[Federal Register Volume 69, Number 147 (Monday, August 2, 2004)]
[Proposed Rules]
[Pages 46111-46116]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-17463]


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NATIONAL CREDIT UNION ADMINISTRATION

12 CFR Part 708a


Conversion of Insured Credit Unions to Mutual Savings Banks

AGENCY: National Credit Union Administration (NCUA).

ACTION: Proposed rule with request for comments.

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SUMMARY: NCUA proposes to update its rule regarding conversion of 
insured credit unions to mutual savings banks. The proposal requires a 
converting credit union to provide its members with additional 
disclosures about the conversion before conducting a member vote. The 
proposal also requires vote be by secret ballot and be conducted by an 
independent entity. Finally, the proposal requires a federally-insured 
state credit union to provide NCUA with conversion related information 
about the law of the state under which the credit union is chartered.

DATES: Comments must be received on or before October 1, 2004.

ADDRESSES: You may submit comments by any of the following methods 
(Please send comments by one method only):
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     NCUA Web site: http://www.ncua.gov/RegulationsOpinionsLaws/proposed_regs/proposed_regs.html. Follow the 
instructions for submitting comments.
     E-mail: Address to [email protected]. Include ``[Your 
name] Comments on Proposed Rule 708a, Conversion of Insured Credit 
Unions to Mutual Savings Banks'' in the e-mail subject line.
     Fax: (703) 518-6319. Use the subject line described above 
for e-mail.
     Mail: Address to Becky Baker, Secretary of the Board, 
National Credit Union Administration, 1775 Duke Street, Alexandria, 
Virginia 22314-3428.
     Hand Delivery/Courier: Same as mail address.

FOR FURTHER INFORMATION CONTACT: Frank S. Kressman, Staff Attorney, at

[[Page 46112]]

the above address, or telephone: (703) 518-6540.

SUPPLEMENTARY INFORMATION:

A. Background

    The Credit Union Membership Access Act (CUMAA) was enacted into law 
on August 7, 1998. Public Law 105-21. Section 202 of CUMAA amended the 
provisions of the Federal Credit Union Act concerning conversion of 
insured credit unions to mutual savings banks. 12 U.S.C. 1785(b). CUMAA 
required NCUA to promulgate final rules regarding charter conversions 
that were: (1) Consistent with CUMAA; (2) consistent with the charter 
conversion rules promulgated by other financial regulators; and (3) no 
more or less restrictive than rules applicable to charter conversions 
of other financial institutions. NCUA issued rules in compliance with 
this mandate. 63 FR 65532 (November 27, 1998); 64 FR 28733 (May 27, 
1999).
    Since the enactment of CUMAA, NCUA has grown concerned that many 
credit union members do not appreciate the effect a conversion may have 
on their ownership interests in the credit union and voting power in 
the mutual savings bank. In February 2004, NCUA amended part 708a to 
require a converting credit union to disclose additional information to 
its members to better educate them regarding the conversion. 69 FR 8548 
(February 25, 2004). NCUA solicited public comment as part of that 
rulemaking. Some commenters suggested that, among other things, NCUA 
should have imposed more disclosures and requirements on converting 
credit unions. Many offered specific suggestions. NCUA noted at that 
time that many of those suggestions deserved further consideration but 
were beyond the scope of the proposal and would have to be considered 
in a future rulemaking. This proposal considers some of those 
suggestions and further addresses NCUA's ongoing concerns about 
protecting members' interests in the conversion process.

