March 9, 2023
To: All New York State Chartered Credit Unions
Re: Guidance on Holding Hybrid Meetings
The New York State Department of Financial Services (the “Department”) is issuing this industry letter to advise New York state-chartered credit unions of the permissibility of holding hybrid member meetings, provided that such hybrid meetings are conducted in accord with the credit union’s bylaws and the parameters set forth below.
Section 466 of the Banking Law (Meeting of shareholders; voting) does not specifically prescribe that credit union member meetings be held in person. Historically, credit unions held their member meetings in-person. A New York state-chartered credit union has recently sought the Department’s view on the permissibility of hybrid member meetings—i.e., meetings in which some members would attend in person and others by electronic means.
The Department finds that holding hybrid member meetings is consistent with the language of Section 466, the goal of facilitating the attendance of members, and the policy of the State of New York. Moreover, permitting New York state-chartered credit unions to conduct hybrid member meetings will put such credit unions on an equal footing with their federal counterparts.
The ability of New York state-chartered credit unions to hold hybrid meetings of their members will:
- grant flexibility to choose the meeting format that best suits a credit union’s membership;
- conserve resources and provide efficiency; and
- encourage member participation and voting at such meetings.
The hybrid meeting format would take advantage of available technologies that have been tested and found to provide effective communication, particularly during the COVID-19 pandemic when the Department permitted banking organizations to hold meetings of their shareholders or members virtually.1
In light of the above, the Department is issuing this Guidance to inform all New York state-chartered credit unions that they may conduct hybrid member meetings if: (i) hybrid meetings are permitted by their by-laws; and (ii) they have the operational and technological resiliency and capacity to maintain the integrity of the hybrid meeting, ensure the effective participation by members, and accurately record any vote taken at the meeting. It is paramount that hybrid meetings be conducted in a manner designed to protect the interests of members and not be used to avoid meaningful in-person dialogue, or to disenfranchise the members that lack access to the technological tools necessary for participation.
To conduct a hybrid member meeting as outlined above, a credit union must adopt procedures and safeguards, including, cybersecurity protections, that shall, among other things:
- verify that each person deemed present and permitted to vote at the meeting by means of electronic communication is a voting member or the holder of a valid proxy;
- assure that each member and proxy holder can fully participate in the meeting, see and/or hear contemporaneously during the meeting, ask questions and be heard, and vote at the meeting; and
- accurately record the vote or other action taken by each member or proxy holder at the meeting.
Credit unions wishing to utilize a hybrid meeting format should revise their by-laws, if necessary. To amend its by-laws, a New York state-chartered credit union must obtain the approval of both its members and the Superintendent as required in Section 478 of the Banking Law. Applications seeking such approval from the Superintendent should set forth in detail the procedures and safeguards the credit union will adopt in connection with its conducting hybrid member meetings.
1 See Order of the Superintendent (Mar. 12, 2020). The National Credit Union Administration (“NCUA”) provided similar pandemic relief to its federal credit unions. On December 7, 2022, the NCUA issued a letter (22-FCU-03) to federal credit unions where the NCUA advised that the emergency exemption from in person member meetings would expire on December 31, 2022, and that going forward federal credit unions may only hold either in-person or hybrid member meetings.