FAX & Regular Mail
Anne Cochran, President/CEO
Louisiana Credit Union League
824 Elmwood Park Blvd., Suite 200
Harahan, LA 70123
Re: Flexibility in FCU Bylaws for Director and Member Meetings Affected by Hurricane Katrina.
Dear Ms. Cochran:
You recently contacted NCUA seeking guidance for procedures for conducting board meetings and member elections for federal credit unions affected by Hurricane Katrina. The standard Federal Credit Union Bylaws and existing Office of General Counsel opinions authorize most of the flexibility you seek. We summarized the relevant bylaw provisions for each topic of your inquiry below. For ease of reference, we have included these provisions and opinions as an enclosure to this letter.
The standard FCU bylaws require only one face-to-face board of directors meeting per year. FCU Bylaws, Article VI, Section 5. All other meetings may be conducted by video or teleconference. The one in-person meeting requires the actual presence of only a quorum of directors, not every director. Absent directors may participate by video or teleconference. Further, credit union boards may act without a meeting, if the vote is unanimous and each board member’s position is documented in writing or email. OGC Legal Opinion Letter 02-0837, dated Sept. 19, 2002.
We also note that the standard FCU bylaws permit directors to appoint temporary directors and supervisory and credit committee members to serve in place of those who may need to step aside. FCU Bylaws, Article VI, Section 4.
Notice of member meetings and elections
The credit union should follow its usual procedures and send information about meetings and elections to the member’s last address of record. The FCU bylaws make members responsible for notifying the credit union of address changes. FCU Bylaws, Article XVI, Section 7. Nevertheless, we note that some of the addresses an FCU may have on record may no longer exist because of hurricane damage, but members may have provided the U.S. Postal Service with forwarding instructions.
We also note that Article V of the standard FCU bylaws allows four options for conducting elections. If a credit union’s board or management feels that a different option would be more convenient, they may amend the credit union’s bylaws with the vote of two-thirds of the directors. FCU Bylaws, Article XVII, Section 7.
An FCU may also want to consider delaying its annual member meeting for a few months. While an FCU is required to conduct an annual meeting and hold elections under Article IV, the directors may determine that changing the date will be helpful for a number of reasons; there is nothing to prohibit a change in the date of the annual meeting in the FCU Act or FCU Bylaws.
You also inquired about options for proxy voting. The FCU bylaws prohibit proxy voting. FCU Bylaws, Article V, Section 4. In any event, since voting by proxy would still require an FCU to contact the member and receiving the member’s written proxy, proxy voting would not save any time or effort as a practical matter as far as contacting members. As discussed above, credit union boards may act without a meeting as long as all directors vote and the vote is unanimous and in writing, which may also be by email.
Region IV Acting Director Keith Morton has communicated to you that NCUA stands ready to assist credit unions recovering from the hurricanes. You are welcome to contact our Region IV office or the Office of General Counsel for additional information.
Sheila A. Albin
Associate General Counsel
cc: Keith Morton, Acting Director, Region IV
Jane Walters, Deputy Executive Director