B. Discussion

    CUMAA provides that an insured credit union may convert to a mutual 
savings bank without the prior approval of NCUA, but it also requires 
NCUA to administer the member vote on conversion and review the methods 
and procedures by which the vote is taken. This is reflected in NCUA's 
conversion rule. The rule requires a converting credit union to provide 
its members with written notice of its intent to convert. 12 CFR Sec.  
708a.4. It also specifies that the member notice must adequately 
describe the purpose and subject matter of the vote on conversion. Id. 
In addition, a converting credit union must notify NCUA of its intent 
to convert. 12 CFR Sec.  708a.5. The credit union must provide for 
NCUA's review a copy of its member notice, ballot, and all other 
written materials it has provided or intends to provide to its members 
in connection with the conversion. Id.
    A converting credit union has the option of submitting these 
materials to NCUA before it distributes them to its members. Id. This 
enables the credit union to obtain NCUA's preliminary determination on 
the methods and procedures of the member vote based on NCUA's review of 
the written materials. NCUA believes its review of these materials is a 
practical and unintrusive way of fulfilling, at least part of, its 
congressionally mandated responsibility to review the methods and 
procedures of the vote.
    If NCUA disapproves of the methods and procedures of the member 
vote, after the vote is conducted, then NCUA is authorized to direct a 
new vote be taken. 12 CFR Sec.  708a.7. NCUA interprets its 
responsibility to review the methods and procedures of the member vote 
to include determining that the member notice and other materials sent 
to the members are accurate and not misleading, all required notices 
are timely, and the membership vote is conducted in a fair and legal 
manner.
    A charter conversion is a sophisticated transaction with 
consequences that may not surface for a number of years and that are 
often not recognizable at the time of conversion to even the most 
astute members. As a result, members cannot make an informed decision 
about how the conversion will affect them unless their credit union 
provides them with this information.
    NCUA is aware that credit unions are not providing some important 
conversion related information effectively to their members. This 
limits members' ability to make informed decisions about a conversion. 
NCUA also has become aware that many credit unions may not be equipped 
to conduct a proper member vote on conversion. Accordingly, as 
discussed more fully below, NCUA proposes to amend the conversion rule 
to require a converting credit union to provide additional disclosures 
to its members. Also, as mentioned in the February 2004 amendments to 
the conversion rule, NCUA proposes to provide guidelines to help 
converting credit unions better understand how they can satisfy the 
regulatory standard that the member vote be conducted in a fair and 
legal manner. In addition to the guidelines, NCUA also proposes to 
amend the rule to require the vote be conducted using secret ballots 
and an independent teller to protect the privacy of each member's vote. 
Finally, NCUA proposes to require a federally-insured state credit 
union to provide NCUA with information about how the law of the state 
under which it is chartered relates to NCUA's conversion rule so that 
NCUA's review of the methods and procedures of the vote includes 
ensuring compliance with applicable state law.

C. Disclosures

    A converting credit union can provide information to its members 
regarding any aspect of the conversion in any format it wishes, 
provided all communications are accurate and not misleading. NCUA only 
requires certain, minimal information to be provided in the notice to 
members. Most converting credit unions choose to provide a great deal 
more information and, while NCUA recognizes this is a way to educate 
members, NCUA is concerned that members may be overwhelmed by the 
volume of information and choose to ignore some or all of the 
information rather than reading through all of it. NCUA does not, 
however, wish to dissuade converting credit unions from communicating 
with their members or limit those communications.
    To balance these competing interests, NCUA will continue to allow a 
converting credit union to communicate with its members as it sees fit, 
but will require that members receive a short, simple disclosure 
prepared by NCUA. This disclosure addresses: (1) Ownership and control 
of the credit union; (2) operating expenses and their effect on rates 
and services; (3) the effect of a subsequent conversion to a stock 
institution; and (4) the costs of conversion. NCUA believes members 
need to be particularly aware of these topics. NCUA recognizes these 
topics might be discussed elsewhere in a credit union's communications 
with its members, but NCUA is concerned that this information may get 
buried in the great volume of other information being provided. 
Accordingly, a converting credit union must include this disclosure in 
a prominent place with each written communication it sends to its 
members regarding the conversion and must take specific steps to ensure 
that the disclosure is conspicuous to the member.
    Officials of many converting credit unions indicate in their 
conversion materials that they are unable to raise capital quickly 
enough to operate their credit unions as they see fit, which often

[[Page 46113]]

includes a desire to pursue rapid growth. These credit unions encourage 
their members to support the conversion to a mutual savings bank as a 
way to overcome this capital restraint. They do not, however, inform 
their members that the conversion process can be expensive and further 
deplete a credit union's capital. NCUA believes members deserve to know 
how much of their money will be spent on the conversion effort. 
Accordingly, as noted, NCUA proposes to require converting credit 
unions to disclose the costs of conversion as part of the above 
disclosure requirements. An accurate cost estimate must take into 
account a host of expenses including printing fees, postage fees, 
advertising, consulting and professional fees, legal fees, staff time, 
the cost of holding a special meeting, conducting the vote, and other 
related expenses.

