Category: Mergers

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A $35 Million Example of an “Emperor with No Clothes”

Hans Christian Andersen’s story about the emperor who had no clothes is familiar to most. You can read the parable here to refresh your memory. Two swindling weavers convinced the entire court and the emperor that their invisible new uniforms were perfect. They pocketed the gold and silver threads for the garments stealing them for their own use.

I have always wondered why it took a small boy in the crowd watching the king’s parade of “new” clothes to shout out, “But he hasn’t got anything on.”  What was the reason for everyone else’s silence?

  • Fear of authority when challenging the emperor’s actions?
  • Loss of a senior position if a trusted advisor should speak up?
  • Who am I to argue with the emperor’s wisest, most senior advisors?
  • Onlookers: not my problem if the emperor wants to go out naked
  • Too isolating to be a person stating an inconvenient truth?
  • Situation so far-fetched that no one believes the facts before their eyes?
  • Perhaps an example of: “you can fool all the people some of the time”

Whatever the explanation, the story raises the issue of people avoiding uncomfortable realities that no one else wants to acknowledge. In the merger situation below, a single thoughtful and brave member decided to call out what no one else would, even though the facts were presented in plain sight.

The Merger of Financial Center and Valley Strong Credit Unions

On May 31, 2021, Michael Duffy, CEO of the $643 million, 65-year old Financial Center Credit Union(FCCU) announced the intent to merge with the $ 2.4  billion Valley Strong:

The phrase ‘Growing Together,’ is a perfect adage, as 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,” says Michael P. Duffy, president/CEO of Financial Center. “In a financial services sector that is constantly evolving, this merger is a true embodiment of the credit union industry’s cooperative mind-set. At its core our partnership with Valley Strong represents us selecting the best credit union partner to help us achieve our goals faster than we could duplicate on our own.

“As the CEO of Financial Center Credit Union for the past 21 years, my perspective on mergers has evolved just as much as our industry has in that same time period,” Duffy continued. “As credit unions built by select employee groups (SEGs) increasingly partner with community credit unions, I have marveled at what credit unions of today’s scale can accomplish when they join forces with their Member-owners and communities chiefly in mind.”

The 86% member approval in the merger vote was announced in a September 27 Valley Strong press release which included this statement by CEO Duffy explaining the rationale:

“In a financial services sector that is constantly evolving, this merger is a true embodiment of the credit union industry’s cooperative mindset. At its core, this is about a collective mindset that allows us to achieve our goals faster than we could duplicate on our own.”

When asked what it means to Members to achieve these goals faster, Duffy added, “We recognize merger critics may point to our healthy capital and ask why we didn’t just opt to go it alone. That was of course the first consideration. But the reality is, we do the same things for the same reasons so why not eliminate redundancy and grow faster and better together. On our own, it would take years to develop and implement while still having the challenges scale, so why not give members more and build the organization for the next decade at the same time.” Duffy continued, “We took our national search for a partner seriously. Together with Valley Strong, it’s a win-win, because members are the focus, and we will be able to serve even more people throughout San Joaquin and the state of California.”

The Member-Owners’ Notice of the Merger

As required by NCUA rule, FCCU provided members the reasons for the merger. These general descriptions included “consolidation of energy and resources, to better serve members through competitive pricing and services, additional products, enhanced convenience and account access and continued employee and volunteer representation.”

The member Notice then listed seven categories of benefit with a little more detail.  For example, Duffy will become Chief Advocacy Officer for Valley Strong and be “actively involved in the day-to-day operations.”  In addition, the Notice described two contributions to a non-profit charitable foundation FCCU2.  More on this community outreach initiative later.

Share Adjustments and Golden Handshakes

At midyear 2021, FCCU had net worth of 16% totaling $107 million or twice the ratio of Valley Strong. The Notice included a special dividend distribution of almost $15 million based on two factors.

  1. Each member will receive $100 for every five years of membership to be capped at $1,000 for members who joined in the oldest tier 1946-1976.
  2. A dividend of .869% on the 12-month average balance for “Base” shares with a $500,000 ceiling on the maximum shares included.

Each member’s pro rata share of the net worth at the merger vote is $3,620.  However, the credit union will pay only an average of $505  per member just 14% of their common wealth.  To equalize FCCU’s with Valley Strong’s per member net worth, each member should have received an average of $1,800.

The four golden handshakes, that is additional compensation over and above what employees would have earned without the merger, will be paid to:

  • Nora Stroh EVP for $150,000 if she stays with the new credit union for 30 days following the merger;
  • Steve Leiga, VP Finance of $150,000 for staying 30 days after merger completion;
  • Amanda Verstl, VP HR $257,352  for retention, severance opportunity, accrued sick and leave payout;
  • David Rainwater VP Information for $244,000 for staying through the system conversion.

These special payments are similar to other merger transactions although the special dividend structure is unusual and recognizes the generations of member loyalty.

Two questions arise from these disclosures in the Notice:

  1. Why would a $643 million credit union with over 16% net worth and $521 million in investments believe it is unable to provide competitive member services and pricing into the future?
  2. And why did CEO Duffy not receive any merger payment? The Notice further notes that he and the VP finance would not receive anything from the one-time bonus dividend.

Some Context

Michael Duffy joined the credit union in October 1993 and has been President for over two decades.   The EVP and COO, Norah Stroh, has been with the credit union for almost 32 years. She joined as HR, benefits and personnel manager in February of 1990.  In January 2001, she was promoted to her current number two role.

Michael and Norah are brother and sister.

