s 1983 Annual Report singled out new student charters as well as ones for employees of Dow Jones & Company and Channel, Inc the cosmetic company.  ((page 8).

Here are the total new charters granted for the years 1981 through 1985:   119, 114, 107, 135, and 55.

NCUA set the tone, promised support and organizers stepped forth.   When the board meetings were held on the road, it was a common practice to present a new charter in the region where the event took place as part of the agenda.

That regulatory inspired, system-wide effort is missing today.  The result is an industry with slowing growth more and more dependent on mergers, bank acquisitions and wholesale financial markets for expansion.  Without new entrants, any industry becomes mature, lacking entrepreneurial drive and increasingly dependent on external versus internal organic growth options.

Are we the Future?

In the December 1984 largest ever credit union conference of all regulators and credit unions in Las Vegas, Chairman Ed Callahan gave the closing charge.  He said:

We are the future.  But If credit unions are lumped together with banks and S&L’s, that will be a challenge.  The future depends on how you look at yourselves. Credit unions are different, and you must go public with that attitude. 

You must hammer away at the differences (with banks) with deeds as well as words.   For 75 years credit unions have been doing one thing.   To have an identity crisis now makes no sense at all.  Seventy-five years of success should tell you what the future is-it’s been people in the beginning, it’s people now and it will be people in the future.”

What does the first two decades of charter decline in this century portend for the future?  Where are the innovators who will promote and expand this unique system?

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Merger Exuberance:  Preparing for the Future or Signaling a “Mature” Industry

CUNA and NAFCU are now joined.  Coming right behind is the announcement of COOP and PSCU’s combination by yearend.

What are the implications of these large scale mergers? According to the participants, they are preparing for a more ambitious future.   However some  analysts  see mergers  as a sign of declining opportunities and creativity as an industry enters a  maturing, slower growth  phase.

One Observer’s Take: A Wake Up call

“First NAFCU merges with CUNA, now PSCU and COOP.  This should wake up the rogues amongst us – opportunity calls.

“Once sold as the titans of hope, they are now seen as one trick ponies riding old ideas and copied solutions.  No longer is their faith in ownerships’ will, unique competitive differences nurtured, and innovation cast from confidence  in their  community.  These players rode their vehicles into the ditch.

“There is no sincerity leveraging others, margins guaranteed without value shared, or room left for the creativity of leaders whose credit unions these firms were designed to serve.”

How Should Credit Union  Owners Evaluate the Latest Proposal?

In both mergers the details of the combinations are at best scarce.  Most of the justifications  are rhetorical: “ speak with one voice”;  “ we are stronger together than we are separately”;  “a transformative opportunity to bring broader opportunities and products.“  And, “the merger brings together teams with a similar mission/vison and comparable values and cultures. “

There is also future hope: “The combination offers credit unions increased scalability, access to best-of-breed technology, unparalleled services and differentiated value, fostering long- term success and sustainability for the credit union movement.”

This is the language of marketers and PR, not operations. It is a script one can find in almost every significant coop merger. There are no facts or data, except to clarify  who will be running the show:  CUNA in one case; and PSCU  in the second.

How are the credit union owners who built these organizations with loyal patronage, capital support and volunteer leadership resulting in financially independent organizations, to evaluate these future promises?

Some thoughts:

  • Ask for the latest financial statements and the 2-3 year trends. How will the combination affect the member-owners’ financial stakes?
  • What will the key financial indicators look like in the first year including operating expenses, revenue goals, and net income?
  • What gains and losses (write downs) will the two organizations incur from the merger that would otherwise not have occurred?
  • How will existing third party relationships be evaluated?
  • What are the projects and investments that will be post-merger priorities?

These operational questions are critical. The political decisions to combine are the easy steps; implementing a merger is difficult especially if there are no concrete goals, measures or key success factors identified up front.

Owners are asked to transfer the results of their cumulative years’ relationships into a new entity without any stated outcomes.

Concrete objectives should be part of the dialogue.   Organizational alignments and who will lead the new firm are important. But leadership will change. Some specific benchmarks and benefits should be an important part of the dialogue to come.

Why the PSCU-Coop Combination?

A former CEO of a credit union owned technology provider had the following assessment motivating this event.

This is a transaction born years ago in the mind of executives trusting in the destiny tied to the path of “scale” – this is the only route for aggregators and deal makers.