D. Guidelines for Conducting a Member Vote

    A converting credit union must conduct its member vote on 
conversion in a fair and legal manner. This is not necessarily an easy 
task given that it often requires staff, resources and expertise beyond 
that of many credit unions. A vote that does not satisfy this standard 
denies members their democratic right to decide the fate of their 
credit union and could result in a charter change without the true 
support of the members. NCUA proposes guidelines to avoid these kinds 
of undesirable results. The guidelines address topics such as: (1) 
Understanding the relationship between federal and state law; (2) 
determining voter eligibility; (3) conducting the vote and properly 
tabulating the ballots; (4) third party tellers; and (5) holding a 
special meeting.
    NCUA does not purport these guidelines are an exhaustive checklist 
that guarantees a fair and legal vote. Rather, the guidelines are 
suggestions that provide a framework that, if followed, will help a 
credit union fulfill its regulatory obligations. A converting credit 
union should use these guidelines in conjunction with its own 
independent analysis and planning to tailor the member vote to its 
particular circumstances.

E. Relationship Between State and Federal Law

    Although NCUA's conversion rule applies to all conversions of 
federally-insured credit unions, federally-insured state credit unions 
may also be subject to state law on conversions. As stated in previous 
rulemakings, NCUA's position is that a state legislature or state 
supervisory authority may impose conversion requirements more stringent 
or restrictive than NCUA's. This position is included in the proposed 
rule. In fact, NCUA understands over half the states do not 
specifically permit conversions of credit unions to mutual savings 
banks. Reflecting NCUA's support of the dual chartering system, NCUA 
will defer to a state regulator when appropriate on questions involving 
interpretation of state law.
    When state law applies to a conversion, it can change the 
procedural and substantive requirements a converting credit union must 
satisfy. NCUA needs to understand how state law affects those 
requirements to fulfill its responsibility to review the methods and 
procedures of the member vote. Accordingly, NCUA proposes to require a 
federally-insured state credit union to notify NCUA if the state law 
under which it is chartered permits it to convert to a mutual savings 
bank. The credit union also must inform NCUA if it relies for its 
authority to convert on a state law parity provision, a provision 
permitting a state credit union to operate with the same or similar 
authority as a federal credit union, and if its state regulatory 
authority agrees that it may rely on the parity provision for that 
purpose. Finally, if a federally-insured state credit union relies on a 
state parity provision for authority to convert, NCUA proposes to 
require it to indicate its state regulatory authority's position as to 
whether federal law and regulations or state law will control internal 
governance issues in the conversion such as the requisite membership 
vote for conversion and the determination of a member's eligibility to 
vote.

F. Other

    NCUA understands that members, including those that are employees 
of the credit union, may be intimidated by or otherwise uncomfortable 
with a voting process that does not protect the privacy of their votes. 
NCUA is concerned this will lead some members to choose not to vote or 
to vote in a manner inconsistent with their true wishes. Accordingly, 
NCUA proposes to protect members' privacy by requiring a converting 
credit union to use a secret ballot and an independent entity to 
conduct the vote. NCUA is proposing that converting credit unions use 
third party tellers to conduct the vote meaning that a third party 
teller will be responsible for sending ballots, receipt and safe 
keeping of ballots, verification of ballots, and tabulation of the 
vote. Use of a third party teller heightens not only the integrity of 
the voting process but the confidence that members, including 
employees, will have that their votes will remain confidential.
    The current conversion rule requires a converting credit union to 
provide NCUA with copies of all written materials it sends or intends 
to send to its members in connection with the conversion proposal. NCUA 
is not changing that requirement but wishes to clarify it applies to 
all written materials, including electronic communications posted on 
web sites.
    Finally, commenters to previous amendments to the conversion rule 
have recommended NCUA require converting credit unions provide members 
a meaningful way to share their opinions on the conversion and to 
disclose the views and concerns of the credit union's directors and 
officers who oppose the conversion. NCUA is not inclined to propose a 
regulatory change based on these suggestions but wishes to receive 
public comment on if doing so would be practical and valuable to 
members. NCUA is also open to comments on how this may be accomplished 
with minimal regulatory burden.

