By Christian Mullins
The Board of Directors from KV FCU in Augusta, Maine voted unanimously to move forward with their plan to convert to a mutual savings bank, then immediately merge with Kennebec Savings Bank, also in Augusta. They did not, however, pass the plan verbally agreed upon with Kennebec Savings. KV FCU President & CEO Beverly Beaucage said after the vote, “As we reviewed all of the issues again, it was the desire of the Board to make yet another few changes”. Beaucage declined to elaborate on what those changes were, but the Kennebec Savings’ Board of Directors will vote on the amended proposal on October 21.
Worth noting from last night’s meeting is that the membership vote, necessary to approve or deny the conversion/merger, will be held later than anticipated. Both Kennebec Savings and KV had hoped to it would take place shortly after the mandatory 90 day waiting period required by federal law. Beaucage stated the vote will likely be held at the end of April or early May 2009.
Beaucage’s slightly frustrated quote notwithstanding, the unanimous vote doesn’t seem to be as solid as one would expect from, well, a unanimous vote. Given the changes outlined, one or more CU Directors are probably on the fence, and demanded their provisions included in the proposal.
The three month delay in the final vote is stunning. Activists that would normally involve themselves in this kind of debate are currently entrenched in the national election process. A January vote would have made it difficult for them to finish their volunteer duties for their respective campaigns, then build a pro-credit union (or anti-bank) effort from the ground up. A spring 2009 vote allows them to recharge, revitalize, and carry out a concise plan of action.
So what’s next in the conversion/merger playbook?
Expect the Kennebec Savings Board of Directors to overlook the amendments to the proposal and pass the measure, as long as it isn’t grossly disadvantageous to their interests.
During the waiting period, Kennebec Savings and KV will continue to support their assertion that this is in the best interest of the community and their respective accountholders, perhaps even suggesting that inaction will eventually lead to their takeover by a regional or national bank. They’ll likely be advised to deflect any and all attacks by reiterating the long local history of each financial institution and how together they’ll stay strong (and local) in the years to come.
Those opposed to the conversion/merger will take their opposition to the next level by forming a website specifically designed to counter each argument made in favor of amalgamation. Because all of this is taking place in a smaller population area, expect quite a few Op-Eds as well. Assuming the two sides can’t achieve a level of understanding, credit union members (backed by credit union advocacy groups) may try to take advantage of any provision in the CU bylaws allowing for the immediate recall of the Board of Directors. This will all be done, as they’ll say, with the credit union member’s best interests in mind.
That’s right, each side will act in the best interests of the CU members.
If any of this sounds familiar, it’s because a scenario similar to this played out with Dearborn FCU (now DFCU) in Dearborn, MI several years ago. The then $1.7 billion dollar CU attempted to convert to a mutual savings bank, but the credit union members were well organized (and financed), eventually forcing that Board of Directors to withdraw the application for conversion. While a lot has changed since then, the playbook for both sides is still the same.
Both proponents and opponents have a lot at stake, but the pressure will be placed squarely on KV FCU’s Board of Directors and CEO. Failure to convert could result in a nearly 100% turnover of the Board over the next several years and, when there’s a majority of anti-merger Directors, a turnover of the CEO.