12 CFR Part 708b

National Credit Union Administration

§ 708b.2

solicit votes for the merger, regardless
of whether or not they support the
merger. Accordingly, NCUA strongly
encourages credit unions to use an
independent third party to solicit votes
rather than diverting credit union employees from their usual duties.

PART 708b—MERGERS OF FEDERALLY-INSURED CREDIT UNIONS;
VOLUNTARY TERMINATION OR
CONVERSION OF INSURED STATUS
Sec.
708b.1
708b.2

Scope.
Definitions.

Subpart A—Mergers
708b.101 Mergers generally.
708b.102 Special provisions for federal insurance.
708b.103 Preparation of merger plan.
708b.104 Submission of merger proposal to
the NCUA.
708b.105 Approval of merger proposal by the
NCUA.
708b.106 Approval of the merger proposal by
members.
708b.107 Certification of vote on merger proposal.
708b.108 Completion of merger.

Subpart B—Voluntary Termination or
Conversion of Insured Status
708b.201 Termination of insurance.
708b.202 Notice to members of proposal to
terminate insurance.
708b.203 Conversion of insurance.
708b.204 Notice to members of proposal to
convert insurance.
708b.205 Modifications to notice and ballot.
708b.206 Share insurance communications
to members.

Subpart C—Forms
708b.301 Conversion of insurance (State
Chartered Credit Union)
708b.302 Conversion of insurance (Federal
Credit Union).
708b.303 Conversion of insurance through
merger.
AUTHORITY: 12 U.S.C. 1752(7), 1766, 1785, 1786,
1789.

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SOURCE: 70 FR 3288, Jan. 24, 2005, unless
otherwise noted.

credit unions with a continuing credit
union where at least one of the credit
unions is federally-insured.
(b) Subpart B of this partprescribes
the procedures and notice requirements
for termination of federal insurance or
conversion of federal insurance to nonfederal insurance, including termination or conversion resulting from a
merger.
(c) Subpart C prescribes required
forms for use in conversion of federal
insurance to nonfederal insurance.
(d) Nothing in this partrestricts or
otherwise impairs the authority of the
NCUA to approve a merger pursuant to
section 205(h) of the Act.
(e) This part does not address procedures or requirements that may be applicable under state law for a state
credit union.
§ 708b.2

Definitions.

Conducted by an independent entity
means:
(1) The independent entity will receive the ballots directly from voting
members.
(2) After the conclusion of the special
meeting that ends the ballot period,
the independent entity will open all
the ballots in its possession and tabulate the results. The entity must not
open or tabulate any ballots before the
conclusion of the special meeting.
(3) The independent entity will certify the final vote tally in writing to
the credit union and provide a copy to
the NCUA Regional Director. The certification will include, at a minimum,
the number of members who voted, the
number of affirmative votes, and the
number of negative votes. During the
course of the voting period the independent entity may provide the credit
union with the names of members who
have not yet voted, but may not provide any voting results to the credit
union prior to certifying the final vote
tally.
Continuing credit union means the
credit union that will continue in operation after the merger.

§ 708b.1 Scope.
(a) Subpart A of this partprescribes
the procedures for merging one or more

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§ 708b.101

12 CFR Ch. VII (1–1–16 Edition)

Convert, conversion, and converting,
when used in connection with insurance, refer to the act of canceling federal insurance and simultaneously obtaining insurance from another insurance carrier. They mean that after cancellation of federal insurance the credit union will be nonfederally-insured.
Federally-insured means insured by
the National Credit Union Administration (NCUA) through the National
Credit Union Share Insurance Fund
(NCUSIF).
Independent entity means a company
with experience in conducting corporate elections. No official or senior
manager of the credit union, or the immediate family members of any official
or senior manager, may have any ownership interest in, or be employed by,
the entity.
Insurance and insured refer to primary share or deposit insurance. These
terms do not include excess share or
deposit insurance as referred to in part
740 of this chapter.
Merger-related financial arrangement
means a material increase in compensation (including indirect compensation, for example, bonuses, deferred compensation, or other financial
rewards) or benefits that any board
member or senior management official
of a merging credit union may receive
in connection with a merger transaction. For purposes of this definition,
a material increase is an increase that
exceeds the greater of 15 percent or
$10,000.
Merging credit union means the credit
union that will cease to exist as an operating credit union at the time of the
merger.
Nonfederally-insured means insured by
a private or cooperative insurance fund
or guaranty corporation organized or
chartered under state or territorial
law.
Regional director means either the director of the NCUA regional office for
the region where a natural person credit union’s main office is located or the
director of the NCUA’s Office of Consumer Protection. For corporate credit
unions, regional director means the director of NCUA’s Office of National Examinations and Supervision.
Secret ballot means no credit union
employee or official can determine how

a particular member voted. Credit
union employees and officials are prohibited from assisting members in
completing ballots or handling completed ballots.
Senior management official means the
chief executive officer (who may hold
the title of president or treasurer/manager), any assistant chief executive officer, and the chief financial officer.
Share insurance communication means
any written communication, excluding
the forms in subpart C of this part,
that is made by or on behalf of a federally-insured credit union that is intended to be read by two or more credit
union members and that mentions
share insurance conversion or termination. The term:
(1) Includes communications delivered or made available before, during,
and after the credit union’s board of directors decides to seek conversion or
termination.
(2) Includes, but is not limited to,
communications delivered or made
available by mail, e-mail, and internet
website posting.
(3) Does not include communications
intended to be read only by the credit
union’s own employees or officials.
State credit union means any credit
union organized and operated according to the laws of any state, the several
territories and possessions of the
United States, or the Commonwealth
of Puerto Rico. Accordingly, state authority means the appropriate state or
territorial regulatory or supervisory
authority for any such credit union.
Terminate, termination, and terminating, when used in reference to insurance, refer to the act of canceling federal insurance and mean that the credit union will become uninsured.
Uninsured means there is no share or
deposit insurance available on the
credit union accounts.
[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 80680, Dec. 23, 2010; 75 FR 81393, Dec. 28,
2010; 78 FR 32544, May 31, 2013]

Subpart A—Mergers
§ 708b.101 Mergers generally.
(a) In any case where a merger will
result in the termination of federal insurance or conversion to nonfederal insurance, the merging credit union must

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National Credit Union Administration