Steve Leiga, VP Finance, joined the credit union in January 2002.  Amanda Verstl’s employment at FCCU exceeds 13 years.  David Rainwater’s connection began as a summer intern in 2011.

For an experienced team to suddenly decide merger is the best course for members after three decades seems somewhat unusual no matter the rationale. Why are the senior leaders of this credit taking their severance bonuses and closing up shop? Where is the succession planning, or was merger a predetermined strategy?

One FCCU trend seems especially puzzling. Why is there no Lending VP? Who had this responsibility for this most critical role in every credit union?   The loan to asset ratio has declined in the last five years from 39% to 16.9% at June 2021. The $107 million in reserves equals the net amount in outstanding loans, for a risk based net worth ratio of 100%.  All the $521 million investments are in cash or government and GSE securities.

When reviewing the two last available 990 IRS filings for the credit union, a dramatic change occurs.

In 2017, the three most senior employees were paid a total of $1.4 million or 21% of total salaries and benefits.  In 2018 the three were paid $3.1 million, or 46.5% of total salaries. The 121% increase is in just one year.  In both years the CEO is a member of the five-person board which approved these compensation packages.

No IRS 990’s are yet available for 2019 and 2020 to know if this trend continues.  It would certainly be useful for the credit union to post public copies of these required filings in light of the merger decision.

A Million Dollar Public Contribution-Conflating Personal and Professional Roles

 

As the credit union’s lending portfolio continued to decline and member numbers fell from a peak of 32,382 in 2017 to 29,101 today, the credit union made a very public contribution to the city of Stockton.

In April, 2020 Michael Duffy presented a $1.0 million check to a COVID relief effort, the 209 Stockton Strong fund. The  subsequent  press release described the effort as follows: “This donation represents a continued commitment from the entire FCCU team. They are donating, together, out of the care and concern for others in their local community. . . Duffy presented this opportunity to the FCCU team as a way to help their community and received immediate support with a resounding yes.”

Even though the announcement states the $1 million donation is from “the entire FCCU” team and the Michael Duffy Family Fund, there is no information of how much came from each source.   The only public reference to the Duffy Family Fund is as one of several donor advised funds managed by the Community Foundation of San Joaquin.

The mayor’s office prepared for Facebook an 11 minute video of this donation featuring Duffy and a six foot enlarged check with the credit union’s name. And here is this brief excerpt on the KRCA evening news.

Philanthropy can certainly be positive.  Donor advised funds are an easy way for individuals to manage the timing of their contributions.  But it can also be self-interested.  This $1.0 million single “gift” is one of the highest donations I can recall associated with a credit union during this time of COVID, or any other time.

The credit union or Duffy could certainly have donated the money to the identified charities directly.  Why Duffy would combine his personal philanthropy with whatever the employees donated for this appeal is unclear.

One might suggest this conflation of professional and personal activity is a PR effort to promote the credit union, not just Duffy.

However, the IRS 990’s  show credit union funds given to a wide number of political campaigns.  There were 17 donations totaling $60,250 in 2018, including a second $10,000 contribution to the current CA governor, and donations to Stockton’s mayor.  Is this credit union money to political campaigns in the members’ best interests, or to promote the public influence of Duffy?

Why the Merger?  Why did the CEO do this?

FCCU has been a closely-run, family operation for almost three decades.   The CEO is a member of the five-person board. The credit union is more than financially sound, with its very liquid balance sheet and net worth two and a half times the well capitalized 7% standard and twice Valley Strong’s ratio of 8.7%.

Why would the entire leadership of the credit union give up their 66-year history of relationships at the peak of financial capability?  Motivations can be hard to discern.  But on August 26, 2021, a member posted his analysis for opposing the merger on NCUA’s website for comments:

Vote NO on the proposed merger until the provision to transfer $10 million of member assets to a non-profit foundation for “Community Outreach” is eliminated from the proposal. Member financial assets of any amount, especially $10 million, should not be given away for any purpose. If Financial Center Credit Union is so flush with cash that it wants to give away $10 million, then that amount should be distributed to members. I’ve written to FCCU twice asking for the rationale for giving away $10 million. They have failed to answer me, obviously because there is no rational reason for giving away $10 million from its member-owners.

Given that FCCU’s current CEO Patrick Duffy is being given the unexplained job of “Chief Advocacy Officer” in the Continuing Credit Union, it’s easy to guess that Duffy’s only job duties will be running the new foundation doling out the $10 million to his favorite groups and his own large compensation. The so-called “FCCU 2 Foundation” was created less than two months ago for setting up Duffy in his new give-away-our-assets role. In any case, FCCU’s failure to explain to members any rationale for GIVING AWAY $10 MILLION OF MEMBER ASSETS is insulting and outrageous. Vote NO on the merger until the $10 million giveaway of our assets is eliminated from the merger proposal.

The FCCU2 Foundation was set up on June 25, 2021.  The two persons listed with the registration are Manuel Lopez, the credit union’s chair, as the Foundation’s CEO; Michael Duffy is the agent for service.  The organization is described only as a domestic non-profit.  Its address is the same as the credit union’s main office in Stockton.  As stated in one other public notice: The company has one principal on record: The principal is Michael P Duffy from Stockton CA.

The member merger Notice states the total funding committed for this new foundation is $35 million.  There is the initial grant of $10 million from the members’ reserves at FCCU. The Valley Strong members are committed to donate $2.5 million per year of their  funds for the next ten years for the remaining $25 million.

