NCUA issued a Letter to Federal Credit Unions (20-FCU-02) Friday announcing greater flexibility in conducting annual meetings due to the coronavirus (COVID-19) outbreak. CUNA requested guidance on virtual board and membership meetings in a March 12 letter to NCUA.

Effective immediately, a federal credit union may adopt by a two-thirds vote of its Board of Directors an amendment to Article IV without undergoing further bylaw approval processes with NCUA.

The amendment would allow a credit union to hold its annual meeting of the members, and special member meetings for authorized purposes other than member expulsion, “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:
  • all or part of a community the credit union serves; or
  • 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.

According to NCUA, general quorum requirements must still be met for all-virtual meetings.

A federal credit union also has flexibility to postpone its annual meeting. While there is no law or regulation that prohibits a federal credit union from postponing its annual meeting, it should provide notice of the rescheduled meeting as required in the bylaws.