§ 708b.103

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comply with the provisions of subparts
B and C of this part in addition to this
subpart A.
(b) A federally-insured credit union
must have the prior written approval
of the NCUA before merging with any
other credit union.
(c) Where the continuing credit union
is a federal credit union, it must be in
compliance with the chartering policies of the NCUA.
(d) Where the continuing or merging
credit union is a state credit union, the
merger must be permitted by state law
or authorized by the state authority.
(e) Where both the merging and continuing credit unions are federally-insured and the two credit unions have
overlapping fields of membership, the
continuing credit union must, within
three months after completion of the
merger, either:
(1) Notify all members of the continuing credit union of the potential
loss of insurance coverage if they had
overlapping membership,
(2) Notify all individuals and entities
that were actually members of both
credit unions of the potential loss of
insurance coverage, or
(3) Determine which members of both
credit unions may actually have uninsured funds six months after the merger and notify those members of the potential loss of insurance coverage.
§ 708b.102 Special provisions for federal insurance.
(a) Where the continuing credit union
is federally-insured, the NCUSIF will
assess a deposit and a prorated insurance premium (unless waived in whole
or in part for all insured credit unions
during that year) on the additional
share accounts insured as a result of
the merger of a nonfederally-insured or
uninsured credit union with a federally-insured credit union.
(b) Where the continuing credit union
is nonfederally-insured or uninsured
but desires to be federally-insured as of
the date of the merger, it must submit
an application to the appropriate Regional Director when the merging credit union requests approval of the merger proposal. If the Regional Director
approves the merger, the NCUSIF will
assess a deposit and a prorated insurance premium (unless waived in whole

or in part for all insured credit unions
during that year) on any additional
share accounts insured as a result of
the merger.
(c) Where the continuing credit union
is nonfederally-insured or uninsured
and does not make application for insurance, but the merging credit union
is federally-insured, the continuing
credit union is entitled to a refund of
the merging credit union’s NCUSIF deposit and to a refund of the unused portion of the NCUSIF share insurance
premium (if any). If the continuing
credit union is uninsured, the NCUSIF
will make the refund only after expiration of the one-year period of continued insurance coverage noted in paragraph (e) of this section.
(d) Where the continuing credit union
is nonfederally-insured, NCUSIF insurance of the member accounts of a
merging federally-insured credit union
ceases as of the effective date of the
merger.
(e) Where the continuing credit union
is uninsured, NCUSIF insurance of the
member accounts of the merging federally-insured credit union will continue
for a period of one year, subject to the
restrictions in section 206(d)(1) of the
Act.
§ 708b.103

Preparation of merger plan.

(a) Upon the approval of a proposition for merger by the boards of directors of the credit unions, the two
credit unions must prepare a plan for
the proposed merger that includes:
(1) Current financial statements for
both credit unions;
(2) Current delinquent loan summaries and analyses of the adequacy of
the Allowance for Loan and Lease
Losses account;
(3) Consolidated financial statements, including an assessment of the
generally accepted accounting principles (GAAP) net worth of each credit
union before the merger and the GAAP
net worth of the continuing credit
union after the merger;
(4) Analyses of share values;
(5) Explanation of any proposed share
adjustments, and where the net worth
ratio of the merging credit union is
more than 500 basis points higher than
the net worth ratio of the continuing

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§ 708b.104

12 CFR Ch. VII (1–1–16 Edition)

credit union, an explanation of the factors considered in establishing the
amount of any proposed adjustment or
in determining no adjustment is necessary;
(6) Explanation of any provisions for
reserves, undivided earnings or dividends;
(7) Description of any merger-related
financial arrangement, as defined in
§ 708b.2;
(8) Provisions with respect to notification and payment of creditors;
(9) Explanation of any changes relative to insurance such as life savings
and loan protection insurance and insurance of member accounts;
(10) Provisions for determining that
all assets and liabilities of the continuing credit union will conform with
the requirements of the Act (where the
continuing credit union is a federal
credit union); and
(11) Proposed charter amendments
(where the continuing credit union is a
federal credit union). These amendments, if any, will usually pertain to
the name of the credit union and the
definition of its field of membership.
(b) [Reserved]

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[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

§ 708b.104 Submission of merger proposal to the NCUA.
(a) Upon approval of the merger plan
by the boards of directors of the credit
unions, the credit unions must submit
the following information to the Regional Director:
(1) The merger plan, as described in
this part;
(2) Resolutions of the boards of directors;
(3) Proposed Merger Agreement;
(4) Proposed Notice of Special Meeting of the Members (for merging federal credit unions);
(5) Copy of the form of Ballot to be
sent to the members (for merging federal credit unions);
(6) Evidence that the state’s supervisory authority approves the merger
proposal (for states that require such
agreement before NCUA approval);
(7) Application and Agreement for Insurance of Member Accounts (for continuing state credit unions desiring to
become federally-insured);

(8) If the merging credit union’s assets on its latest call report are equal
to or greater than the threshold
amount established annually by the
Federal Trade Commission under 15
U.S.C. 18a(a)(2)(B)(i), currently $63.4
million, a statement about whether the
two credit unions intend to make a
Hart-Scott-Rodino Act premerger notification filing with the Federal Trade
Commission and, if not, an explanation
why not; and
(9) For mergers where the continuing
credit union is not federally-insured
and will not apply for federal insurance:
(i) A written statement from the continuing credit union that it ‘‘is aware
of the requirements of 12 U.S.C.
1831t(b), including all notification and
acknowledgment requirements’’; and
(ii) Proof that the accounts of the
credit union will be accepted for coverage by the nonfederal insurer (if the
credit union will have nonfederal insurance).
(b) [Reserved]
[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

§ 708b.105 Approval of merger proposal by the NCUA.
(a) In any case where the continuing
credit union is federally-insured and
the merging credit union is nonfederally-insured or uninsured, the NCUA
will determine the potential risk to the
NCUSIF.
(b) If the NCUA finds that the merger
proposal complies with the provisions
of this part and does not present an
undue risk to the NCUSIF, it may approve the proposal subject to any other
specific requirements as it may prescribe to fulfill the intended purposes
of the proposed merger. For mergers of
federal credit unions into federally-insured credit unions, if the NCUA determines that the merging credit union is
in danger of insolvency and that the
proposed merger would reduce the risk
or avoid a threatened loss to the
NCUSIF, the NCUA may permit the
merger to become effective without an
affirmative vote of the membership of
the merging credit union otherwise required by § 708b.106 of this part.
(c) NCUA may approve any proposed
charter amendments for a continuing

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National Credit Union Administration

§ 708b.108

federal credit union contingent upon
the completion of the merger. All charter amendments must be consistent
with NCUA chartering policy.