The purpose of the non-profit in the merger Notice is:  “community outreach-charitable and educational activities to benefit the greater Stockton area.”  No further rationale is provided why this entirely new organization created and run by Duffy should be given $35 million of members’ money.

A lone member, Frederick Butterworth who in August posted on NCUA’s comments page makes the obvious point: this emperor has no clothes.

The Duty of Care and the Duty of Loyalty

But the situation is more serious than the action of establishing a $35 million fund as a personal sinecure for CEO Duffy as he transfers leadership of the credit union to another board.

In a widely publicized court sentencing hearing last week of a former credit union CEO the following statements were made in court:

U.S. Attorney Audrey Strauss: The (CEO) shirked his duty to act in the best interests of the credit union and its account holders, exploiting his position for personal gain.

Federal prosecutors said the CEO viewed the credit union as his personal fiefdom, repeatedly betraying his fiduciary duties to the institution and its members.

“This was a family-run business,” Judge Kaplan said of the credit union. . . “If you ran a delicatessen you could do what you want. But this was a federally insured credit union and you were oblivious to that fact.”

The fiduciary duty of directors and managers is more than avoiding criminal conduct.    NCUA’s legal suits against selected corporate directors and management were based on violations of their fiduciary duties of Care and of Loyalty.

Were the boards and managers following these standards when committing $35 million of member money to the FCCU2 Foundation to fund the work of the Chief Advocacy Officer Duffy?   Is this two-month-old foundation just a means of providing future compensation to the former CEO? Was this ten-year funding commitment from Valley Strong a requirement of the merger?

Whatever word one uses to describe this setup -a bonus, a buy-out, or a quid pro quo/kickback-it appears to be a betrayal of fiduciary duty to the members of both credit union by their respective CEO’s and directors.

In March NCUA conserved the $ 106  million Edinburg Teachers Credit Union with a 22% net worth ratio and a loan to share of 14.6%.   The only public information suggested by the  media for the action, given the strong financials,  was the average compensation of $189,000 per employee and the CEO’s compensation in excess of $8.7 million over the past eleven years.   The Texas Commissioner explained the conservatorship as “to ensure the businesses in these industries. . .are entitled to the public’s confidence.”

All NCUA participants from the field examiner to the highest levels in DC admired the clothes this emperor said he was wearing.  NCUA’s RD and assistant RD, the supervisory examiner, CURE which posted the Notice and member comment, and the California Department of Financial Institutions, liked what they saw.

All were bystanders to this event without asking why a 66-year-old credit union, overly-liquid and over-capitalized with a declining loan portfolio and inbred leadership could not continue to be run as an independent credit union for the benefit of its member-owners.  But perhaps that has not been the case for years. The CEO just took the logical next step.

The Hans Christian Andersen parable above ends as follows:

“Did you ever hear such innocent prattle?” said its father. And one person whispered to another what the child had said, “He hasn’t anything on. A child says he hasn’t anything on.”

“But he hasn’t got anything on!” the whole town cried out at last.

The Emperor shivered, for he suspected they were right. But he thought, “This procession has got to go on.” So he walked more proudly than ever, as his noblemen held high the train that wasn’t there at all.

Is NCUA playing the emperor in this modern version and just walking on by? Are other credit unions the crowd? Might the “whole town” be today’s public press and Congress?

One vigilant and thoughtful credit union member proclaimed the truth about this situation.  He gave a shout out to everyone.  Is anyone listening? Or do we continue to live in a fantasy land complying with regulations that don’t protect the members who credit unions were designed to serve?

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When a Bank Owner is Better Off than a Credit Union Owner

On September 3rd, South Division Credit Union’s merger with Scott Credit Union was completed.  In this time of political and ethical disorder, this combination raises a critical issue for the future of the cooperative system.

I described the unusual circumstances of South Division’s merger in an August 13 post, Can’t We Do Better Than this?

The credit union’s commitment  to its members was clear on the website:

Once a Member, Always a Member

Membership with SDCU is on your terms. No matter where you move or how your life changes, you can maintain Membership with us. And when those life-altering moments do occur, SDCU assures you that we will be there to offer support and personalized financial services to suit all of your needs.

Our commitment to you is the driving force behind our credit union, because your life is our priority.

But the July 14, 2021 Special Meeting Notice from the CEO and seven directors recommending merger, paint a very different picture as follows:

South Division Credit Union has not grown in size or membership participation for several years and has been faced with increasing operational, regulatory and compliance expenses; lack of managerial expertise, aging Board of Directors and no effective succession plans. 

Multiple facts support this self-confessed failure.  Membership has fallen from 6,724 at December 2016 to 5,287 at June 2021.  Net worth has almost been cut in half, from 14% at yearend 2019, to 7.47 at this midyear.

This capital decline was due to operating losses of $1.995 million in 2020 and another $252,211 for the first six months of 2021.

Full time equivalent employees have been reduced from 26 to 17.  Total member loan balances have fallen by $2.5 million or 15% over the past twelve months. Top line total revenue has decreased year over year since 2016, and by 14% in the first six months of 2021 versus comparable period of 2020.

An Abandoned Ship?

Members and employees both appear to be fleeing a leaking if not sinking ship. However, during these years of declines, the CEO was garnering significant recognition from the credit union system.