Neither firm had the heart of a manufacturer of technology. The primary asset they sold their clients was affiliation.  In their minds the concept of clients as the owners of unique solutions was not an advantage. Rather it was viewed as more of a disadvantage with CUs limited by the very model of cooperatives, non-profit roots, and their virtual ownership aspects.

They were and are simply re-marketers, sales firms leaning on the value propositions of other firms. They will merge and take smaller and smaller returns as the owners of design, manufacturing, and their true competitors take a piece of negotiated solutions. 

As aggregators, they never owned the right to price, the right to equity, or the will to create.

Both were valuable players in credit union history, but not creative forces or protectors of what it means to focus on the power of ownership underwritten and  guaranteed through cooperative design. 

There are new days and new architects ahead with models which rely on the uniqueness of cooperative themes reborn to new needs. These firms drank the wrong Kool-Aid.

The Opportunity for Credit Union Innovators

It is important that credit union leaders not assume merged organizations will power the future or be the primary source of improved solutions.

Instead they signal opportunity for new marketplace entrants.  Now is  a time for new value propositions, new energy around execution, and old ideas  presented differently and considered again.

Merged businesses do not naturally create a strengthened survivor. These large mergers create artificial Goliaths repositioning from intra-industry challenge.

The result is not marketplace gained organic success.  Rather the events point to business assumptions requiring substantive review.

In the end, over-confidence on scale may actually hinder innovation and system resilience.  Until new coop disrupters emerge.

 

 

 

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The NAFCU-CUNA Merger and Cooperative Democracy

(Case study 2 of 3 on cooperative democracy)

There may be no more critical decision this year for credit unions than the voting now underway to merge NAFCU into CUNA.

Voting is the moment when the cooperative democratic process is most potent. One member, one vote regardless of asset size or other claims to influence.

While both trade organization’s members will vote, the choice that  really matters is what NAFCU  voters decide.  Their approval requires a two-thirds majority to dissolve the trade group.

What NAFCU members choose will affect every credit union.  Perhaps far into the future.

With NAFCU CEO Berger announcing his retirement, directors from both firms already working on transition plans, staffs  briefed on their future and joint leadership meetings to promote a single outcome, is this decision already a done deal?  Does voting matter?  If NAFCU members do not approve, is there a plan B for their organization?

Credit Union Trades Evolve with the Cooperative System

From the initial state leagues and Filene/Bergengren’s Credit Union Extension Bureau, collaborative trade support has evolved.  CUNA and NAFCU’s priorities have closely aligned with the dual chartering system.  CUNA focused on state leagues and regulations from its Madison WI headquarters and NAFCU the federal charter track from it’s sole DC office.  (See NAFCU’s 1967 founding statement at the end of this post.)

CUNA moved its primary leadership to DC in the 1990’s when it selected Dan Mica, a former congressman as its CEO. Has the time come when these different histories and organizational focus should combine?

This short summary by Berger presents the core merger rationale:  We’ve heard from many of you over the years about the need to better align our advocacy, reduce redundancies in the events and trainings we offer, and work together to strengthen the industry.

The (new) organization will be able to dedicate more resources to the areas that matter most to you. It will be the best of both CUNA and NAFCU – strategic, decisive, cost and value conscious, and responsive.

The Diverse Cooperative Model

Credit unions are not a monolithic system.  The genius of cooperative design is that it supports many different business models.   The  $ 15.5 billion Alliant Credit Union’s digital only model is the antithesis of the $5 million Sixth Avenue Baptist FCU (founded in 1963 in Birmingham AL) as described in this CUES article.

Navy FCU with over $155 billion in assets may have the same member-focused mission as the CDFI Holy Rosary Credit Union in Kansas City.  But their national representation needs are very different.

The two trades have addressed differing priorities when representing their members.  NAFCU has been more critical of NCUA spending, the TCCUSF merger and defending the unique 1% NCUSIF cooperative funding model.  CUNA and the leagues have defended the state insurance alternative, more open FOM approaches and even the purchase of banks, the vast majority completed by state charters.

Because NAFCU is smaller with a single organizational presence it has had to “try harder” at times.   When I asked the CEO of a state charter why the credit union belonged to both organizations, he replied: “The NAFCU team is very responsive and discounted our dues. They also have some great training programs and better conferences.”