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[70 FR 3288, Jan. 24, 2005, as amended at 73
FR 30477, May 28, 2008]

§ 708b.106 Approval of the merger proposal by members.
(a) When the merging credit union is
a federal credit union, the members
must:
(1) Have the right to vote on the
merger proposal in person at the annual meeting, if within 60 days after
NCUA approval, or at a special meeting
to be called within 60 days of NCUA approval, or by mail ballot, received no
later than the date and time announced for the annual meeting or the
special meeting called for that purpose.
(2) Be given advance notice of the
meeting in accordance with the provisions of Article IV, Meetings of Members, Federal Credit Union Bylaws. The
notice must:
(i) Specify the purpose of the meeting
and the time and place;
(ii) Contain a summary of the merger
plan, including, but not necessarily
limited to, current financial statements for each credit union, a consolidated financial statement for the continuing credit union, analyses of share
values, explanation of any proposed
share adjustments, explanation of any
changes relative to insurance such as
life savings and loan protection insurance and insurance of member accounts, and a detailed description of
any merger related financial arrangement, as defined in § 708b.2. The description must include the name and
title of each individual recipient and
an explanation of the financial impact
of each element of the arrangement,
including direct salary increases and
any indirect compensation, such as any
bonus, deferred compensation or other
financial reward;
(iii) State reasons for the proposed
merger;
(iv) Provide name and location, including branches, of the continuing
credit union;
(v) Inform the members that they
have the right to vote on the merger
proposal in person at the meeting or by
written ballot to be received no later

than the date and time announced for
the annual meeting or the special
meeting called for that purpose; and
(vi) Be accompanied by a Ballot for
Merger Proposal.
(b) Approval of a proposal to merge a
federal credit union into a federally-insured credit union requires the affirmative vote of a majority of the members
of the merging credit union who vote
on the proposal. If the continuing credit union is uninsured or nonfederallyinsured, the voting requirements of
subpart B apply. If the continuing credit union is nonfederally-insured, the
merging credit union must use the
form notice and ballot in subpart C of
this part unless the Regional Director
approves the use of different forms.
[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

§ 708b.107 Certification
merger proposal.

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The board of directors of the merging
federal credit union must certify the
results of the membership vote to the
Regional Director within 10 days after
the vote is taken. The certification
must include the total number of members of record of the credit union, the
number who voted on the merger, the
number who voted in favor, and the
number who voted against. If the continuing credit union is nonfederally-insured, the merging credit union must
use the certification form in subpart C
of this part unless the Regional Director approves the use of a different
form.
[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

§ 708b.108

Completion of merger.

(a) Upon approval of the merger proposal by the NCUA and by the state supervisory authority (where the continuing or merging credit union is a
state credit union) and by the members
of each credit union where required,
the credit unions may complete the
merger.
(b) Upon completion of the merger,
the board of directors of the continuing
credit union must certify the completion of the merger to the Regional Director within 30 days after the effective
date of the merger.

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§ 708b.201

12 CFR Ch. VII (1–1–16 Edition)

(c) Upon the NCUA’s receipt of certification that the merger has been
completed, the NCUA will cancel the
charter of the merging federal credit
union (if applicable) and the insurance
certificate of any merging federally-insured credit union.

Subpart B—Voluntary Termination
or Conversion of Insured Status
§ 708b.201

Termination of insurance.

(a) A state credit union may terminate federal insurance, if permitted by
state law, either on its own or by merging into an uninsured credit union.
(b) A federal credit union may terminate federal insurance only by merging
into, or converting its charter to, an
uninsured state credit union.
(c) A majority of the credit union’s
members must approve a termination
of insurance by affirmative vote. The
vote must be taken by secret ballot
and conducted by an independent entity.
(d) Termination of federal insurance
requires the NCUA’s prior written approval. A credit union must notify the
NCUA and request approval of the termination through the Regional Director in writing at least 90 days before
the proposed termination date and
within one year after obtaining the
membership vote. The notice to the
NCUA must include:
(1) A written statement from the
credit union that it ‘‘is aware of the requirements of 12 U.S.C. 1831t(b), including all notification and acknowledgment requirements;’’ and
(2) A certification of the member
vote that must include the total number of members of record of the credit
union, the number who voted in favor
of the termination, and the number
who voted against.
(e) The NCUA will approve or disapprove the termination in writing
within 90 days after being notified by
the credit union.

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[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

§ 708b.202 Notice to members of proposal to terminate insurance.
(a) When the board of directors of a
federally-insured credit union adopts a

resolution proposing to terminate federal insurance, including termination
due to a merger or conversion of charter, it must provide its members with
written notice of the proposal to terminate and of the date set for the membership vote. The first written communication following the resolution that
is made by or on behalf of the credit
union and that informs the members
that the credit union will seek termination is the notice of the proposal to
terminate. This notice must:
(1) Inform the members of the requirement for a membership vote and
the date for the vote;
(2) Explain that the insurance provided by the NCUA is federal insurance
and is backed by the full faith and
credit of the United States government; and
(3) Include a conspicuous statement
that if the termination or merger is approved, and the credit union, or the
continuing credit union in the case of a
merger, subsequently fails, the federal
government does not guarantee the
member will get his or her money
back.
(b) The credit union must deliver the
notice in person to each member, or
mail it to each member at the address
for the member as it appears on the
records of the credit union, not more
than 30 nor less than 7 days before the
date of the vote. The membership must
be given the opportunity to vote by
mail ballot. The credit union may provide the notice of the proposal and the
ballot to members at the same time.
(c) If the membership and the NCUA
approve the proposition for termination of insurance, the credit union
must give the members prompt and
reasonable notice of termination.
§ 708b.203

Conversion of insurance.

(a) A federally-insured state credit
union may convert to nonfederal insurance, if permitted by state law, either
on its own or by merging into a nonfederally-insured credit union.
(b) A federal credit union may convert to nonfederal insurance only by
merging into, or converting its charter
to, a nonfederally-insured state credit
union.

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National Credit Union Administration

§ 708b.204

(c) Conversion to nonfederal insurance requires the prior written approval of the NCUA. After the credit
union board of directors resolves to
seek a conversion, the credit union
must notify the Regional Director
promptly, in writing, of the desired
conversion and request NCUA approval
of the conversion. The notification
must be in the form specified in subpart C of this part, unless the Regional
Director approves a different form. The
credit union must provide this notification and request for approval to the
Regional Director at least 14 days before the credit union notifies its members and seeks their vote and at least
90 days before the proposed conversion
date. NCUA will approve or disapprove
the conversion as described in paragraph (g) of this section.
(d) Approval of a conversion of Federal to nonfederal insurance requires
the affirmative vote of a majority of
the credit union’s members who vote
on the proposition, provided at least 20
percent of the total membership participates in the voting. The vote must
be taken by secret ballot and conducted by an independent entity.
(e) For all conversions, the notice to
the NCUA must include:
(1) A written statement from the
credit union that ‘‘it is aware of the requirements of 12 U.S.C. 1831t(b), including all notification and acknowledgment requirements;’’ and
(2) Proof that the nonfederal insurer
is authorized to issue share insurance
in the state where the credit union is
located and that the insurer will insure
the credit union.
(f) The board of directors of the credit union and the independent entity
that conducts the membership vote
must certify the results of the membership vote to the NCUA within 14 calendar days after the deadline for receipt of votes. The certification must
include the total number of members of
record of the credit union, the number
who voted on the conversion, the number who voted in favor of the conversion, and the number who voted
against. The certification must be in
the form specified in subpart C of this
part.
(g) Generally, the NCUA will conditionally approve or disapprove the con-