At the merger date, the CEO had been in place since 1987, or 35 years.  A July 2013  Illinois Business Journal profile listed her many career involvements including :

  • Director of the ICUL board since 2003
  • Chairman of ICUL in 2014
  • President of two credit union chapters
  • 30 Year Member of CUES and Illinois CUES Council Chair
  • 30 Year Member of the IL Political Action Council and past chair
  • Service on Cuna’s Governmental Affairs Committee
  • Three years on CUNA’s state government subcommittee
  • Internationally, a member of the World Council of Credit Unions for 25 years and a founding member of the Women’s Global Leadership network.

The article also enumerated more than a dozen local charities, school and educational involvements plus multiple civic engagements by the CEO.

The awards granted to the CEO in just the past decade include:

  • The Evergreen Park Chamber of Commerce “Business Person” of the Year for 2011
  • Induction into the Illinois credit Union Hall of Fame-April 2017
  • The Credit Union House Hall of Leaders Recognition at Capitol Hill-March 2018: “a distinguished group of individuals whose leadership serves as a model for credit union leaders throughout the country.”
  • The Perpetual Tribute Award from the Illinois Credit Union Foundation at the ICUL’s 89th Annual meeting-April 2019

The Final Tally

One of the reasons for South Division’s loss in 2020 was the increase of over $1.0 million (74%) in salaries and benefits from the prior year. Was this a bonus or other benefit paid prior to announcing the merger where a disclosure would be required?

State chartered credit unions must file 990 IRS forms by May 15 after each yearend which would disclose the compensation for senior management and to the board, if any. There was no IRS 990 on file for South Division for 2020 as of the merger date.

Prior year’s filings report total CEO compensation rising annually  from $206,643 in 2016 to $290,474 for 2019. In addition, the 990’s show a split dollar life insurance plan as an asset for $3.8 million and a pension plan balance of $2.8 million.

The Merger and the Members

At June 30, 2021 the credit union reported net worth of $3.9 million less an “other comprehensive income” account of negative $2.5 million, not otherwise explained.  If this is a pension plan or other unfunded benefit, it is not clear what the obligation at the merger would be or who is responsible-Scott or South Division-if anyone.

Whatever the case, if this shortfall must be funded, certainly that requirement would seem to qualify as a merger related benefit requiring disclosure to members.  If not, then should the members have received some of the almost $4.0 million of net worth as a result of their patronage since 1935?

Enter Scott Credit Union

South Division has been in decline for years, even as the CEO garnered multiple awards and participated in numerous outside activities.

The credit union is a mess, according to its own leaders’ statement above.  Who cleans it up? How can the members be given what the cooperative promised to deliver?

Scott Credit Union would seem to be a very handsome and strong white knight riding to the rescue.  Its adherence to the cooperative model is presented on its website:

Our Cooperative Structure

Founded in 1943, Scott Credit Union is a full-service financial institution providing financial services for individuals and businesses, including free checking accounts with interest, ATMs, credit and debit cards.  .  .

Scott Credit Union, like all credit unions, is a not-for-profit financial cooperative that offers banking services. When someone opens an account with a credit union, they become a member and an owner.

Your experience with Scott Credit Union is about more than money, it’s about you getting the most value for your money and reaching your financial goals.

Our products and services and pricing are driven by our members, not by stock holders looking to increase their net worth.

So far so good; just two nagging questions.  Why was no Chicago area credit union approached to help where there would be local knowledge and an immediate network delivery expansion for members?

Scott is 240 miles and a four-to-five hour drive from South Division, so what is their game plan? So how will members benefit from a leadership team whose focus and experience is in a very different market and far away?

Was there any due diligence by Scott? How will Scott make things right for South Division members who have been “short-changed” for years?

The Other Shoe Drops

My earlier view was that Scott had drawn the “short straw” in its willingness to resuscitate South Division members’ credit union experience.  This was especially so since it is far removed from its own network and market reputation.

But then came the stunning announcement.  On August 20, 2021 Scott announced it had agreed to buy Sugar Creek Financial Corp and its Tempo Bank subsidiary with $93 million in assets. That was just ten days prior to the South Division members’ vote on merger-a done deal given Illinois’ use of proxies in mergers.

The stunning part was not the bank purchase.  Tempo Bank was in Scott’s home market and would “increase its total footprint to 22 locations across the Metro East and St. Louis area.”

No, the stunner was the juxtaposition of how Scott treated the bank’s owners versus the credit union owners of South Division.

Start with the bank’s CEO, Robert Stroh, who will retire after 45 years of service but will be “offered a consulting agreement with Scott for a period of time following consolidation.” No such agreement for South Division leaders.

The bank’s CEO observed: “We know our customers will benefit from all the additional resources that Scott Credit Union has to offer while knowing that their money is staying right here in the community.” Hmm, not the Chicago market?

But Scott’s true colors show in how they are treating the bank’s shareholders versus the credit union’s member-owners.

Scott is offering $14.2 million or a premium of approximately  $4.0 million, or 38%, over the bank’s book value at June 30, 2021.

The day before the purchase announcement, the bank’s stock closed at $11.41.  The Sugar Creek shareholders are projected to receive between $14.50-$16.50 in cash, subject to valuation adjustments when closing the P&A.  South Division members get $0.

South Division members were given words, the general promise of a better future, but no cash or even plans. Better to be a bank shareholder than a credit union owner!

But the situation is worse. Scott gets a lot more from South Division than four branches, 5,287 “underserved” members and $51 million in assets.   It receives approximately $4.0 million in South Division equity to be able to pay the premium to the owners of Sugar Creek Financial!

Scott appears to be no white knight for South Division members.  Rather, the combination seems to be birds of a feather finding each other.  Scott’s real heart is in Southern Illinois, where it is investing the $4.0 million, not suburban Chicago.

