NCUA announces greater meeting flexibility in response to national emergency

The NCUA sent a letter to credit unions Friday, 20-FCU-02, NCUA Actions Related to COVID-19 – Annual Meeting Flexibility, announcing greater flexibility in conducting annual meetings.

The letter explains that due to the President’s national emergency proclamation on March 13, effective immediately, a federal credit union may adopt by a two-thirds vote of its Board of Directors the below bylaw amendment to Article IV without undergoing further bylaw approval processes with the NCUA.

FCUs that choose to adopt this amendment should ensure that the cross-citations conform to their version of the bylaws.

Section 6. Emergency exception to in-person quorum requirement. This credit union may hold its annual meeting of the members, and special member meetings for authorized purposes other than member expulsion under Article XIV of these bylaws, virtually and without an in-person quorum if all of the following conditions apply and are certified in meeting minutes by a resolution of the majority of a quorum of the board of directors:

• At least one of the following is located in an area where a federal, state, or local authority has declared a state of emergency or major disaster: a. All or part of a community the credit union serves; or b. the credit union’s headquarters.
• The credit union has the technological capacity to facilitate virtual meeting attendance, voting, and participation.
• Members receive at least seven days’ advance notice of the change to a virtual meeting format and appropriate instructions for how to join, participate, and vote during the virtual meeting.
• The NCUA has issued general or specific guidance notifying the credit union that it is appropriate to invoke this bylaw provision.

A FCU also has flexibility to postpone its annual meeting. While there is no law or regulation that prohibits a FCU from postponing its annual meeting, it should provide notice of the rescheduled meeting as required in the FCU Bylaws. Under current circumstances, a FCU might consider delaying its annual meeting until a more appropriate time. For example, a FCU could delay its 2020 annual meeting to December 2020 and still meet the annual meeting requirement.

Read the full letter here.