A COVID-19-related bylaw amendment for authorizing virtual-only membership and board meetings by federal credit unions (FCUs) is set to expire Dec. 31, according to a letter from the institutions’ federal regulator.
The bylaw was approved by the National Credit Union Administration (NCUA) Board to help FCUs manage the challenges of the COVID-19 pandemic, and the agency said in its Letter 22-FCU-03 that it doesn’t believe circumstances warrant its extension, at least for now.
In March 2020, November 2020, and November 2021, the agency issued letters stating that an FCU could adopt at any time, by a two-thirds vote of its board of directors and without additional NCUA approvals, a bylaw amendment to Article IV of the NCUA Federal Credit Union Bylaws. The letters provided specific wording for the bylaw amendment, which gave FCUs flexibility to conduct membership and board of director meetings completely virtually.
However, the “virtual only” exemption was less a new authority than an expansion of current authorities already provided in the bylaws.
“Although ‘virtual-only’ member meetings will no longer be an option, the NCUA reminds federal credit unions that they may choose to hold hybrid meetings if that suits their needs,” the agency wrote. “Hybrid meetings consist of a meeting held virtually in conjunction with an in-person component for members who wish to or need to attend that way. While general quorum requirements still must be met for hybrid meetings, federal credit unions may count attendees at both the virtual and in-person components toward those requirements.” It noted that FCUs “must also consider whether their current bylaws authorize hybrid meetings or whether bylaw changes will be necessary.”
The FCU Bylaws also, the agency noted, permit FCU boards to conduct “virtual-only” meetings for all but one of their board meetings per calendar year. “Further, if a quorum of the directors is physically present at the one required in-person meeting, then the remaining directors may attend that meeting virtually.”
The agency also noted the bylaws provision allowing electronic distribution of member notices.