Of the three CEO’s, it is the bank executive who showed the greatest attention to their owners’ welfare.

“It Happens Every Day”

Credit union CEO’s  using mergers for self-advantage with members receiving only promises  has become  more common. The precedent of a retiring CEO  leaving with multiple industry honors, rather than honor, is not new.

Examples of CEO’s selling out the institution that provided them the platform on which they stood for much of their professional careers is an increasing pattern.

One of my former colleagues would counsel me, “it happens every day.”  I don’t accept that as a reason for “leaders” betraying their member-owner’s loyalty.

As the movement stays silent, we become complicit.  The lesson of South Division and Scott is that indifference is toxic, and it seeps into the soil upon which we all stand.

Credit unions have always asserted they have a higher role than profits and institutional growth.  Acting in the members’ best interest may be an open-ended standard, but this kind of member exploitation is a specific harm.

When some credit union leaders demonstrate they respect bank owners more than their own member-owners, the cooperative model is in trouble. They are doing things for which there is no excuse and if unchallenged, this behavior will metastasize.

The issue isn’t only the members’ welfare at South Division, Xceed, Post Office Employees, Sperry Associates or dozens of others abandoned by their “leadership.” Rather it is about the next generation of members who will not have a credit union option that seems to be anything other than just a banking choice.

That loss of uniqueness will end the valuable cooperative experiment unless current leaders have the courage to say enough is enough.

But the greater squandering is of an American economy, with deepening inequalities,  urgently in need of organizations willing to put consumers’ best interests first.

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Mergers: Can’t We Do Better than This?

At last week’s Senate Banking Committee hearing, Senator Warren challenged banking regulators about their oversight of bank mergers.

Warren told the FDIC and OCC leaders the data indicate the regulators have “no credibility” when it comes to merger supervision.

“This has turned into a check the box exercise where the outcome is predetermined,” said Warren, who plans to introduce legislation to revamp the bank merger process.

“Our regulators have a job to do and it’s our job here in Congress to make sure they do it,” Warren said.

Her observations/questions included the following as reported in the CUToday article:

“Community banks are being gobbled up. The market is being dominated by big banks. There is more concentration, higher costs for consumers, and greater systemic risk, and it is happening in plain view of the federal agencies whose job it is to keep our communities safe.”

In a question directed at the FDIC Chair McWilliams: “The FDIC has a searchable database of all merger applications received since 2013, and there have been 1,124 such applications. Out of those, how many has the FDIC denied?” The total number of denials for any reason whatsoever?”   Before McWilliams could respond, Warren said, “It’s zero.”

Is the credit union system vulnerable to this political critique?

Here is a current case.  The $52 million South Division Credit Union has called a special members’ meeting on August 30 to approve its merger with Scott Credit Union, both Illinois state charters. Is this just another “ordinary” merger announcement?

The Credit Union’s Website Promises

Since 1935 South Division Credit Union, headquartered in Cook County, IL, has been guided by these founding principles:

To meet the financial expectations and needs of the Members by providing the highest quality products and services, delivered with a sense of professionalism, friendliness, and respect for the individual Member and their common financial bond with one another. The Next Evolution in Personal Banking

Member-Focused Attention Meets Diverse Banking Options

As an open-to-the-public, not-for-profit institution, our unique focus is on you, the consumer. Our end goal is to provide service that’s customized uniquely to you, backed by offerings that address all of your banking needs.

Our credit union offers a complete array of products and services to our Members —checking, savings, debit and credit cards, vehicle and consumer loans, money market accounts and certificates of deposit, along with a variety of mortgage products. 

Member Ownership 

Unlike at a bank, you’re not just another “customer” at South Division Credit Union. You’re a Member with a say in everything that we do. And what we do is strive to add more value for our well-deserving Members. As a nonprofit, rather than pocket any profits, we pour them back into the institution to provide better rates and additional benefits for you.

SDCU is owned and democratically operated by our Members, who elect our all-volunteer Board of Directors. In turn, the Board represents our Member-owners’ interests in credit union policymaking.

Open to Anyone — Become a Member Today!

What South Division is Telling Members Now

In the July 14, 2021 Notice of Special meeting sent to members, the credit union gave the following explanation for going out of business:

The directors of the participating credit unions have concluded that the proposed merger is desirable for the following reasons: South Division Credit Union has not grown in size or membership participation for several years and has been faced with increasing operational, regulatory and compliance expenses; lack of managerial expertise, aging Board of Directors and no effective succession plans. We believe a merger would offset these trends by offering South Division Credit Union’s members access to an array of new services, more modern account management systems, improved remote electronic access for lending programs, better savings and loan rates, and additional facilities.

Voting by Proxy: A Foregone Outcome

The Notice continues: The merger must have the approval of a majority of members of the credit union who vote on the proposal. . .Illinois permits voting on merger proposals only at the meeting or by proxy. If you DO have a proxy on file at the credit union, to vote in FAVOR of the merger, you may attend and vote in person at the meeting or, do nothing and the Board of Directors will vote in favor of the merger in your stead.

To vote AGAINST the merger, you must either attend in person and vote at the meeting. . . If there is no proxy enclosed with this notice, you have a proxy on file with the credit union, and to vote NO, you must revoke that proxy by giving written notice to the board secretary. . .

What is Left Unsaid

Scott Credit Union is a $1.5 bn, strong performing credit union located in Southern Illinois.  Its main office is 240 miles, a five-hour drive from South Division’s headquarters in Evergreen Park.