Regulatory Procedures

Regulatory Flexibility Act

    The Regulatory Flexibility Act requires NCUA to prepare an analysis 
to describe any significant economic impact a proposed rule may have on 
a substantial number of small credit unions, defined as those under ten 
million dollars in assets. This proposed rule amends the procedures an 
insured credit union must follow to convert to a mutual savings bank. 
Twenty-two credit unions have converted since 1995. NCUA anticipates no 
more than five credit unions per year will convert in the future and it 
is unlikely that any will have less than ten million dollars in assets. 
Accordingly, the amendments would not have a significant economic 
impact on a substantial number of small credit unions, and, therefore, 
a regulatory flexibility analysis is not required.

Paperwork Reduction Act

    Part 708a contains information collection requirements. As required 
by the Paperwork Reduction Act of 1995, (44 U.S.C. 3507(d)), NCUA has 
submitted a copy of this proposed regulation as part of an information 
collection package to the Office of Management and Budget (OMB) for its 
review and approval of a revision to Collection of Information, 
Conversion of Insured Credit Unions to Mutual Savings Banks, Control 
Number 3133-0153.

[[Page 46114]]

    The proposed part 708a ensures that a credit union member receives 
sufficient information to enable him or her to make an informed 
decision regarding a vote on conversion to mutual savings bank and 
promotes the likelihood that the vote will be conducted in a fair and 
legal manner. The proposal also provides NCUA with sufficient 
information to fulfill its statutory obligation to administer the 
member vote on conversion.
    NCUA previously estimated that ten insured credit unions would 
convert to mutual savings banks each year and the annual burden on each 
to comply with the requirements of part 708a would be an average of 15 
to 20 hours. Accordingly, NCUA estimated the total annual collection 
burden would be no more than 200 hours. NCUA estimates the proposal 
will increase the average annual burden per converting credit union to 
between 20 and 23 hours but estimates the number of converting credit 
unions will decrease to no more than five per year. As a result, NCUA 
estimates the total annual collection burden will decrease to no more 
than 115 hours.
    Organizations and individuals that wish to submit comments on this 
information collection requirement should direct them to the Office of 
Information and Regulatory Affairs, OMB, Attn: Mark Menchik, Room 
10226, New Executive Office Building, Washington, DC 20503.
    The NCUA considers comments by the public on this proposed 
collection of information in--
--Evaluating whether the proposed collection of information is 
necessary for the proper performance of the functions of the NCUA, 
including whether the information will have a practical use;
--Evaluating the accuracy of the NCUA's estimate of the burden of the 
proposed collection of information, including the validity of the 
methodology and assumptions used;
--Enhancing the quality, usefulness, and clarity of the information to 
be collected; and
--Minimizing the burden of collection of information on those who are 
to respond, including through the use of appropriate automated, 
electronic, mechanical, or other technological collection techniques or 
other forms of information technology; e.g., permitting electronic 
submission of responses.

    The Paperwork Reduction Act requires OMB to make a decision 
concerning the collection of information contained in the proposed 
regulation between 30 and 60 days after publication of this document in 
the Federal Register. Therefore, a comment to OMB is best assured of 
having its full effect if OMB receives it within 30 days of 
publication. This does not affect the deadline for the public to 
comment to the NCUA on the proposed regulation.

Executive Order 13132

    Executive Order 13132 encourages independent regulatory agencies to 
consider the impact of their actions on state and local interests. In 
adherence to fundamental federalism principles, NCUA, an independent 
regulatory agency as defined in 44 U.S.C. 3502(5), voluntarily complies 
with the executive order. The proposed rule would not have substantial 
direct effects on the states, on the connection between the national 
government and the states, or on the distribution of power and 
responsibilities among the various levels of government. NCUA has 
determined that this proposed rule does not constitute a policy that 
has federalism implications for purposes of the executive order.
    The Treasury and General Government Appropriations Act, 1999--
Assessment of Federal Regulations and Policies on Families
    The NCUA has determined that this proposed rule would not affect 
family well-being within the meaning of section 654 of the Treasury and 
General Government Appropriations Act, 1999, Pub. L. 105-277, 112 Stat. 
2681 (1998).

Agency Regulatory Goal

    NCUA's goal is to promulgate clear and understandable regulations 
that impose minimal regulatory burden. We request your comments on 
whether the proposed rule is understandable and minimally intrusive.