version in writing within 14 days after
receiving the certification of the vote.
The credit union must complete the
conversion within six months of the
date of conditional approval. If a credit
union fails to complete the conversion
within six months the Regional Director will disapprove the conversion. The
credit union’s board of directors, if it
still wishes to convert, must then
adopt a new conversion proposal and
solicit another member vote.
(h) For conversions by merger, the
merging credit unions must follow the
procedures specified in subparts A and
B of this part and use the forms specified in subpart C of this part. In the
event the procedures of Subpart A and
B conflict, the credit union must follow
subpart B.
[70 FR 3288, Jan. 24, 2005, as amended at 73
FR 30477, May 28, 2008; 75 FR 81394, Dec. 28,
2010]

§ 708b.204 Notice to members of proposal to convert insurance.
(a) When the board of directors of a
federally-insured credit union adopts a
resolution proposing to convert from
federal to nonfederal insurance, including an insurance conversion associated
with a merger or conversion of charter,
it must provide its members with written notice of the proposal to convert
insurance and of the date set for the
membership vote. The first written
communication following this resolution that is made by or on behalf of the
credit union and that informs the
members that the credit union will
seek conversion of insurance is the notice of the proposal to convert. This
notice must:
(1) Inform the members of the requirement for a membership vote and
the date for the vote;
(2) Explain that the insurance provided by the NCUA is federal insurance
and is backed by the full faith and
credit of the United States government, while the insurance provided by
the nonfederal insurer is not guaranteed by the federal or any state government;
(3) Include a conspicuous statement
that if the conversion or merger is approved, and the credit union, or the
continuing credit union in the case of a
merger, subsequently fails, the federal

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§ 708b.205

12 CFR Ch. VII (1–1–16 Edition)

government does not guarantee the
member will get his or her money
back; and
(4) Be in the form set forth in subpart
C of this part, unless the Regional Director approves a different form.
(b) The credit union must deliver the
notice in person to each member or
mail it to each member at the address
for the member as it appears on the
records of the credit union, not more
than 30 nor less than 7 days before the
date for the vote. The credit union
must give the membership the opportunity to vote by mail ballot. The form
of the ballot must be as set forth in
subpart C of this part, unless the Regional Director approves the use of a
different form. The notice of the proposal and the ballot may be provided to
the members at the same time.
(c) If the membership and the NCUA
approve the proposition for conversion
of insurance, the credit union will give
prompt and reasonable notice to the
membership. The credit union must deliver the notice at least 30 days before
the effective date of the conversion.
The notice must identify the effective
date of the conversion, and the first
page must also include a conspicuous
statement (i.e., in bold and no smaller
than any other font size used in the notice) that:
(1) The conversion will result in the
loss of federal share insurance, and
(2) The credit union will, at any time
before the effective date of conversion,
permit all members who have share
certificates or other term accounts to
close the federally-insured portion of
those accounts without an early withdrawal penalty.

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§ 708b.205 Modifications to notice and
ballot.
(a) Converting credit unions will use
the form notice and ballot as provided
in subpart C of this part unless the Regional Director approves the use of a
different form.
(b) A converting credit union will
provide the Regional Director with a
copy of the notice and ballot, including
any reasons for conversion and estimated costs of conversion, on or before
the date the notice and ballot are
mailed to the members.

(c) Federally-insured state credit
unions may include additional language in the notice and ballot regarding state requirements for mergers,
where appropriate.
§ 708b.206 Share insurance communications to members.
(a) Every share insurance communication must comply with § 740.2 of
this chapter, which, in part, prohibits
federally-insured credit unions from
making any representation that is inaccurate or deceptive in any particular.
(b) Every share insurance communication must contain the following
conspicuous statement: ‘‘IF YOU ARE
A MEMBER OF THIS CREDIT UNION,
YOUR ACCOUNTS ARE CURRENTLY
INSURED BY THE NATIONAL CREDIT UNION ADMINISTRATION, A FEDERAL AGENCY. THIS FEDERAL INSURANCE IS BACKED BY THE FULL
FAITH AND CREDIT OF THE UNITED
STATES GOVERNMENT. IF THE
CREDIT UNION CONVERTS TO PRIVATE INSURANCE WITH [insert name
of private share insurer] AND THE
CREDIT UNION FAILS, THE FEDERAL GOVERNMENT DOES NOT
GUARANTEE THAT YOU WILL GET
YOUR MONEY BACK.’’ The statement
must:
(1) Appear on the first page of the
communication where conversion is
discussed and, if the communication is
on an Internet Web site posting, the
credit union must make reasonable efforts to make it visible without
scrolling; and (2) Must be in capital letters, bolded, offset from the other text
by use of a border, and at least one font
size larger than any other text (exclusive of headings) used in the communication.
(c) Every share insurance communication about share insurance termination must contain the following conspicuous statement: ‘‘IF YOU ARE A
MEMBER OF THIS CREDIT UNION,
YOUR ACCOUNTS ARE CURRENTLY
INSURED BY THE NATIONAL CREDIT UNION ADMINISTRATION, A FEDERAL AGENCY. THIS FEDERAL INSURANCE IS BACKED BY THE FULL
FAITH AND CREDIT OF THE UNITED
STATES GOVERNMENT. IF THE
CREDIT UNION TERMINATES ITS

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National Credit Union Administration

§ 708b.301

FEDERAL INSURANCE AND THE
CREDIT UNION FAILS, THE FEDERAL GOVERNMENT DOES NOT
GUARANTEE THAT YOU WILL GET
YOUR MONEY BACK.’’ The statement
must:
(1) Appear on the first page of the
communication where termination is
discussed and, if the communication is
on an internet website posting, the
credit union must make reasonable efforts to make it visible without
scrolling; and
(2) Must be in capital letters, bolded,
offset from the other text by use of a
border, and at least one font size larger
than any other text (exclusive of headings) used in the communication.
(d) A converting credit union must
provide the Regional Director with a
copy of any share insurance communication that the credit union will
make during the voting period. The Regional Director must receive the copy
at or before the time the credit union
makes it available to members. The
converting credit union must inform
the Regional Director when the communication is to be made, to which
members it will be directed, and how it
will be disseminated. For purposes of
this section, the voting period begins
on the date of the board of director’s
resolution to seek conversion or termination and ends on the date the member voting closes.
(e) The Regional Director may take
appropriate action, including disapproving a conversion, if he or she determines that a converting credit
union, by inclusion or omission of information in a share insurance communication, materially mislead or misinformed its membership. For example,
the Regional Director will treat any
share insurance communication that
compares the relative strength, safety,
or claims paying ability of a private insurer with that of the National Credit
Union Share Insurance Fund as materially misleading if the comparison fails
to mention that the federal insurance
provided by the NCUA is backed by the
full faith and credit of the United
States government.
[70 FR 3288, Jan. 24, 2005, as amended at 75
FR 81394, Dec. 28, 2010]