Scott founded in 1943 at Scott Air Force base, sits across the Mississippi river from St. Louis.  Its multi-county southern Illinois charter is in a very different economic, social, demographic and political environment from the Cook County, Evergreen Park-based credit union.   The combination would appear to be an act of charity by Scott.  The four small branches of South Division are anything but a viable foothold in the greater Chicago market.

In addition to South Division’s board and management confession of their leadership shortcomings—aging board, no succession plan, managerial inexperience-there is the question of their fiduciary oversight.

In 2020 the credit union reported a loss of almost $2.0 million reducing the net worth from 14% to 8.4% in just one year.   The major reason for the loss was an increase of over $1.0 million in salaries and benefits above the $1.2 million of the prior year.   What were these payments for?   Was staff helping themselves to the net worth prior to announcing a merger where such payments would have to be disclosed?

A Challenge for the Credit Union System

Both the Illinois credit union supervisor and the NCUA regional director signed off on this merger.   Are they OK with the $2.0 million loss in 2020, and therefore welcome to another credit union taking this emerging problem off their hands? Were local credit unions approached and turned this “opportunity” down?   How did Scott Credit Union end up with the short straw?

Where are the other components of the credit union system as this 85-year old credit union decides to close: the league, the vendor business partners, the sponsors?  Are there no other leaders or groups in the community willing to step up to this challenge?

The promises on the credit union’s website recruited over three generations of members.  Is this legacy of failure the best option the cooperative system can devise for these members, their children and grand children?  Because of the Board’s proxy voting process, the members will have no say in this dissolution.

When Collaboration is Most Needed

The credit union system was founded and built by collaboration.  No credit union would exist today without sponsor support, volunteer effort, member loyalty and system provided solutions.   But when it comes to ending a charter, collaboration seems nonexistent.   Without all-hands-on-deck  participation in these decisions, the ability of members to trust and respect their credit union’s choice to dissolve, is suspect.  Leaders at every level of the system are abandoning this charter at a most critical time.

This merger is based on a guilty plea of incompetence.   The 2020 salary payouts raise a question of integrity.  The process is devoid of “any respect for the individual Member and their common financial bond with one another.” (web site purpose statement)

Mergers in circumstances like this undermine the cooperative system’s reputation for acting in the member’s interest.  These credibility stains cannot be washed away no matter how competent or well-meaning the continuing credit union’s intent.

One more credit union charter gone, one more hole in the cooperative boat.  Will the sinking ever end?  How will Senator Warren or other members of the committee react when they see this example of a cooperative merger?

 

 

 

 

 

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A Member and a CEO React to Merger Events

A member of Xceed found my post from 2020 on that credit union’s merger with Kinecta.

Reading the analysis from Should a CEO’s Last Act Be Merger, he posted a comment:

Thank you for your article.  It is right on point.  As a member of XFCU since 1982, I have seen this organization decline at an alarming rate.  Now that that the merger has taken place, I am still waiting to see the additional value I am to receive from this merger.  XFCU began its fall when it closed the Texas operations.  Today, we have no personal service, personal bankers, investment opportunity, or competitive products.  Teresa Freeborn has been the only person who benefited from the merger.  I voted against the merger since I believe she participated in the merger with a conflict of interest.  

I submitted questions to her on service to members not on the East or West Coast.  This merger has so far shown me no benefit.  I moved my business account to BOA.  As other investments matured, I moved them to Fidelity and Merrill Edge.   As a 40-year customer, I expect to move all accounts by the end of the year to BOA.  Communication is terrible.  The XFCU Officers and Board have failed all members of this organization.

In October, prior to the merger vote, he sent Xceed an email asking for more information:

Subject: XFCU / Service to Members outside of California and New York

Good Morning:

Member since 1981.  Since closing the Texas Branch, service and communication has gone down to a level that I now question whether XFCU remains an option for me.  What services will be available to me in Texas through any CU affiliations that allows me to make deposits, withdrawals locally if needed. 

I was never advised of this merger and am a very disappointed longtime customer.

Thank you,

He told me: “I never got a response.”

When I asked what his credit union experience had been he wrote:

I am a retired Insurance Executive who worked for Crum & Forster Insurance acquired by Xerox in 1980’s.  I was recently a Senior Vice President at McGriff, a BB&T Company, now Truist.   

During my working career, XFCU was an important part of my personal financial success.  I bought several homes and cars.  Today, if I needed financial help, I wouldn’t know where to start at XFCU.  I don’t recommend CU to my kids any longer as I question their viability in today’s economic challenges.

Xceed’s First Quarter Financial Results

The combination with Kinecta had not been completed as of the March 31, 2021 call report.

In the first three months Xceed reported the following:  a loss of $2.1 million (ROA of  -.87), a 22% drop in loans ($146 million), 11% share growth, 112% operating expense/total income ratio, net worth of 11%, a 9.2% decline in members and 19% fewer employees (35 out of 185 have left) both compared with one year earlier. The writer is not alone in seeing difficulty.

Kinecta reports positive ROA of .70% and a net worth of 7.8% in the same first quarter.

One observer commented on the two credit union’s longer term track records: “it looks like two rocks  being tied together and tossed into a lake to see if they can float.”

But the members are already bailing out.   Unfortunately, it is they who will suffer the loss of value as the writer detailed in his experience above.

A Different Decision: A CEO Closes a Merger Conversation

In talking with a CEO of a $2.0 billion credit union, I asked if he had ever discussed a merger, especially with a much larger firm in his market area.  The two were intertwined and competed directly.