List of Subjects in 12 CFR part 708a

    Charter conversions, Credit unions.

    By the National Credit Union Administration Board on July 22, 2004.

Becky Baker,
Secretary of the Board.
    For the reasons stated above, NCUA proposes to amend 12 CFR part 
708a as follows:

PART 708a--CONVERSION OF INSURED CREDIT UNIONS TO MUTUAL SAVINGS 
BANKS

    1. The authority citation for part 708a continues to read as 
follows:

    Authority: 12 U.S.C. 1766, 12 U.S.C. 1785(b).

    2. Section 708a.4 is amended by adding a sentence at the end of 
paragraph (a) and adding paragraph (e) to read as follows:


Sec.  708a.4  Voting procedures.

    (a) * * * The vote on the conversion proposal must be by secret 
ballot and conducted by an independent entity. The independent entity 
must be 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.
* * * * *
    (e) A converting credit union must include the following 
disclosures with each written communication it sends to its members 
regarding the conversion. The disclosures must be 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. Certain 
portions of the disclosures must be capitalized and bolded, as follows:

------------------------------------------------------------------------
 
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The National Credit Union Administration, the federal government agency
 that supervises credit unions, requires [insert name of credit union]
 to provide the following disclosures.
 
1. OWNERSHIP AND CONTROL. In a credit union, every member has an equal
 vote in the election of directors and other matters concerning
 ownership and control. In a mutual savings bank, ACCOUNT HOLDERS WITH
 LARGER BALANCES USUALLY HAVE MORE VOTES AND, THUS, GREATER CONTROL.
 
2. EXPENSES AND THEIR EFFECT ON RATES AND SERVICES. Credit union
 directors and committee members serve on a volunteer basis. Directors
 of a mutual savings bank are compensated. Credit unions are exempt from
 federal tax and most state taxes. Mutual savings banks pay taxes,
 including federal income tax. If [insert name of credit union] converts
 to a mutual savings bank, these ADDITIONAL EXPENSES MAY CONTRIBUTE TO
 LOWER SAVINGS RATES, HIGHER LOAN RATES, OR ADDITIONAL FEES FOR
 SERVICES.
 

[[Page 46115]]

 
3. SUBSEQUENT CONVERSION TO STOCK INSTITUTION. Conversion to a mutual
 savings bank is often the first step in a two-step process to convert
 to a stock-issuing bank or holding company. In a typical conversion to
 the stock form of ownership, the EXECUTIVES OF THE INSTITUTION PROFIT
 BY OBTAINING STOCK FAR IN EXCESS OF THAT AVAILABLE TO THE INSTITUTION'S
 MEMBERS.
 
4. COSTS OF CONVERSION. The costs of converting a credit union to a
 mutual savings bank are paid from the credit union's current and
 accumulated earnings. Because accumulated earnings are capital and
 represent members' ownership interests in a credit union, the
 conversion costs reduce members' ownership interests. As of [insert
 date], [insert name of credit union] estimates THE CONVERSION WILL COST
 [INSERT DOLLAR AMOUNT] IN TOTAL. That total amount is further broken
 down as follows: [itemize the costs of all expenses related to the
 conversion including printing fees, postage fees, advertising,
 consulting and professional fees, legal fees, staff time, the cost of
 holding a special meeting, conducting the vote, and any other expenses
 incurred].
------------------------------------------------------------------------

    3. Section 708a.5 is amended by redesignating paragraph (b) as 
paragraph (b)(1), adding a sentence at the end of paragraph (b)(1), and 
adding paragraph (b)(2) to read as follows:


Sec.  708a.5  Notice to NCUA.