At the NAFCU Congressional Caucus in DC this week, CEO Nussel described CUNA’s advantage as its “industrial strength” and NAFCU’s as being “more intimate.”

A key question is whether the credit union system is better off with a monopoly of national representation, or whether choice can be more effective for the system’s diverse business priorities?  Is it better to have a single unified voice or the option of a more accessible DC relationship?

Without  alternatives, the diverse needs of credit unions represented by  one organization could quickly follow the path of least resistance.   Instead of promoting more opportunities  for member solutions, lobbying protects the status quo: defeating tax threats, stopping Durbin reforms, limiting CFPB jurisdiction, responding to bank criticisms and challenging regulatory actions that enhance member transparency.

There Is No Easy Answer

This democratic merger vote matters.   The outcome will affect the future of advocacy in Washington for all credit unions.

A merger may resolve the future of NAFCU, but it could also create a new set of challenges.  Without alternatives large credit unions may decide to undertake their own DC representation, which several have done in the past.

Here is just one of many courses that help organizations navigate their DC interests: Decoding D.C.: Policy, Power, and People.

If the decision is indeed still open for your credit union,  consider critical questions before voting.   These could include:

  1. What do I rely on my trade organization participation and investment to yield?
  2. What does my community need from our cooperatives empowered by this combined structure and from the people attracted to these careers?
  3. Credit unions as cooperative organizations are most often local, personal, and vested in action – will this merger dilute or add to these capabilities?

And, does NAFCU have a Plan B?

Editor’s Note: NAFCU’s founding description from its website

In 1967, a group of hard-charging credit union CEOs pushed the envelope. They had to grow, and they needed an association that would help. So they created NAFCU–an aggressive association forged with equal parts expertise, political savvy and boldness.

Since its founding, our small, but agile association has been a highly effective advocate for credit unions at the federal level. We were the first credit union trade association to set up shop in the Washington D.C. area, and we’ve crossed many milestones since our first major victory in 1970, when the National Credit Union Share Insurance Fund (NCUSIF) was enacted.

We were the sole (and successful) defender of the NCUSIF in the early 1990s when regulators and the White House were advocating for major change to it, and we were the only trade association to oppose the CFPB’s authority over credit unions when the agency was formed (a stance we keep to this day as we fight to reduce the agency’s burdensome impact on credit unions).

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The People’s Voice: Saint Lawrence FCU Owners Veto Merger

St. Lawrence is the largest county in New York State.    Its 100,000 residents live in a rural mix of small towns and farms in an area called the “North Country.”   Saint Lawrence CEO Todd Mashaw says he can see the bridge to Canada from his office window.   Montreal and Ottawa are closer to credit union’s Ogensburg head office than Syracuse, the nearest large city in the state.

Prior to his upcoming September 30 retirement, CEO Mashaw’s final project was a six month effort to negotiate a merger with the $806 million SeaComm FCU in Massena, New York.   In the merger video he states:  “If the merger goes through I retire and if not ,  I retire.”

When the final vote was announced in August the result was 2,428 (70%) against to 1,023  (30%) in favor.  This overwhelming rejection is unprecedented.   The approximately 30% of members who voted is the highest participation in a merger vote where proxies are not involved.

The Merger Project

The selling of the merger proposal was a joint “full court press” of the two credit unions’ CEO’s.   The special web site “merger page information” contains copies of the many communications to members including a video with the both explaining why they believed this action was necessary for the future.

The hour long video on the site is a free flowing discussion between the CEO’s presenting their case for the merger.  They cite industry merger trends, multiple predictions about future technology and competition, the need to change now and a frank conversations with staff and members, not all of whom were in favor.

The documents supporting the combination on the site are numerous.  These include the schedule of  ten town hall meetings and handouts, a discussion at the Annual meeting,  a joint letter from both boards, a merger timeline, press releases,  special mailings to members, merger FAQ’s, credit union data comparisons and merger myths.

This four month concentrated marketing blitz  culminated in the mailing of almost 11,000 ballots with the Special Meeting Notice and letter detailing the merger plans.

Why Did the Members Reject the Merger?

Saint Lawrence FCU was established in 1954 for the employees of the St. Lawrence State Hospital and their families. It will be 70 years old in 2024.  It became a community charter in 2002. Mashaw arrived in 2005 and has been CEO for thirteen years.