He said yes, the topic had come up.  Both had grown at the same rate, both had sound performance.   But he didn’t pursue the option.

This non-merger had produced a very beneficial result.  In his assessment: “Our competition keeps the entire market for consumers honest because we price against each other.”

In this case two separate, strong, competing credit unions are helping all consumers “stay afloat.”

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Do Small Credit Unions Matter?  Should They?  Will They?

In March 2014 before Jim Blaine laid down his sword, err pen, he wrote about the demise of small credit unions.  In the blog Clubbing Baby Seals, he used numbers to describe this decline concluding: “We’re in the midst of a “CU ecological” meltdown.” And the cooperative climate has only gotten hotter since.

The Less than $10 Million Segment Trends

The starting point in Jim’s analysis was ten years earlier in 2004 when there were 4,255 credit unions under $10 million.  At his writing, the total had fallen by half.  I updated his numbers for the most recent decade, 2010 through 2020, which show a continuing decline of the under $10 million segment from 2,908 (41% of cu’s) to 1,179 (23% of cu’s)—a 60% drop.

Many would react to these trends with a shrug: “They are what they are. This is just the marketplace at work.  These credit unions often underperform industry averages, do not provide a wide range of services, and members can find better deals elsewhere.  Besides larger credit unions continue to add members and grow. These organizations are not significant to carrying out the cooperative mission.”

Why Credit Unions Should Be Concerned With this Trend

This trend matters because of its impact on the system’s future  in two respects.

  1. All credit unions start small. Every credit union operating today was organized with assets in the hundreds or thousands of dollars.  From these small seeds large oaks can grow.  While all credit unions under $100 million show declines in charter numbers, segments above this amount have added 351 to their number in the same decade.  All emerged from the smaller asset segments. For the largest category, greater than $1 billion in assets, the count has gone from 167 in 2010, to more than 375 today.  Without seeds, the system will eventually run out of crops to harvest.
  2. The traditional interpretation of the decline is incomplete. Credit unions from the very beginning have started and then faltered.  Most that do not sustain operations are small.  Since FOM changes in the 1980’s, the vast majority of closed charters merge with other credit unions.

In 1978 when NCUA published the ratio for the FCU survival rate–number of active charters divided by number of charters issued–the percentage was 55%.   That was after 44 years of operations.

Today that ratio is 13%. (3,185 active/24,925 FCU’s chartered).  However, the reason for this dramatic decline in sustainability is not that small credit unions cannot survive.

The Federal Regulator’s About Face

In every year beginning in 1934 (except three war years) until 1971, the number of new FCU charters granted always exceeded the number cancelled.  In that year, FCU’s were required to qualify for NCUSIF insurance.  In 1978 NCUA became an independent agency.

In the same length of 44 years of NCUA’s oversight, the number of cancelled charters has exceeded new startups every year.  The loss of just federal charters during NCUA’s  tenure as an independent agency totals 9,865—from 13,050 (in 1978) to 3,185 (2020).

The primary reason for the decline of almost 10,000 active federal credit unions is that new charters have become virtually impossible to attain. They have averaged fewer than 10 per year in this century, and only 2.5 in the last decade.

The possibility for groups of citizens to form and control their own democratically governed financial entity has been effectively extinguished by the very organization charged with overseeing the cooperative system’s safety and soundness.

So What?

With new entrants effectively turned away, the industry’s structure will inevitably become more  consolidated in much larger credit unions. The diversity in credit union charter size is being eliminated.

Some would opine, “so what?”   Members continue to join, and the industry is financially strong and independent of sponsors. This is the natural outcome of any business in a competitive market economy.

Punching Above Their Weight

Blaine’s concern about the demise of smaller credit unions was summarized as:  Small credit unions “punch well above their weight” in terms of member impact and community importance.  Every credit union was created for a purpose, rarely did that original purpose have anything to do with ‘growth’”. 

He calls out the organizing motivations for a cooperative charter: persons with a common interest getting together to improve their local circumstances and opportunity.  Members then and today care most about the service they receive.

A credit union’s asset ranking, number of branches, surcharge free ATM’s or even its multiple channels do not create loyalty if an institution cannot respond to individual and local circumstances. That is the key factor in small credit union success.

The Democratization of Financial Opportunity

Credit unions’ democratic character was created from a fabric of relationships and community support.  These local origins were their source of political support.  Even though banks have opposed credit unions from the beginning, they have been unable to block their efforts to expand member services.

“Punching above their weight” is illustrated most recently by the quickness of Congress to overturn the Supreme Court’s interpretation of the Federal Credit Union act in 1998 limiting common bond to a single group.  In just months, the Credit Union Membership Access Act was passed approving the  field of membership interpretation NCUA authored in 1983.

But that success was over two decades ago.  Do credit unions conceived  in earlier eras still have the same political weight today?  Have the growth ambitions of some  via “voluntary” mergers and bank purchases raised issues of both member and public support for a less distinctive cooperative charter?

Can Small be Big Again?

I do not know what the future will bring.   Will ever-larger credit unions be increasingly viewed as just another impersonal financial option, like a bank?  Will the tax exemption survive the expansions of markets and scattering of local attention and knowledge?

Will the goodwill so critical in any industry’s ongoing success wither away as the seed corn for its future is no longer replenished? Or will credit union leaders see this declining trend as a priority and provide support comparable to the $100 million goal of CUNA’s Open Your Eyes marketing campaign?

