Massachusetts Division of Banks 2021 Annual Meeting Guidance

The Division of Banks has released updated 2021 guidance for state-chartered credit unions on continuing supervisory expectations relative to annual meeting requirements in light of the COVID-19 pandemic.

The Division first offered guidance on annual meetings in June of 2020 offering the option for credit unions to either postpone their 2020 annual meetings into 2021 if necessary, or conduct a virtual or hybrid annual meeting, and that such action would not be subject to any adverse regulatory finding by the Division. The new 2021 guidance supplements the June 2020 Guidance for any credit unions that have not yet held their 2020 annual meeting and clarifies the Division’s expectations for 2021 annual meetings.

2021 Annual Meetings

While the Division recognizes the ongoing nature of the pandemic, it is the Division’s position that credit unions should not postpone their annual meetings indefinitely. As such, credit unions should plan to hold their 2021 annual meetings either as an in-person meeting in accordance with applicable public health guidance on in-person gatherings, or as virtual or hybrid meetings, in accordance with the Division’s June 2020 Guidance. Any credit union that opts to conduct a virtual or hybrid annual meeting will not be subject to any adverse regulatory finding by the Division as a result of proceeding with that option. To the extent possible, each credit union should hold its 2021 annual meeting (or its combined 2020/2021 meeting, as described below) by April 30, 2021, consistent with G. L. chapter 171, section 11.

Waiver of Separate 2020 Annual Meeting

Credit unions that have not yet held their 2020 annual meeting are not required to hold separate 2020 and 2021 annual meetings. Rather, at its 2021 annual meeting, the credit union should consider and vote on any matters that would have been considered at the 2020 annual meeting. The annual meeting minutes should reflect such considerations. Further, the Division anticipates that there may be questions regarding director elections and director terms expiring in 2020. For credit unions that did not hold a 2020 annual meeting and have directors whose terms were set to expire in 2020, the credit union should treat such terms as extending until elections are held and their successors are chosen in 2021.

The full guidance, including the June 2020 Guidance, can be found here. Credit unions are encouraged to contact Gregory Short, Deputy General Counsel of the Division with any questions at (617) 956-1547 or gregory.short@mass.gov.

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