He acknowledges in the video that the proposal was disruptive and caused some friction with staff and members.    He said members were passionate in  opposition deploying several hundred yard signs and wearing T-shirts opposing the plan.

Saint Lawrence FCU’s Facebook has multiple member questions about fees, possible branch closings, ratio comparisons, even  one objecting to press announcements “as if it is a done deal.”

Mashaw commented, and he chose the word carefully, that there were “conspiracy theories” promoted about the merger.  These  included questions about whether he was receiving any special benefit should it proceed.  This was responded to in merger myth # 7.

Members As Fans

Many factors undoubtedly influenced the outcome.

Despite the volume of information, some of the logic seems self-contradictory.  Both CEO’s argued change is inevitable to confront  industry trends, technology competitors and provide staff with enhanced professional opportunities.

Yet throughout the video both assure members they will experience virtually no changes:  the same branches remain open, no employee will lose their job and both organizations have similar cultures.

As they summarized in the video:  “These are two good credit union taking care of St. Lawrence country members right here that want to continue doing the same thing, but together.”

This effort to assure members even led the CEO’s to agree that the Saint Lawrence signage will stay on the branches and current head office.

There may be two other factors that influenced members’ voting.

Through June 30, 2023 Saint Lawrence has reported “off the charts” financial performance.   The 12-month growth rate in loans is 25%, shares 15%, members 5%, and loan originations for the first six months 47%.  The net worth ratio is 10.6%.  The average salary and benefits per employee has increased from $65,000 to $88,000 or 35%.

The growth numbers are three to four times the national averages at June 2023 for all credit unions.

These results were accomplished when the primary focus of the entire senior management team and board was on the merger effort, including meetings with SeaComm staff on potential organizational roles.

A second factor, is that especially in rural New York state, local matters.  People want to do business with firms they know and trust.

One FB member post summarized his opposition this way:

Maybe it’s small town thinking.

1- bigger is not better,

2- competition is a good thing especially in banking.

3- If it ain’t broke don’t fix it .

The SLFCU is as strong as its ever been. 

What’s Next?

Mashaw leaves at the end of the month, but is staying in the area, remains a member and is available per contract for one year.

The nine-person board will decide next steps whether that be an interim CEO and whether to initiate a full search.

When members campaign using yard signs, wearing T-shirts opposing the plan and post strong opposition on the credit union’s Facebook account, these actions suggest the board and senior leaders were not on the same page as the members.

As one member posted: Haven’t see a SLFCU member who is FOR this merger except the CEO and Bd.

The credit union has been a part of the community for 70 years.  It is locally controlled and intimately involved with dozens of charities, festivals and special events.

The member-owners fought to keep the organization they built, support and believe in.   This is the cooperative democratic process in action.  The people’s voice has spoken.

The effort to retain their own, very successful member-owned financial firm was possible because of credit union design.  More importantly this loyalty is the intangible but real goodwill that is the foundation of every credit union’s strength.

 

 

 

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The Top 100 Banks and Credit Unions: Risk, Opportunity, and Future Evolution

What do numbers mean?  We often interpret data to support what we believe the future will look like.  This is especially true when the debate is around scale, asset size and sustainability.  What do the largest 100 banks and credit unions suggest about the evolution of both systems?

At December 30, 2022, the largest 100 banks in the U.S. hold a combined $18.8 trillion in consolidated assets with the largest five having half that value.  The industry’s total assets were $23.6 trillion in 4,706 banks.  The top 100 are 80% of total assets. Here are the top five.

Rank Bank / Holding Co Name Consolidated Assets ($ Millions)
#1 JP Morgan Chase Bank $3,267,963
#2 Bank of America $2,518,290
#3 Citibank $1,721,547
#4 Wells Fargo $1,687,507
#5 US Bancorp $590,460

 

Typically, big banks are have more access to liquidity, greater asset diversity and in many cases are viewed as “too big to fail.” Smaller or  regional banks have narrower margins for error.

Recent bank failures have reinforced both the regulatory and public perception that larger institutions are more secure.

I believe it is important to note that all of the top ten banks were the result  of significant mergers, not organic growth.  These institutions are creations of financial markets and ambitious leaders who are driven to be a dominant force in their markets.   This is not an aspiration limited to financial firms in capitalist markets.

