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Credit union members’ participation in governance hampered by rules

Jeremy M. Lazarus | 3/17/2022, 6 p.m.
Credit unions are supposed to be owned by the members who have opened accounts.

Credit unions are supposed to be owned by the members who have opened accounts.

But that doesn’t mean that members are equal when it comes to voting rights.

The Virginia Credit Union, one of the state’s largest, is being cited as a prime example of the way a small group of members serving on the board of directors have gained full control of operations in concert with the professional executives who manage the day-to-day affairs.

The rest of the VACU members are confined to voting at an annual meeting on proposals or nominees presented solely by the board.

As confirmed by VACU spokesman Glenn Birch, the current bylaws of the credit union authorize the board to select replacements to fill vacancies. The board’s slate has to be ratified at the annual meeting, now set for Wednesday, March 23, but the VACU rules bar challeng- ers from being nominated by petition or from the floor.

In addition, Mr. Birch also confirmed that the rules bar members from submitting proposals to be voted on at the meeting. Only items approved by the board can be considered and voted on, the rules state.

“Member-owners are being cut out of participation in any meaningful sense. That’s not how it is supposed to work,” said Jake Schlacter, executive director of We Own It, a national nonprofit that is seeking to infuse more democratic values in member-owned institutions of all kinds.

Started in 1928 as a nonprofit financial coop- erative for state employees, VACU has grown far beyond its roots. Though still tiny by the standards of major banks, VACU is now a $5 billion institution serving more than 310,000 member-owners.

The closed governance at VACU has long gone unnoticed but became an issue after four VACU members applied to fill seats on the board but were rejected. The four now are seeking to raise awareness of the situation.

Frank Moseley II, founder of a nonprofit education and training initiative to increase Black presence in the creation and ownership of renewable energy businesses, said he submitted his application in November, but “I never received a response.”

That was pretty much the experience of the three other candidates, Kati Hornung, Torian Jones and Richard Walker.

“I’m a longtime business member of the credit union,” said Mr. Walker, founder and chief executive of Bridging the Gap in Virginia, a nonprofit that serves people released from prison. “I felt downright disrespected that the board did not even interview me. They already knew who they were going to elect, never mind the members.”

Ms. Hornung, co-founder and executive director of VoteEqualityUS that is pushing ratification of the Equal Rights Amendment, called it time for VACU members to “organize for change. The board can ignore some of us, but they can’t ignore all of us. We own it.”

The VACU rules appear to be perfectly legal for a credit union chartered under state laws.

The state laws on credit unions as well as the state administrative code do not include any requirement for credit unions to allow challengers for board seats or for the submission of proposals from members.

That is not the case with federally chartered credit unions that fall under the aegis of the National Credit Union Administration.

NCUA rules and regulations, as posted on the website, include model bylaws that provide for challengers to the board’s slate of nominee and for member-owner initiatives.

Mr. Schlacter noted that credit unions that have opened the door to competition “have received an overwhelming response.” He cited one example where 33 people were on the ballot.

Still, he acknowledges that the General Assembly would need to amend state law to allow for such open competition. Both he and the three other rejected candidates are expected to begin addressing their concerns with legislators ahead of the next session of the General Assembly.

“A credit union’s board members have a legal fiduciary duty to the member-owners,” he said. “It’s hard to see how VACU’s board is acting in good faith or in members’ best interests in denying members their right to run or vote for board members of their choice.”