With bylaw change, federal credit unions may hold annual meetings virtually; other flexibilities outlined by agency

A letter outlining options for federal credit unions (FCUs) to conduct annual meetings virtually, or to postpone them, to promote the social distancing called for in connection with the coronavirus pandemic was issued Friday by the National Credit Union Administration (NCUA).

The Letter to Federal Credit Unions from NCUA Board Chairman Rodney Hood notes the following:

  • FCU boards may, by a two-thirds vote, adopt a specific bylaw amendment to Article IV to permit virtual meetings (these can be via webcasts, teleconferences, virtual meeting rooms “or similar means that permit members to listen, vote as necessary, and participate”) without undergoing further bylaw approval processes with the NCUA. Cross-citations should be made conform to the individual FCU’s version of the bylaws. This “emergency exception to in-person quorum requirement,” for which the letter provides specific language, could be invoked any time in 2020 for meetings in 2020 “if a majority of the board of directors so resolves for each such meeting,” the letter states. General quorum requirements must still be met for all-virtual meetings.
  • The annual meeting may be postponed – for example, until December 2020 – but notice of the rescheduled meeting must be provided.
  • Where there is lack of a quorum, the bylaws permit adjournment of a meeting, but the reconvened meeting must occur seven to 14 days after the originally scheduled meeting.
  • The bylaws also permit four options for conducting board elections. “If a credit union’s board or management determines 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,” the letter states.

NCUA Letter to FCUs (20-FCU-02)