A Forty Year History of the Top 100 Credit Unions

A perspective on today’s largest credit unions is helpful when forecasting how the ongoing consolidation might evolve.  Will the same market forces shape the credit union system similar to banking?

At yearend December 1982 there were 5,036 state and 11,631 federal credit unions in operation.  The top 100 (.5% of the 19,788 total) had total assets of $17.01 billion, or 18.9% of all credit unions.  Only Navy Federal was over $1 billion.

Public employment dominated the fields of membership.  Defense credit unions totaled 28, other federal government were 7, and three served state and three municipal employees.  Educational employees (teachers) were the primary focus of 15 charters.  The total of FOM’s serving public employees was 56.

The complete list of the largest  100 with additional financial data and growth rates is from the June 1983 Credit Union Magazine and can be found here.

Four decades later the largest 100 credit unions (2% of the 4,863) held $1.0 trillion in total assets, or 46% of the industry’s total $2.190 trillion.  The listing can be found in Callahans’ State of the Credit Union Industry report for 2022.

Concentration: The opportunities and the Risks

Does this four decade increase of asset concentration  from 19% to 46% in the top 100  mean  the cooperative system is going the way of banking with its 80% concentration in the top 100?

Most data show that larger credit unions tend to grow faster, have broader service and product profiles, and develop larger average member relationships.  In some instances, their size supports a market profile that results in naming rights or public partnerships with local sports teams.  To the extent that size also enlarges community roles and political impact, this can be a plus.

In banking, the drive for market dominance through scale is a constant ambition.  Growth increases earnings and a bank’s stock price.  While the FDIC- labelled community banks ($4.3 trillion in 4,258 firms or 90%) dominate by number, their share of total banking assets hovers between 15-20%. Their role focuses on commercial clients that align in financial size with the banks.

A Cooperative Difference

A significant difference  with banking’s top 100 is that  except for First Tech ($16.7 billion) almost all of the other credit unions have relied primarily on organic growth.  Many larger credit unions have had mergers, albeit small.   PenFed has completed over two dozen in the past decade.  But in most instances these have not been a significant factor in recent growth.  A number of the largest credit unions-SECU, Alliant. BECU, Navy, Vystar have had no mergers—all growth has come through internal expansion.

Comparing the two credit union top 100 lists forty years apart, the evolution in fields of membership is clear. Marketplace identity with a local sponsor has disappeared.  Most credit unions today have community (open) charters. Many have moved away from their legacy affiliation name to a generic identity, eg from Teachers to Everwise, or Telephone Employees to Wescom.

The Member Impact

What does this transition to larger firms with expanding market goals mean for the credit union member-owner?

The major downside is the distancing from local knowledge, identity and personal-member affiliation. The goodwill and community support in times of uncertainty becomes attenuated.

As credit unions expand their market footprints, the transition to open membership puts them increasingly on  a par, in members’ eyes, with other financial options.  Credit unions position themselves as full alternatives to their banking competitors.

This transition from member to customer is often accelerated via indirect lending models where credit unions compete for loan via third party originators.

Cooperative Destiny or Fate? Forensic Analysis Helps

Are cooperatives  destined to follow the banking  system’s increased concentration?

The value of the two credit union listings can perhaps shed some insights about this future evolution.

As I review the 1982 listing I find only seven that have merged and no longer exist, and one IBM Mid America, that converted to a mutual savings bank in the 2007.  Most have changed their names reflecting their expanding market reach.  Some have dropped out of the top 100 but are still operating.

A 93% success factor for individual institutions after 40 years of deregulation is a significant achievement. Especially as almost three quarters of the charters active in 1982 no longer exist.

A detail that readers may wish to pursue is how a credit union’s standing has changed within in this top flight. For example Patelco ranked 98th in 1982 and is 28th in size forty years later.  Identifying major changes within the top 100 can lead to examples of superior leadership or a loss of momentum.

A second analysis that may contribute to understanding the cooperative design’s dynamics is who is new to the top 100 in 2022 from decades earlier?  And how did they get there?  For example Apple FCU,  Canvas CU, NASA FCU or American Heritage.

How did these newcomers rise to the top of the industry?   What do their business models suggest for other credit unions?

I would encourage detailed analysis of the two listings and the changes that have taken place as a first step in thinking about how financial cooperatives succeed.

