Credit Union Service Organizations The American Experience. Guy A. Messick General Counsel National Association of Credit Union Service Organizations
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1 Credit Union Service Organizations The American Experience Guy A. Messick General Counsel National Association of Credit Union Service Organizations
2 Why do we collaborate because we have to in order to survive.
3 The net interest margin business model no longer works in the 21 st Century. So how do we respond?
4 Leave Me Alone
5 Just as members working together are stronger, credit unions working together are stronger.
6 CUSOs Help Generate More Interest Income Non-member loans in CUSO Aggregate Expertise and Scale Business, Credit Card, Student and Mortgage Lending Point of Sale Lending Indirect Auto Lending CU Acceptance Elective Medical/Dental Procedures Home Improvement Real Estate CU Realty Indirect Time Shares Loans - Quorum
7 CUSOs Help Generate Non-Interest Income Fees from alternative financial services CUSO Financial Services & Gateway Services Group Fees from referred loans Fees from operational services to customer credit unions CU Next
8 CUSOs Help Generate Net Income by Reducing Operational Costs Savings on operational efficiencies Greater bargaining power with vendors Examples: Open Technology Solutions & CU Answers
9 CUSOs Help Credit Unions Innovate Credit unions are by nature in the box organizations that provide basic lending and depository services within a tight regulatory framework. By comparison, CUSOs offer a much more innovative and entrepreneurial environment that can put capital to use to provide scale to reduce expenses while increasing expertise.
10 $28 Billion to Save and Earn in US
11 Redesign a Business Model that Works
12 What is a CUSO?
13 A CUSO is A corporation, limited partnership or limited liability company, In which a credit union has a permissible investment and/or loan, Which conducts business activities permitted by the regulations, and Primarily serves credit unions or members of affiliated credit unions.
14 Who regulates a CUSO?
15 Who regulates a CUSO? Every regulator regulating state chartered corporation, limited partnerships, and limited liability companies Every regulator regulating the particular business activity of the CUSO (e.g. insurance & securities) Not the National Credit Union Administration (only the credit union s investment is regulated)
16 What do the NCUA Regulations permit?
17 Purposes of NCUA Regulations Limitation of Risk to Credit Union Limitation of Service Activities Limitation of Customer Base Prohibition of Conflicts of Interests Provide NCUA access to CUSO s books
18 Limitation of Risk - Amount Limits amount credit union can invest & loan to a CUSO 1% of asset size limitation for investment in all CUSOs 1 % of asset size limitation for loans to all CUSOs
19 Limitation of Risk - Structure Limits risk to the amount invested/loaned Shareholder in corporation Limited partner in limited partnership Member in limited liability company Attorney s opinion at formation
20 Business Activities Pre-approved activities set forth in Section of NCUA Regulations New activities Confirm with NCUA General Counsel s Office whether the new activity can be construed to be within the pre-approved powers If not, petition for an amendment to the regulations
21 Limitation of Customer Base Primarily serves Credit unions Members of affiliated credit union (investment, loan or contract with CUSO) Exceptions for minimal investment in a permissible activity such as an ATM network
22 Prohibition of Conflicts of Interests Officials & senior management of affiliated credit unions prohibited from receiving income from CUSO Allows shared employees & reimbursement by CUSO to credit union CUSO may only reimburse for officials and senior management for services within 120 days
23 Provide NCUA Access to CUSO Agreement between credit union & CUSO to: Provide NCUA access to CUSO s books including internal controls Follow GAAP Provide quarterly financial reports Provide annual CPA audit Provide material to review internal controls Is the scope of review the same as an examination? What is done with the report?
24 How do we go about dating, getting married and getting divorced?
25 Dating Is there passion for the enterprise?
26 Dating Visioning Sessions Common Strategic Goals and Needs Common Operating Philosophies Sufficient Resources High Personal Trust Factor Passion, Urgency and Commitment to Success
27 Marriage Use your head and settle the hard questions up front.
28 Ownership Issues Who will we permit to be owners (e.g., just credit unions and CUSOs)? What are the concerns of partnering with non-credit unions? How will new owners be admitted and on what terms? Will there be associate members?
29 Profit, Loss and Expense Issues Will our goal be to make a profit or break even? How will we split the profits and losses, by ownership percentages or usage? Will we use capital for expenses or allocate expenses on a periodic basis? Will we reward credit unions using the CUSO s services (pay or play model)? Do we price the services the same for each owner equally or through some formula method?
30 Service Issues Will we have any limitations on the services the CUSO will provide? Will we have any limitations on service areas? Will we serve non-owners? Will we require exclusivity of services from the owners?
31 Management Issues Will the LLC be run by the owners or by a board of managers? How many will sit on the board? How will the board be appointed? What are the qualifications to sit on the board? Will the CEO or the board of directors of the credit union owners have a seat on the CUSO board? Will there be a maximum number of board seats or will each owner have a representative no matter how many?
32 Management Issues Will the CUSO CEO serve on the board? Will the CUSO have officers? What decisions shall require owner action? What decisions will require unanimous consent, a super majority and a simple majority?
33 Getting Divorced Breaking up does not have to be hard to do.
34 Withdrawal Can an owner withdraw from the CUSO and, if so, how? Will there be a right of first refusal for the sale of ownership units? Can the other owners expel an owner that is delinquent in its obligations or fails to support the CUSO, and if so, how? Will the withdrawing owner be paid back net capital?
35 How do you choose what services to collaborate upon?
36 Adopt a Collaborative Mindset Is there anything you will not collaborate on (e.g., member facing services)? A collaborative solution is considered for all other activity. First seek an existing collaborative solution. Second consider forming a collaborative solution. Third, go it alone.
37 Top Services for Consideration Per Filene Study ACH Transfers Asset Liability Management Bulk Purchasing Business Intelligence Call Centers Card Services Compliance Management
38 Top Services for Consideration Per Filene Study Deposit and Loan Operations Facilities Maintenance General Ledger and Accounting Home Banking Human Resources Internal Audit International Remittances
39 Top Services for Consideration Per Filene Study IT Services Legal Counsel Lending Operations Vendor Due Diligence Payroll Processing Real Estate Mortgages Training and Education Wire Transfers
40 How do you prepare your credit union for collaboration?
41 Develop Credit Union Policy and Staff to Support Collaborations Develop a Co-Source Policy for operational and risk management purposes. Reorganize the management structure to include a staff position to implement the policy ( Co-Source Manager ). Set desired benefit objectives. Prioritize the services that will be co-sourced. Identify the criteria for the selection of co-source partners.
42 Co-Source Policy Establish the method of establishing performance criteria. Establish the method of measuring and reporting on the performance of co-sourced services. Establish the method of curing deficiencies in the performance of co-sourced services. Establish specific staff responsibilities and align their performance metrics to promote the success of the cosourced services.
43 The risk of inaction now exceeds the risk of change.
44 Problems cannot be solved by thinking within the framework in which the problems were created. Albert Einstein
45 My CUSO Experienced Colleagues Mark Zook, Jeff Russell, Ray Crouse and Kirk Drake They will: Describe their CUSO experience. Discuss how their CUSOs have helped the owner and client credit unions. Discuss the organizational and operational issues they have encountered. Discuss their view of how the credit union industry can best use CUSOs and collaboration principals in a revised business model.
46 Resources
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