Subpart C—Forms
§ 708b.301 Conversion of insurance
(State Chartered Credit Union).
Unless the Regional Director approves the use of different forms, a
state chartered credit union must use
the forms in this section in connection
with a conversion to nonfederal insurance.
(a) Form letter notifying NCUA of intent to convert:
(insert name), NCUA Regional Director
(insert address of NCUA Regional Director)
Re: Notice of Intent to Convert to Private
Share Insurance
Dear Director (insert name):
In accordance with federal law at title 12,
United States Code Section 1785(b)(1)(D), I
request the National Credit Union Administration approve the conversion of (insert
name of credit union) from federal share insurance to private primary share insurance
with (insert name of private insurance company).
On (insert date), the board of directors of
(insert name of credit union) resolved to pursue the conversion from federal insurance to
private insurance. A copy of the resolution is
enclosed.
On (insert date), the credit union plans to
solicit the vote of our members on the conversion. The credit union will employ (insert
name, address, and telephone number of
independent entity) to conduct the member
vote. The credit union will use the form notice and ballot required by NCUA regulations, and will certify the results to NCUA as
required by NCUA regulations.
Aside from the notice and ballot, the credit
union (does)(does not) intend to provide its
members with additional written information about the conversion. I understand that
NCUA regulations forbid any communications to members, including communications
about NCUA insurance or private insurance,
that are inaccurate or deceptive.
(Insert name of State) allows credit unions
to obtain primary share insurance from (insert name of private insurance company). I
have enclosed a copy of a letter from (insert
name and title of state regulator) establishing that (insert name of private insurer)
has the authority to provide (insert name of
credit union) with primary share insurance.
I have enclosed a copy of a letter from (insert name of private insurer) indicating it
has accepted (insert name of credit union)
for primary share insurance and will insure
the credit union immediately upon the date
that it loses its federal share insurance.
I am aware of the requirements of 12 U.S.C.
1831t(b), including all notification and acknowledgment requirements.

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§ 708b.301

12 CFR Ch. VII (1–1–16 Edition)

The point of contact for conversion matters is (insert name and title of credit union
employee), who can be reached at (insert
telephone number).
Sincerely,
(signature)

1. To consider and act upon a proposal to
convert your account insurance from federal
insurance to private insurance.
2. To approve the action of the Board of Directors in authorizing the officers of the
credit union to carry out the proposed conversion.

Chief Executive Officer.

INSURANCE CONVERSION

Enclosures

(b) Form notice to members of intent
to convert and special meeting of members:
NOTICE OF PROPOSAL TO CONVERT TO NONFEDERALLY-INSURED
STATUS AND SPECIAL
MEETING OF MEMBERS
(INSERT NAME OF CONVERTING CREDIT UNION)
On (insert date), the board of directors of
your credit union approved a proposition to
convert from federal share (deposit) insurance to private insurance. You are encouraged to attend a special meeting of our credit union at (insert address) on (insert time
and date) to address this proposition.
PURPOSE OF MEETING
The meeting has two purposes:

Currently, your accounts have share insurance provided by the National Credit Union
Administration, an agency of the federal
government. The basic federal coverage is up
to $100,000, but accounts may be structured
in different ways, such as joint accounts,
payable-on-death accounts, or IRA accounts,
to achieve federal coverage of much more
than $100,000. If the conversion is approved,
your federal insurance will terminate on the
effective date of the conversion. Instead,
your accounts in the credit union will be insured up to $(insert dollar amount) by (insert
name of insurer), a corporation chartered by
the State of (insert name of State). The federal insurance provided by the National
Credit Union Administration is backed by
the full faith and credit of the United States
government. The private insurance you will
receive from (insert name of insurer), however, is not guaranteed by the federal or any
state or local government.

IF THIS CONVERSION IS APPROVED, AND THE (insert name of credit
union) FAILS, THE FEDERAL GOVERNMENT DOES NOT GUARANTEE YOU

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WILL GET YOUR MONEY BACK.

Also, because this conversion, if approved,
would result in the loss of federal share insurance, the credit union will, at any time
between the approval of the conversion and
the effective date of conversion and upon request by the member, permit all members
who have share certificates or other term accounts to close the federally-insured portion
of those accounts without an early withdrawal penalty. (This is an optional sentence. It may be deleted without the approval of the Regional Director. The members must be informed about this right, however, as described in 12 CFR 708b.204(c).)
The board of directors has concluded that
the proposed conversion is desirable for the
following reasons: (insert reasons). (This is
an optional paragraph. It may be deleted
without the prior approval of the Regional
Director.)
The proposed conversion will result in the
following one-time cost associated with the
conversion: (List the total estimated dollar
amount, including (1) the cost of conducting

the vote, (2) the cost of changing the credit
union’s name and insurance logo, and (3) attorney and consultant fees.)
The conversion must have the approval of
a majority of members who vote on the proposal, provided at least 20 percent of the
total membership participates in the voting.
Enclosed with this Notice of Special Meeting is a ballot. If you cannot attend the
meeting, please complete the ballot and return it to (insert name and address of independent entity conducting the vote) by no
later than (insert time and date). To be
counted, your ballot must reach us by that
date and time.
By order of the board of directors.
(signature of Board Presiding Officer)
(insert title and date)

(c) Form ballot:

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National Credit Union Administration

§ 708b.301

BALLOT FOR CONVERSION TO NONFEDERALLYINSURED STATUS
(INSERT NAME OF CONVERTING CREDIT UNION)
Name of Member: (insert name)
Account Number: (insert account number)
The credit union must receive this ballot
by (insert date and time for vote). Please
mail or bring it to: (Insert name of independent entity and address).
I understand if the conversion of the (insert name of credit union) is approved, the
National Credit Union Administration share

(deposit) insurance I now have, up to $100,000,
or possibly more if I use different account
structures, will terminate upon the effective
date of the conversion. Instead, my shares in
the (insert name of credit union) will be insured up to $(insert dollar amount) by (insert
name of insurer), a corporation chartered by
the State of (insert name of state). The federal insurance provided by the National
Credit Union Administration is backed by
the full faith and credit of the United States
Government. The private insurance provided
by (insert name of insurer) is not.

I FURTHER UNDERSTAND THAT IF THIS CONVERSION IS APPROVED
AND THE (insert name of credit union) FAILS, THE FEDERAL
GOVERNMENT DOES NOT GUARANTEE THAT I WILL GET MY MONEY
BACK.

