Back in late March we blogged about NCUA Letter to Federal Credit Unions 20-FCU-02, which provided an option for FCUs to hold their annual meetings virtually, and reminded FCUs of the option to postpone their annual meetings to a later date in the 2020 calendar year. In today’s blog, I’ll take a deeper dive into some related questions that NAFCU’s compliance team has received about annual meetings recently. State-chartered credit unions will want to look to their applicable state laws for any guidance on postponing meetings or holding them virtually.
When can FCUs hold a virtual annual meeting or delay its annual meeting?
As detailed in the blog linked above, NCUA issued a letter to federal credit unions on March 20, 2020, in light of the COVID-19 pandemic and President Trump’s declaration of a National Emergency. In the letter, NCUA provided a bylaw amendment that FCUs could adopt immediately by a 2/3 vote of their board, which would allow for them to hold their annual meetings virtually rather than in-person. A footnote in the letter clarified that holding a meeting virtually includes “webcasts, teleconferences, virtual meeting rooms or similar means that permit members to listen, vote as necessary, and participate.”
Importantly, this does not appear to be a mere temporary change to address COVID-19; rather, it appears to be a permanent bylaw amendment that FCUs will be able to use in the event of future emergencies or disasters, provided it is properly adopted by the board. However – as noted in the text of the amendment – a declaration of emergency or disaster is required to trigger the virtual meeting option, meaning that this bylaw amendment will not permit FCUs to have a virtual annual meeting in future years if no such declarations are in effect.
continue reading »