What strikes me is the stability of the largest credit unions especially compared with the banking system over these four decades.  When management’s loyalty is primarily to stockholders return and/or their own personal rewards, these priorities tend to drive one set of outcomes.   When the focus is on the member-owner’s well-being, there seems to be greater continuity in strategy.

The listings also show a wider diversity of business models. For example, Alliant’s one branch, all digital model has evolved into a financial intermediary for credit unions.  While Wright-Patt’s  traditional focus serving members living paycheck to paycheck has led to sustained growth.

This diversity can offer case studies for credit unions seeking options or even just sticking close to their knitting.

One other observation.  If a consumer were to choose from the top 100 credit unions or top 100 banks, which listing would seem more relevant?

 

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Asking Questions

According to Credit Union Magazine the top 1982 news story was the Penn Square Bank failure that involved more than 130 credit unions. (March 1983, pg 19)

The FDIC closing was over the 4th of July weekend.  NCUA had planned its second on-the-road board meeting for Chicago the following week.  The open board meeting was to coincide with NAFCU’s Annual convention.  For Ed, Bucky and me it was also a homecoming as Illinois was where we had been responsible for regulation of state credit union activity from 1977 until going to NCUA in late 1981.

As NCUA Chair, Ed had always held a post board meeting news conference.

This time the three of us were at the table.  The first question from a reporter was to me,  I think from Larry Blanchard. “With  all the CD exposure from investments over the $100,000 FDIC insurance, would NCUA now propose a rule limiting investments to the insured  amount?”

I had prepared for lots of “what-are-you-doing now?” kinds of questions, but not his one.  I instinctively said no.  Bucky and Ed were quick to describe how the agency would respond with both examiner on site reviews plus the CLF’s lending capacity.

Questions and Democracy

For anyone in authority, whether public or private positions, answering unscripted questions is part of the job.   It is how shareholders, the press, and interested stakeholders hold leaders accountable.

Questions are not always comfortable for the recipient.  They often challenge current happenings.  But the give and take is necessary.  They are part of a leader’s responsibility to a constituency. They help make democracy possible.

Many leaders, not in a public setting (press conference), will ignore these voices, hoping they will go away or grow tired.  Meanwhile the organization’s PR machine fills the airwaves with success stories, announcements and social media posts of positive activity.  Leaders will seek a friendly setting to put out their point of view rather than engage in a public dialogue.

Just Asking

Since February of this year, Jim Blaine the former CEO of State Employees NC has published a daily website challenging the leadership and direction of country’s second largest credit union.

Six initial questions about the credit union’s direction were posed at the 2022 Annual Meeting under new business.   The three motions requesting action  were passed by voice vote of all members.  Jim started his blog when the responses became increasingly different from the reality he was hearing from current and former employees, directors and members.

The Monday, June 26th  post describes his slow conversion to action after six years of retirement growing daffodils and chickens.  He describes his awakening as a matter of trust.

I know of no current CEO or credit union professional who openly supports Jim’s return to the fray.  Their criticisms come down to one principle:  he had his turn, now it is other’s responsibility.  Or specific defenses for the changes underway.

But this is not the Navy where when the officer of the deck takes the con, he alone is in control, unless relieved by the Captain.

Democracy is not just the careful selection of new leadership until they fill out their term and move on.  It is also a system of checks and balances on the exercise of power.   In credit unions, these checks and balances supposedly reside primarily in the board, elected by the members at every annual meeting.

However today most boards are in practice unelected.  The nomination process is controlled by incumbents.   So if a Chairman, as Jim asserts, is trying to implant a new strategic direction for the credit union, how is this plan to be presented to members for their support?

Credit union boards are not places comfortable for minority points of view.   I recall when the chair of the supervisory committee opposed the board’s vote to merge their $350 million firm, she resigned rather than make her position public. When the Chair of Cornerstone FCU overseeing the CEO selection committee nominated himself, no one objected.  Within the year this former chair, now CEO, was seeking a merger of this iconic credit union.

Credit union boards are more and more like country club elections-directors choose their friends and acquaintances to what should be a position of accountability. Marketplace competition while present, is not limiting as it is for a stock traded financial firms where performance affects price.

So when the democratic process is lacking, the one option is revolt, the public raising of questions that challenge both individual actions and direction.  For example Jim in his June 19th post asked about a $6,568,261 payment to Andrews FCU when their former CEO Jim Hayes was selected to run SECU.