I vote on the proposal as follows (check
one box):
[ ] Approve the conversion to private insurance and authorize the Board of Directors
to take all necessary action to accomplish
the conversion.
[ ] Do not approve the conversion to private insurance.
Signed:
Date:

lllllllllllllllllll
(Insert printed member’s name)
llllllllllllllllllll

(d) Form certification of member
vote to NCUA:

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CERTIFICATION OF VOTE ON CONVERSION TO
NONFEDERALLY-INSURED STATUS
We, the undersigned officers of the (insert
name of converting credit union), certify the
completion of the following actions:
1. At a meeting on (insert date), the Board
of Directors adopted a resolution to seek the
conversion of our primary share insurance
coverage from NCUA to (insert name of private insurer).
2. Not more than 30 nor less than 7 days before the date of the vote, copies of the notice
of special meeting and the ballot, as approved by the National Credit Union Administration, were mailed to our members.
3. The credit union arranged for the conduct of a special meeting of our members at
the time and place announced in the Notice
to consider and act upon the proposed conversion.
4. At the special meeting, the credit union
arranged for an explanation of the conversion to the members present at the special
meeting.

5. The (insert name), an entity independent
of the credit union, conducted the membership vote at the special meeting. The members voted as follows:
(insert) Number of total members
(insert) Number of members present at the
special meeting
(insert) Number of members present who
voted in favor of the conversion
(insert) Number of members present who
voted against the conversion
(insert) Number of additional written ballots in favor of the conversion
(insert) Number of additional written ballots opposed to the conversion
(insert ‘‘20% or more’’) OR (insert ‘‘Less
than 20%’’) of the total membership voted.
Of those who voted, a majority voted (insert
‘‘in favor of’’) OR (‘‘against’’) conversion.
The action of the members at the special
meeting was recorded in the minutes.
This certification signed the (insert date).
(signature of Board Presiding Officer)
(insert typed name and title)
(signature of Board Secretary)
(insert typed name and title)
I (insert name), an officer of the (insert
name of independent entity that conducted
the vote), hereby certify that the information recorded in paragraph 5 above is accurate.
This certification signed the (insert date):
(signature of officer of independent entity)
(typed name, title, and phone number)
[70 FR 3288, Jan. 24, 2005, as amended at 73
FR 30477, May 28, 2008]

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§ 708b.302

12 CFR Ch. VII (1–1–16 Edition)

§ 708b.302 Conversion of
(Federal Credit Union).

insurance

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Unless the Regional Director approves the use of different forms, a federal credit union must use the following forms in this section in connection with a conversion to a nonfederally-insured state charter.
(a) Form letter notifying NCUA of intent to convert:
(insert name), NCUA Regional Director
(insert address of NCUA Regional Director)
Re: Notice of Intent To Convert to State
Charter and to Private Share Insurance
Dear Director (insert name):
In accordance with federal law at title 12,
United States Code Section 1785(b)(1)(D), I
request the National Credit Union Administration approve the conversion of (insert
name of federal credit union) to a state charter in (insert name of state) and from federal
share insurance to private primary share insurance with (insert name of private insurance company).
On (insert date), the board of directors of
(insert name of credit union) resolved to pursue the charter conversion and the conversion from federal insurance to private insurance. A copy of the resolution is enclosed.
On (insert date), the credit union plans to
solicit the vote of our members on the conversion. The credit union will employ (insert
name, address, and telephone number of
independent entity) to conduct the vote. The
credit union will use the form notice and ballot required by NCUA regulations, and will
certify the results to NCUA as required by
NCUA regulations.
Aside from the notice and ballot, the credit
union (does)(does not) intend to provide our
members with additional written information about the conversion. I understand that
NCUA regulations forbid any communications to members, including communications
about NCUA insurance or private insurance,
that are inaccurate or deceptive.
I have enclosed a copy of a letter from (insert name and title of state regulator) indicating approval of our conversion to a state
charter.
(Insert name of State) allows credit unions
to obtain primary share insurance from (insert name of private insurance company). I
have enclosed a copy of a letter from (insert
name and title of state regulator) establishing that (insert name of private insurer)
has the authority to provide (insert name of
credit union), after conversion to a state
charter, with primary share insurance.
I have enclosed a copy of a letter from (insert name of private insurer) indicating it
has accepted (insert name of credit union)
for primary share insurance and will insure

the credit union immediately upon the date
that it loses its federal share insurance.
I am aware of the requirements of 12 U.S.C.
1831t(b), including all notification and acknowledgment requirements.
Enclosed you will also find other information required by NCUA’s Chartering and
Field of Membership Manual, Chapter 4,
§ III.C.
The point of contact for conversion matters is (insert name and title of credit union
employee), who can be reached at (insert
telephone number).
Sincerely,
(signature),
Chief Executive Officer.
Enclosures

(b) Form notice to members of intent
to convert and special meeting of members:
NOTICE OF PROPOSAL TO CONVERT TO A STATE
CHARTER AND TO NONFEDERALLY-INSURED
STATUS AND SPECIAL MEETING OF MEMBERS

(INSERT NAME OF CONVERTING CREDIT UNION)
On (insert date), the board of directors of
your credit union approved a proposition to
convert from federal share (deposit) insurance to private insurance and to convert
from a federal credit union to a state-chartered credit union. You are encouraged to attend a special meeting of our credit union at
(insert address) on (insert time and date) to
address this proposition.
PURPOSE OF MEETING
The meeting has two purposes:
1. To consider and act upon a proposal to
convert your credit union from a federal
charter to a state charter and your account
insurance from federal insurance to private
insurance.
2. To approve the action of the Board of Directors in authorizing the officers of the
credit union to carry out the proposed conversion.
INSURANCE CONVERSION
Currently, your accounts have share insurance provided by the National Credit Union
Administration, an agency of the federal
government. The basic federal coverage is up
to $100,000, but accounts may be structured
in different ways, such as joint accounts,
payable-on-death accounts, or IRA accounts,
to achieve federal coverage of much more
than $100,000. If the conversion is approved,
your federal insurance will terminate on the
effective date of the conversion. Instead,
your accounts in the credit union will be insured up to $(insert dollar amount) by (insert
name of insurer), a corporation chartered by

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National Credit Union Administration

§ 708b.302

the State of (insert name of State). The federal insurance provided by the National
Credit Union Administration is backed by
the full faith and credit of the United States

government. The private insurance you will
receive from (insert name of insurer), however, is not guaranteed by the federal or any
state or local government.

IF THIS CONVERSION IS APPROVED, AND THE (insert name of credit
union) FAILS, THE FEDERAL GOVERNMENT DOES NOT GUARANTEE YOU
WILL GET YOUR MONEY BACK.