Renewal efforts are underway. Can the initiatives to repurpose charters with new human capital be proven out?  Will the efforts to create more service center options via CUSO’s succeed?  Can the charter process be assigned to the regions so applicants are supported positively and quickly?

Two factors suggest this trend can be addressed.  The places of economic disparities and need are as numerous now as any time in our history.  The human spirit of solving problems and the values of cooperatives align with many seeking to bring change for a more equitable America.

 

 

 

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A Memorial Day Question

For two decades as a member of the National Men’s Chorus I participated in the final concert of the season on Memorial Day weekend.

The annual program might be modified to recognize an anniversary such as VE day or a Civil War commemoration.  However, most of the repertoire was arranged from popular melodies from the Revolutionary War era through the Vietnam conflict.

These songs, from Columbia Gem of the Ocean to The Ballad of the Green Berets, inspired and reminded listeners of the precious heritage that military conflicts have gained for all Americans.

This respect is especially evident during The Service Medley, as members of each military branch stand and honored as their song is sung.

One of the most uplifting moments in the program is  The Battle Hymn of the Republic.  Written by Julia Ward Howe in 1861, it is sometimes called America’s second national anthem.

One writer described it as “a warrior’s cry and a call to arms. Its vivid portrait of sacred violence captures how Americans fight wars, from the minié balls of the Civil War to the shock and awe of Iraq.  America’s song of itself-how the country feels about war.”

As a call to duty, it has inspired suffragists and labor organizers, civil rights leaders, and novelists—like John Steinbeck in The Grapes of Wrath.

A  New Meaning with Another Word

Her poem’s first verse certainly evokes the fury and righteousness of war: (original spelling)

Mine eyes have seen the glory of the coming of the Lord
He is trapling out the vintage where the grapes of wrath are stored
He haved loosed the faiteful lightening of his terrible swift sword
His truth is marching on

The final verse call all to sacrifice in this sacred duty:

In the beauty of the lilies Christ was born across the sea
With a glory in his bosom that transfigures you and me
As he died to make men holy let us die to make men free
His truth is marching on

But Is Sacrifice the Intent?

My first wife. Mary Ann, died in 1984.  In a Memorial Day church service earlier that decade, this Hymn was included.  Except the line in the final verse was changed to, As he died to make men holy, let us live to make men free. For her that was the meaning of Memorial Day. We honor those who die by how we serve the living.

 Which word best fits America today?  What is our call to duty?  Are we to remember just the increasingly small percentage of American families that serve and die in the military?  Or might there be a more all-encompassing obligation to “truth marching on?”

A Contemporary Interpretation

After the Civil War, Juliet Ward Howe became active in the women’s suffrage movement. In 1868, she founded the New England Women’s Club and was one of the founders of the New England Women’s Suffrage Association. Her sense of duty was not limited to sacrifices in war.  She was motivated by a broader view of “civic virtue.”

Would she approve replacing the word die with live?   And what would that communicate to today’s listeners and singers?

The Battle Hymn of the Republic reminds us of the sacred (hymn) call (battle) that sustains our country (the republic).   Its spirit, I believe, calls forth the responsibility of every citizen to sustain the country’s evolving experience of freedom, which we call democracy.

Relevance for Credit Unions

But what does this have to do with how we carry out our roles in the credit union system?

The Friday before this Memorial Day weekend I received an email from a colleague which said simply:  “This is wild” and included a link to an article in CUToday:

The story summarized the intent of fifteen credit unions operating for generations to merge.  In some cases, the arrangers of these transactions would receive increased compensation from the event.

What did the sender mean by This is Wild?  While I do not know what the words intended, I suspect they reflect a deep concern with this wholesale abandonment of legacies of efforts and resources created by previous members and their leaders.

Those credit union ancestors paid forward the fruits of their labor so the current generation might prosper and build on their efforts.  Instead, these leaders chose to hand over their members and inheritance to another, unrelated organization.

Howe’s third verse describes judgment:

He has sounded forth the trumpet
That shall never call retreat;
He is sifting out the hearts of men
Before His judgement seat;
Oh, be swift, my soul, to answer Him;
Be jubilant, my feet                                                                 His truth is marching on

I believe the writer’s email reaction is raising this ultimate question of values: Can a democratic credit union financial system survive when leaders so easily lose the will and inspiration to continue?  In the future, will any cooperative “truth be marching on”?

Version 2.0

Here is Mary Ann’s preferred wording of The Battle Hymn of the Republic.

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Voting: “The Most Hallowed Act in a Democracy”

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

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

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

Voting is Front Page Today

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

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

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

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

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

The State of Member Voting in Credit Unions

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

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

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

The Members’ Annual Meeting

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

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

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

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

Sustaining these core relationships is essential for credit union success.

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

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

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

Voting in Mergers: A Case Study

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

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

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

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

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

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

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

A Challenge to the Integrity of the Cooperative System

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

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

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

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

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

Next Steps

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

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

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

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

 

 

 

 

 

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An Open Secret: NCUA, Oxymorons and Merger Truths

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

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

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

■ Understand trends in credit union mergers.

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

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

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

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

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

Statements from “Truth in Mergers”

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

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

The Almost Final Word

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

Truth

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

And Consequences

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

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

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

 

 

 

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Readers Opine On Infinity FCU Merger with Deere Employees

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

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

Two comments posted on blog site:

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

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

A Financial Consultant to Banks and Credit Unions:

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

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

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

From a Member Who Just Experienced a Merger:

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

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

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

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

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

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

An Historical Perspective:

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