The Almost 200 Credit Union Failures

NCUA’s first quarter 2023 data shows 191 fewer charters than one year earlier.   These are charter failures.  But not from the safety and soundness events most frequently believed to be the cause.  These are failures of morale.  Leaders are putting their comfort and well being ahead of responsibility to members.   One need only look at the list of mergers of sound well run credit unions with capital in double digits.

SECU’s situation is an example of leadership shortcomings, not yet a financial problem. It is a situation where democratic accountability was set aside and is now being resurrected in response.

Cooperative democracy is both a process for accountability and respect for member-owners. This public challenge  isn’t the first time this has occurred; it won’t be the last.

 

 

 

 

 

 

 

 

 

 

 

 

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Two Trends Deserving Debate

At the NCUA’s May board meeting, one trend jumped out at me.  Not new, but accelerating and read without comment.

In the first 90 days of 2023 there were 59 NCUSIF charter cancellations.  That is a rate of almost 5 per week, one every business day.  Without exception these charters are decades old, some surviving and most thriving.   Why?

These charters are the handiwork of generations of volunteers, whose current leadership have decided to give up.  It is a morale and ethical problem.   For it undercuts the coop premise that pays forward the members’ collective legacy for which the present leaders are  now the steward.

Many will suggest that the credit unions members are in better hands.  However these hands are not the leaders they know or elected, nor the organization that created their collective reserves.  Every charter cancellation eliminates an example of economic self help, self finance and self governance.

In most cases these are locally focused institutions which created unique relationships with their communities.   Financial services may continue, but not from the same roots.   Another civic organization so essential to a vibrant democratic political economy is no more.

What Can Be Done

Regulators should put the same time and effort into requests to cancel charters that  they extend to new charters.  If a merger is the strategy, show us the plan.  If the volunteer leadership is giving up, ask members for new volunteers.  If the sponsor has moved away, then seek a new group for re-energizing the charter.

Today the regulators have endorsed an exit strategy that benefits only the senior leaders who leave the membership in the lurch.  And retiring CEO’s especially, are taking advantage by transferring their legacy to another credit union, often for just a few more silver coins.

When quitting a business or long standing effort is easier than getting in, the movement will continue to close future growth options, create higher concentrations of risk, and remove financial services away from their local connections and knowledge.

No charter should be cancelled without an effort to find others who are willing to pick up the opportunity.

A Second Trend to Be Re-energized

No brand, business or opportunity can continue without the support of the next generation of consumers.

Student run and led credit unions have been part of the educational and financial services of cooperatives from the beginning.

Yesterday I learned about a scholarship program to identify young persons often from disadvantaged backgrounds (poverty, refugees, disabled) who are given the opportunity to become part of a special education effort.

The premise is that brilliance is equally distributed in persons,  but opportunity is not.  The focus is on 15-17 years old.  This is an age when  “ideation,” the willingness to consider new ideas and become doers is formed.

This educational support is for four years.   The time frame for measuring success is in decades.  It may take ten years or more to see if those chosen in the program will become leaders in their chosen professions.

The program called Rise recognizes that leadership will be manifested in many different ways but over time.  But the investment in this generation must be made now.

The cooperative model is designed to attract this kind of self starter.  But today again, the regulatory community discourages new charters.  The application has become a compliance drill, not support for people with passion to serve a community.  The next student chartered credit union will be the first since the 1980’s.

In the meantime these young change makers are engaging their start up  fervor elsewhere sometimes in other innovative finance-related endeavors.

The Common Thread

Credit union leaders, regulators and professional staffs, have become captured by the short term focus that drives most performance reporting.   What are the latest quarterly numbers?  How will we expand the market reach of our FOM?   What Fintech partner will give us short erm lead on innovation?

All these efforts while necessary overlook the longer term outcomes.   Without  this awareness, the movement will become just another increasingly concentrated, and limited,  financial service option in ten years.  The number of active charters will be halved.

Tomorrow’s  innovative financial models will have been created by the high school and college generation outside the movement. Credit unions will be seen as  old fashioned “banking” firms just tending to their own, stand alone, self interests.

Both of these trends today are shaping what the movement will be a decade from now. There will be other cooperative solutions designed to serve consumers’ financial needs; however they may not be called credit unions.