Written Request for Special Meeting of the Members - Lafayette Federal Credit Union
Board of Directors - Lafayette FCU
Members & Friends of Lafayette FCU
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LAFAYETTE FEDERAL CREDIT UNION
Purpose of the Special Meeting: To remove each of the named directors of the Lafayette Federal Credit Union (Credit Union) Board of Directors individually, after he/she has an opportunity at the special meeting to be heard. The names of the directors whose removal is sought are:
1. Arnold S. Rosenthal
2. Norman Cohen
3. Barton Veret
4. Richard Ginsburg
5. LeAnn Oliver
6. John Farmakides
7. Thomas Harmon, IV
8. Kenneth Lanza
9. Drew Luten
Vote to Remove: Consistent with Article XVI, Section 3 of the bylaws of Lafayette Federal Credit Union (Bylaws), only members present (i.e., no mail ballots) at the special meeting can vote to remove a director. An affirmative vote of a majority of the members present at the special meeting is required to remove a director. A separate vote must be held to consider the removal of each director individually.
Reason for the Removals: In order to ensure that the Board of Directors decision to proceed with the conversion of the Credit Union into a savings bank was based solely upon the benefit(s) to the Credit Union and its members and not the personal interests of the directors, officials, and employees of the Credit Union, several members of the Credit Union have sought answers to a number of critical questions relating to the stated reasons for the proposed conversion and other issues that would help members make an informed decision regarding a proposed conversion (copy of letter dated October 3, 2006 is available for inspection at www.savemycreditunion.coop/2.html) and demanded to inspect certain records of the Credit Union. Among the questions, the members asked whether branch relocations or closures would occur as a result of a conversion; what new products a savings bank can provide that LFCU cannot already offer; whether there was member demand for the new proposed products; and why the board had turned down good lending opportunities to members that were legal. Members also specifically requested to inspect the portions of the minutes of the Board of Directors for those meetings in which the conversion was discussed in addition to reports, studies, graphical presentations, and all other documents in which there was discussion and/or analysis concerning the proposed conversion. This request was made to each director and the chief executive officer. Answers to the questions presented and a response to the demand to inspect the records have not been forthcoming, in spite of repeated requests to the directors and chief executive officer for such answers.
The request was not unreasonable and was consistent with the rights of the members as stated by the National Credit Union Administration (NCUA) (the federal agency that regulates federal credit unions). In this regard, the NCUA publication, Federal Credit Union Handbook (NCUA-8055 (Rev 2006)) (copy available at http://ncua.gov/GuidesManuals/Index.htm) at page 68 states, in pertinent part, that:
A member has the right to inspect a federal credit unions books and records, including the board of directors minutes. The inspection must be made in good faith and for a proper purpose.
Authority to Request and to Hold Special Meeting: In accordance with Article IV, Section 3 and Article XVI, Section 3 of the Bylaws, the members acknowledged below and in counterparts, request a special meeting of the members for the purposes stated above. We further request that the meeting be held within 30 days of receipt of this written request (which shall contain the requisite number of member acknowledgements to call the special meeting) by the Chair of the Board of Directors consistent with Article IV, Section 3, at a time and place that would be convenient for those members wishing to attend. It is expected that such time, date, and place will be no less convenient or appropriate than that for any other annual or special meeting of the members called by the Credit Union and that the written notice of the meeting will be given to each member at least 7 days before the date set for the meeting as required by Article IV, Section 2.