Executive sessions and the right to inspect

A federal credit union (FCU) member has a right to inspect the books and records of a FCU so long as the member has a “proper purpose for obtaining the records.” While Article XVI, Section 6 of the NCUA Model Bylaws establishes a member’s right to inspect the books and records, the right to do so may create a curious question as whether this applies to all board meetings, including less formal meetings such as executive sessions, and how this requirement may create confidential and privacy issues relating to the potential disclosure of board member discussions. This blog will discuss these two issues in the context of executive sessions. For housekeeping, NCUA Legal Opinion Letter 06-1134 treats executive sessions as a board meeting where only directors are present.

The Keeping of Minutes During Executive Sessions

In a 2007 rule, NCUA created requirements regarding members’ inspection of FCU records to create uniform standards for all FCUs. According to section 701.3(a)(2), a group of members upon petition have the right to the  “minutes of the proceedings of the credit union’s members, board of directors, and committees of directors.” The Final Rule promulgating a member’s right to inspect the credit union books, records, and minutes makes no distinction between “minutes of regular meetings of the board of directors and other types of meetings, such as so-called ‘confidential’ or ‘executive’ meetings.” This is reaffirmed in NCUA Legal Opinion Letter 06-1134, where the letter maintains “[a]n FCU must make minutes of all meetings of its board of directors available to NCUA examiners upon request.” The credit union in the same letter attempts to make a distinction between board of director meetings where the FCU officers do not attend from the meetings where the officers do attend, calling the former “executive session meetings.” NCUA does not agree with this distinction, reiterating the Federal Credit Union Act requires a FCU to take minutes at all board meetings and provide the minutes to examiners.

 

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