Also, because this conversion, if approved,
would result in the loss of federal share insurance, the credit union will, at any time
between the approval of the conversion and
the effective date of conversion and upon request of the member, permit all members
who have share certificates or other term accounts to close the federally-insured portion
of those accounts without an early withdrawal penalty. (This is an optional sentence. It may be deleted without the approval of the Regional Director. The members must be informed about this right, however, as described in 12 CFR 708b.204(c).)
The board of directors has concluded that
the proposed conversion is desirable for the
following reasons: (Insert reasons). (This is
an optional paragraph. It may be deleted
without the approval of the Regional Director.).
The proposed conversion will result in the
following one-time cost associated with the
conversion: (List the total estimated dollar
amount, including (1) the cost of conducting
the vote, (2) the cost of changing the credit
union’s name and insurance logo, and (3) attorney and consultant fees.)
The conversion must have the approval of
a majority of members who vote on the proposal, provided at least 20 percent of the
total membership participates in the voting.
Enclosed with this Notice of Special Meeting is a ballot. If you cannot attend the
meeting, please complete the ballot and return it to (insert name and address of independent entity conducting the vote) by no

later than (insert time and date). To be
counted, your ballot must reach us by that
date and time.
By order of the board of directors.
(signature of Board Presiding Officer)
(insert title and date)

(c) Form ballot:
BALLOT FOR CONVERSION TO STATE CHARTER
AND NONFEDERALLY-INSURED STATUS
(INSERT NAME OF CONVERTING CREDIT UNION)
Name of Member: (insert name)
Account Number: (insert account number)
The credit union must receive this ballot
by (insert date and time for vote). Please
mail or bring it to: (Insert name of independent entity and address).
I understand if the conversion of the (insert name of credit union) is approved, the
National Credit Union Administration share
(deposit) insurance I now have, up to $100,000,
or possibly more if I use different accounts
structures, will terminate upon the effective
date of the conversion. Instead, my shares in
the (insert name of credit union) will be insured up to $(insert dollar amount) by (insert
name of insurer), a corporation chartered by
the State of (insert name of state). The federal insurance provided by the National
Credit Union Administration is backed by
the full faith and credit of the United States
Government. The private insurance provided
by (insert name of insurer) is not.

I FURTHER UNDERSTAND THAT, IF THIS CONVERSION IS APPROVED
AND THE (insert name of credit union) FAILS, THE FEDERAL
GOVERNMENT DOES NOT GUARANTEE THAT I WILL GET MY MONEY

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BACK.

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§ 708b.303

12 CFR Ch. VII (1–1–16 Edition)

I vote on the proposal as follows (check
one box):
[ ] Approve the conversion of charter and
conversion to private insurance and authorize the Board of Directors to take all necessary action to accomplish the conversion.
[ ] Do not approve the conversion of charter and the conversion to private insurance.
Signed: lllllllllllllllllll
(Insert printed member’s name)
Date: llllllllllllllllllll

(d) Form certification to NCUA of
member vote:

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CERTIFICATION OF VOTE ON CONVERSION TO
STATE CHARTER AND NONFEDERALLY-INSURED STATUS
We, the undersigned officers of the (insert
name of converting credit union), certify the
completion of the following actions:
1. At a meeting on (insert date), the Board
of Directors adopted a resolution to seek the
conversion of our credit union to a state
charter and the conversion of our primary
share insurance coverage from NCUA to (insert name of private insurer).
2. Not more than 30 nor less than 7 days before the date of the vote, copies of the notice
of special meeting and ballot, as approved by
the National Credit Union Administration,
were mailed to our members.
3. The credit union arranged for the conduct of a special meeting of our members at
the time and place announced in the Notice
to consider and act upon the proposed conversion.
4. At the special meeting, the credit union
arranged for an explanation of the conversion to the members present at the special
meeting.
5. The (insert name), an entity independent
of the credit union, conducted the membership vote at the special meeting. The members voted as follows:
(insert) Number of total members
(insert) Number of members present at the
special meeting
(insert) Number of members present who
voted in favor of the conversion
(insert) Number of members present who
voted against the conversion
(insert) Number of additional written ballots in favor of the conversion
(insert) Number of additional written ballots opposed to the conversion
(insert ‘‘20% or more’’) OR (insert ‘‘Less
than 20%’’) of the total membership voted.
Of those who voted, a majority voted (inset
‘‘in favor of’’) OR (‘‘against’’) conversion.
The action of the members at the special
meeting was recorded in the minutes.
This certification signed the (insert date).
(signature of Board Presiding Officer)
(insert typed name and title)
(signature of Board Secretary)

(insert typed name and title)
I (insert name), an officer of the (insert
name of independent entity that conducted
the vote), hereby certify that the information recorded in paragraph 5 above is accurate.
This certification signed the (insert date):
(signature of officer of independent entity)
(typed name, title, and phone number)
[70 FR 3288, Jan. 24, 2005, as amended at 73
FR 30477, May 28, 2008; 75 FR 34621, June 18,
2010]

§ 708b.303 Conversion of insurance
through merger.
Unless the Regional Director approves the use of different forms, a federally-insured credit union that is
merging into a nonfederally-insured
credit union must use the forms in this
section.
(a) Form notice to members of intent
to merge and convert and special meeting of members:
NOTICE OF SPECIAL MEETING ON PROPOSAL TO
MERGE AND CONVERT TO NONFEDERALLY-INSURED STATUS
(INSERT NAME OF MERGING CREDIT UNION)
On (insert date), the Board of Directors of
your credit union approved a proposition to
merge with (insert name of continuing credit
union) and to convert from federal share (deposit) insurance to private insurance. You
are encouraged to attend a special meeting
of our credit union at (insert address) on (insert time and date).
PURPOSE OF MEETING
The meeting has two purposes:
1. To consider and act upon a proposal to
merge our credit union with (insert name of
continuing credit union), the continuing
credit union.
2. To approve the action of the Board of Directors of our credit union in authorizing the
officers of the credit union, subject to member approval, to carry out the proposed
merger.
If this merger is approved, our credit union
will transfer all its assets and liabilities to
the continuing credit union. As a member of
our credit union, you will become a member
of the continuing credit union. On the effective date of the merger, you will receive
shares in the continuing credit union for the
shares you own now in our credit union.
INSURANCE CONVERSION
Currently, your accounts have share insurance provided by the National Credit Union
Administration, an agency of the federal
government. The basic federal coverage is up

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National Credit Union Administration

§ 708b.303

to $100,000, but accounts may be structured
in different ways, such as joint accounts,
payable-on-death accounts, or IRA accounts,
to achieve federal coverage of much more
than $100,000. If the merger is approved, your
federal insurance will terminate on the effective date of the merger. Instead, your accounts in the credit union will be insured up
to $(insert dollar amount) by (insert name of

insurer), a corporation chartered by the
State of (insert name of State). The federal
insurance provided by the National Credit
Union Administration is backed by the full
faith and credit of the United States government. The private insurance you will receive
from (insert name of insurer), however, is
not guaranteed by the federal or any state or
local government.

