Virtual Membership Meetings

The DFI released Bulletin B-17-17, along with Interpretive Letter I-17-04, regarding the ability to conduct virtual membership meetings.

The short answer is “Credit unions may amend their bylaws to allow for virtual membership meetings, including annual and special meetings.”

The longer answer is:

The guidance for a virtual membership meeting is as follows:

1. The credit union should review the Interpretive Letter I-17-04 for more information about virtual meeting requirements in the Washington Credit Union Act and Washington Nonprofit Corporation Act. Watch for legislative changes pertaining to virtual corporate meetings.
2. If the credit union plans to hold a virtual meeting, amend your bylaws to allow the option of a virtual membership meeting. Decide if the option is for either an annual or special membership meeting. If a special membership meeting is likely to be more contentious, the credit union may not want to hold a virtual meeting where communication may be more complex or spirited.
3. If contracting with a virtual meeting provider, confirm the credit union’s computer security requirements will be met.
4. The meeting notice should specify how a member may participate in the meeting, such as how to gain access for online participation. The credit union may want to provide a link for a member to do a quick system check for access before the meeting date and a contact if the member has access problems before or during the meeting.
5. Procedures should ensure that persons participating in the hybrid virtual meeting are in fact members of the credit union and provide them with a reasonable opportunity to participate in the meeting, be heard by the other members, and vote on all matters requiring a vote.
6. The credit union should establish reasonable guidelines for questions, such as procedures for submitting questions in advance, setting time limits for questions asked of management, and setting specific and reasonable guidelines for the display of questions and answers.
7. Bylaws addressing voting at a virtual annual meeting should contain procedures consistent with the Division of Credit Unions Opinion Letter 01-4 on Electronic Voting Methods. For a copy of Letter 01-4, see https://dfi.wa.gov/sites/default/files/creditunions/interpretive-letters/O-01-4.pdf
8. For voting procedures, we suggest using Option A4 to Article V of the NCUA’s model Federal Credit Union Bylaws; see https://www.ecfr.gov/cgi-bin/textidx?SID=ac13b36c9e2e35001576da9e357ab733&mc=true&node=pt12.7.701&rgn=div5#ap12.7.701_139.a
9. The results of the voting must be verified and announced at the annual meeting, and no sooner.
10. Archive a recording of a virtual meeting on a public or member accessible website for a specific and reasonable period of time.

Credit unions wanting to conduct virtual membership meetings should review the Bulletin and the Interpretive Letter, amend their bylaws, and heed the guidance provided.