* * * * *
    (b)(1) * * * The term ``written materials'' includes written 
documentation or information of any sort, including electronic 
communications posted on a web site.
    (b)(2) A federally-insured state chartered credit union must 
include in its notice to NCUA a statement as to whether the state law 
under which it is chartered permits it to convert to a mutual savings 
bank and include a legal citation to the state law providing this 
authority. A federally-insured state chartered credit union will remain 
subject to any state law requirements for conversion that are more 
stringent than those this chapter imposes, including any internal 
governance requirements, such as the requisite membership vote for 
conversion and the determination of a member's eligibility to vote. If 
a federally-insured state chartered credit union relies for its 
authority to convert to a mutual savings bank on a state law parity 
provision, meaning a provision in state law permitting a state 
chartered credit union to operate with the same or similar authority as 
a federal credit union, it must include in its notice a statement that 
its state regulatory authority agrees that it may rely on the state law 
parity provision as authority to convert. If a federally-insured state 
chartered credit union relies on a state law parity provision for 
authority to convert, it must indicate its state regulatory authority's 
position as to whether federal law and regulations or state law will 
control internal governance issues in the conversion such as the 
requisite membership vote for conversion and the determination of a 
member's eligibility to vote.
* * * * *
    4. Add section 708a.11 to read as follows:


Sec.  708a.11  Voting Guidelines.

    A converting credit union must conduct its member vote on 
conversion in a fair and legal manner. These guidelines are not an 
exhaustive checklist that guarantees a fair and legal vote but are 
suggestions that provide a framework to help a credit union fulfill its 
regulatory obligations.
    1. Understanding the relationship between federal and state law.
    While NCUA's conversion rule applies to all conversions of 
federally-insured credit unions, federally-insured state chartered 
credit unions (FISCUs) are also subject to state law on conversions. 
NCUA's position is that a state legislature or state supervisory 
authority may impose conversion requirements more stringent or 
restrictive than NCUA's. States that permit this kind of conversion 
could have substantive and procedural requirements that vary from 
federal law. For example, there could be different voting standards for 
approving a vote. While NCUA's rule requires a simple majority of those 
who vote to approve a conversion, some states have higher voting 
standards requiring two-thirds or more of those who vote. A FISCU 
should be careful to understand both federal and state law to navigate 
the conversion process and conduct a proper vote.
    2. Determining voter eligibility.
    Determining who is eligible to cast a ballot is fundamental to any 
vote. No conversion vote can be fair and legal if some members are 
improperly excluded. A converting credit union should be cautious to 
identify all eligible members and make certain they are included on its 
voting list. NCUA recommends that a converting credit union establish 
internal procedures to manage this task.
    A converting credit union should be careful to make certain its 
member list is accurate and complete. For example, when a credit union 
converts from paper record keeping to computer record keeping, some 
members' names may not transfer unless the credit union is careful in 
this regard. This same problem can arise when a credit union converts 
from one computer system to another where the software is not 
completely compatible.
    Problems with keeping track of who is eligible to vote can also 
arise when a credit union converts from a federal charter to a state 
charter or vice versa. NCUA is aware of an instance where a federal 
credit union used membership materials that allowed two or more 
individuals to open a joint account and also allowed each to become a 
member. The federal credit union later converted to a state chartered 
credit union that, like most other state chartered credit unions in its 
state, used membership materials that allowed two or more individuals 
to open a joint account but only allowed the first person listed on the 
account to become a member. The other individuals did not become 
members as a result of their joint account. To become members, those 
individuals were required to open another account where they were the 
first or only person listed on the account. Over time, some individuals 
who became members of the federal credit union as the second person 
listed on a joint account were treated like those individuals who were 
listed as the second person on a joint account opened directly with the 
state chartered credit union. Specifically, both of those groups were 
treated as non-members not entitled to vote. This example makes the 
point that a credit union must be diligent in maintaining a reliable 
membership list.
    3. Holding a special meeting.
    NCUA's conversion rule requires a converting credit union to permit 
members to vote by written mail ballot or in person at a special 
meeting held for the purpose of voting on the conversion. Although most 
members may choose to vote by mail, a significant number may choose to 
vote in person. As a result, a converting credit union should be 
careful to conduct its special meeting in a manner conducive to 
accommodating all members that wish to attend. That includes selecting 
a meeting location that can accommodate

[[Page 46116]]

the anticipated number of attendees and is conveniently located. The 
meeting should also be held on a day and time suitable to most members' 
schedules. A credit union should conduct its meeting in accordance with 
applicable federal and state law, its bylaws and Robert's Rules of 
Order and determine before the meeting the nature and scope of any 
discussion to be permitted.

[FR Doc. 04-17463 Filed 7-30-04; 8:45 am]
BILLING CODE 7535-01-P