IF THIS MERGER IS APPROVED AND THE (insert name of continuing
credit union) FAILS, THE FEDERAL GOVERNMENT DOES NOT
GUARANTEE YOU WILL GET YOUR MONEY BACK.

Also, because this merger, if approved,
would result in the loss of federal share insurance, the (insert name of merging credit
union) will, at any time between the approval of the merger and the effective date of
merger and upon request of the member, permit all members who have share certificates
or other term accounts to close the federally-insured portion of those accounts without an early withdrawal penalty. (This is an
optional sentence. It may be deleted without
the approval of the Regional Director. The
members must be informed about this right,
however, as described in 12 CFR 708b.204(c).)

(b) Form ballot:

OTHER INFORMATION RELATED TO THE
PROPOSED MERGER

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version to Nonfederally-insured Status. If
you cannot attend the meeting, please complete the ballot and return it to (insert name
of independent entity conducting vote) at
(insert mailing address) by no later than (insert date and time). To be counted, your ballot must reach (insert name of independent
entity conducting vote) by the date and time
announced for the meeting.
By order of the board of directors.
(signature of Board Presiding Officer)
(insert name and title of Board Presiding Officer) (insert date)

The directors of the participating credit
unions carefully analyzed the assets and liabilities of the participating credit unions
and appraised each credit union’s share values. The appraisal of the share values appears on the attached individual and consolidated financial statements of the participating credit unions.
The directors of the participating credit
unions have concluded that the proposed
merger is desirable for the following reasons:
(insert reasons)
The Board of Directors of our credit union
believes the merger should include/not include an adjustment in shares for the following reasons: (insert reasons)
The main office of the continuing credit
union will be as follows: (insert location)
The branch office(s) of the continuing credit union will be as follows: (insert locations)
The merger must have the approval of a
majority of members who vote on the proposal, provided at least 20 percent of the
total membership participates in the voting.
Enclosed with this Notice of Special Meeting is a Ballot for Merger Proposal and Con-

BALLOT FOR MERGER PROPOSAL AND CONVERSION TO NONFEDERALLY-INSURED STATUS
Name of Member: (insert name)
Account Number: (insert account number)
The credit union must receive this ballot
by (insert date and time for vote). Please
mail or bring it to: (Insert name of independent entity and address)
I understand if the merger or conversion of
the (insert name of merging credit union)
into the (insert name of continuing credit
union) is approved, the National Credit
Union Administration share (deposit) insurance I now have, up to $100,000, or possibly
more if I use different account structures,
will terminate upon the effective date of the
conversion. Instead, my shares in the (insert
name of credit union) will be insured up to
$(insert dollar amount) by (insert name of
insurer), a corporation chartered by the
State of (insert name of state). The federal
insurance provided by the National Credit
Union Administration is backed by the full
faith and credit of the United States Government. The private insurance provided by (insert name of insurer) is not.

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Pt. 709

12 CFR Ch. VII (1–1–16 Edition)

I FURTHER UNDERSTAND THAT, IF THIS MERGER IS APPROVED AND
THE (insert name of continuing credit union) FAILS, THE FEDERAL
GOVERNMENT DOES NOT GUARANTEE THAT I WILL GET MY MONEY
BACK.

I vote on the proposal as follows (check
one box):
[ ] Approve the merger and the conversion
to private insurance and authorize the Board
of Directors to take all necessary action to
accomplish the merger and conversion.
[ ] Do not approve the merger and the
conversion to private insurance.
Signed: lllllllllllllllllll
(Insert printed member’s name)
Date: llllllllllllllllllll

(c) Form certification of vote:

lpowell on DSK54DXVN1OFR with $$_JOB

CERTIFICATION OF VOTE ON MERGER PROPOSAL
AND
CONVERSION TO NONFEDERALLY-INSURED STATUS OF THE (INSERT NAME OF
MERGING CREDIT UNION)
We, the undersigned officers of the (insert
name of merging credit union), certify the
completion of the following actions:
1. At a meeting on (insert date), the Board
of Directors adopted a resolution approving
the merger of our credit union with (insert
name of continuing credit union).
2. Not more than 30 nor less than 7 days before the date of the vote, copies of the notice
of special meeting and the ballot, as approved by the National Credit Union Administration, and a copy of the merger plan announced in the notice, were mailed to our
members.
3. The credit union arranged for the conduct of a special meeting of our members at
the time and place announced in the Notice
to consider and act upon the proposed merger.
4. At the special meeting, the credit union
arranged for an explanation of the merger
proposal and any changes in federally-insured status to the members present at the
special meeting.
5. The (insert name), and entity independent of the credit union, conducted the
membership vote at the special meeting. At
least 20 percent of our total membership
voted and a majority of voting members
favor the merger as follows:
(insert) Number of total members
(insert) Number of members present at the
special meeting
(insert) Number of members present who
voted in favor of the merger
(insert) Number of members present who
voted against the merger

(insert) Number of additional written ballots in favor of the merger
(insert) Number of additional written ballots opposed to the merger
6. The action of the members at the special
meeting was recorded in the minutes.
This certification signed the (insert date):
(signature of Board Presiding Officer)
(insert typed name and title)
(signature of Board Secretary)
(insert typed name and title)
I (insert name), an officer of the (insert
name of independent entity that conducted
the vote), hereby certify that the information recorded in paragraph 5 above is accurate.
This certification signed the (insert date):
(signature of officer of independent entity)
(typed name, title, and phone number)
[70 FR 3288, Jan. 24, 2005, as amended at 73
FR 30477, May 28, 2008]

PART 709—INVOLUNTARY LIQUIDATION
OF
FEDERAL
CREDIT
UNIONS AND ADJUDICATION OF
CREDITOR CLAIMS INVOLVING
FEDERALLY
INSURED
CREDIT
UNIONS IN LIQUIDATION
Sec.
709.0 Scope.
709.1 Definitions.
709.2 NCUA Board as liquidating agent.
709.3 Challenge to revocation of charter and
involuntary liquidation.
709.4 Powers and duties of liquidating
agent.
709.5 Payout priorities in involuntary liquidation.
709.6 Initial determination of creditor
claims by the liquidating agent.
709.7 Procedures for appeal of initial determination.
709.8 Administrative appeal of the initial
determination.
709.9 Expedited determination of creditor
claims.
709.10 Treatment by conservator or liquidating agent of financial assets transferred
in
connection
with
a
securitization or participation.

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