... keep moving forward.
To: "BRADY, LEIGH" <Leigh.Brady@ncsecu.org> November 11, 2025 Re: Request for "Special Meeting" Procedures and Guidelines |
Dear Leigh Brady,
Would
you please forward to me the instructions for calling a "Special
Meeting" as prescribed in the SECU bylaws. Can not find them online, nor
do the branches have copies. Please let me know where those procedures
are available to the SECU membership?
As you
know, several attempts have been made over the last year to find a
reasonable way to present you and the SECU Board with current and future
credit union governance concerns. Unfortunately, no simple,
straight-forward path has been found.
Ms.
Plaut, chief legal officer at SECU, has ruled in her August 20, 2025
letter [see full copy below] that the SECU bylaws provide the mechanism
for any SECU member to submit a resolution: "SECU's
bylaws do provide a mechanism for a member to present resolutions to
the membership by arranging for a special meeting. See Article VIII,
Section 4. You or any other member may arrange for a special meeting of
the members as provided in the bylaws." Therefore, would you please send the instructions on how to proceed.
✔ For
your information, the two issues which I believe need to be addressed
are the rights of SECU members in the event of 1) merger, and/or 2)
charter conversion. These two important credit union governance changes
are occurring with increasing frequency nationwide - among credit
unions, large and small alike.
You may not be aware, but these two issues have arisen in the past to threaten the cooperative,
nonprofit structure of credit unions. In 2005, several credit unions
pushed for the ability to convert to for-profit banks (a good example
was $1.4 billion Community Credit Union in Plano, Texas, which
converted to ViewPoint Bank). In the conversion transactions, it became
clear that the vast majority of regular members were deprived of their rightful share of the market value of the credit union.
SECU,
along with many other credit unions and regulators, worked hard to
strengthen the rules which governed such conversions. New requirements
were adopted to better assure that the membership would be better
informed and fairly compensated in these transactions.
✔ With
the recent advent of mega-mergers, bank purchases, open membership, and
insider payouts, these issues have arisen again and need to be
revisited. The stakes are much, much higher now than in 2005! Members
are not receiving the full and fair disclosure required for an informed
vote on the transaction.
You and the SECU
Board could provide tremendous leadership for credit unions
by discussing, reviewing, and adopting appropriate governance rules
protecting SECU members. Past and recent history clearly show
that positive risk management procedures on these governance issues need
to be firmly in place .
It had been hoped
that these resolutions could be brought to your attention for consideration without difficulty. But, if a "Special Meeting" is the
only acceptable mechanism under the bylaws, then that course can be
pursued. SECU has over 3 million members, a
market value well-in-excess of $ 6+ billion; and is a key employer and
positive economic engine for North Carolina. Each SECU member has an
individual pro-rata interest in the $6+ billion market value of the
credit union. Their future interests should be fully and fairly
protected. There is much to be lost.
Look
forward to receiving the procedures and guidance from you shortly. Happy
to discuss these concerns, or any other alternatives you might suggest
to a "Special Meeting".
Thank you.
Sincerely, Jim Blaine - SECU member |
|
See if the "buck stops"... where it should!
__________________________________________________
✅ Via Email Ms. Cathie Plaut, Chief Legal Officer, SECU
August 20, 2025
James C. Blaine
Re: Annual Meeting Inquiry
Dear Mr. Blaine:
"Thank you for your inquiry on August 15, 2025. You inquired if significant SECU member resolutions involving the governance of SECU may be submitted for inclusion in the Notice of the 2025 Annual Meeting. The purpose of the Annual Meeting is for members to elect directors. While the rules for the 2025 Annual Meeting have not yet been adopted, the rules for recent Annual Meetings have permitted members the opportunity to speak or submit questions - but there was no process to allow members to introduce resolutions for consideration at the Annual Meeting.
SECU's bylaws do provide a mechanism for a member to present resolutions to the membership by arranging for a special meeting. See Article VIII, Section 4. You or any other member may arrange for a special meeting of the members as provided in the bylaws.
SECU members possess a defined set of member rights; those rights stem from the governing North Carolina statutes and from the SECU bylaws. Neither source provides a right for members to present resolutions to be voted on at the Annual Meeting. The North Carolina credit union statute requires only that the annual meeting and any special meetings of members be "held at the time, place, and in the manner indicated by the bylaws." N.C. Gen. Stat. § 54-109.31(a). The SECU bylaws similarly do not require SECU to offer the opportunity for member-sponsored resolutions to be voted on at the Annual Meeting. See Bylaws, Article VIII, Section 6 (noting that the order of business, format, and conduct of the meeting are subject to such policies and procedures as the Board of Directors adopts).
Allowing member resolutions would be inconsistent with the system of governance established by the SECU bylaws. The bylaws provide that "the board shall have the general direction and control of the affairs of this credit union." See Bylaws, Article X, Section 4; see also N.C. Gen. Stat. § 54-109.41 ("The board of directors shall have the general direction of the business affairs, funds, and records of the credit union."). Allowing member resolutions related to the governance or operations of a credit union would usurp the role of the Board of Directors who have been elected by its members to direct and control the affairs of SECU.
We hope this information is helpful, and we thank you for being a valued member-owner of SECU."
-CP
