Clark: Insiders can Make Things (Money) go Their Way
Marv: Indeed, we do see this issue differently. On the surface, I agree that there appears to be as many opinions on the credit union philosophy as there are people, but I think when it comes to the core, just about everybody knows what that philosophy is. You talk about choice. In an anti-conversion environment, choice is still available to management. If there is no longer a desire to be a credit union, for whatever rationale, either find a way to give the member-owners their equity back or liquidate. In a stock conversion, if liquidation is unpalatable, then issue the stock to the membership, require insiders to purchase additional stock if they want more, and do not pay board members, management or others any stock for services rendered. In a mutual conversion, find a way for the members to retain their ownership interest in the new institution in the same proportionate share at the time of the conversion. Anything that does not protect the complete financial interests of the members comes up short. It is a rip-off!! Consider this: Let's say that I purchase 100 shares of IBM in 1960. The company's market is primarily in office equipment, but there is also a mainframe computer division. The company grows over the years, and in 1980 it jumps into a new line of business, personal computers. Office equipment, especially typewriters, becomes effectively obsolete. The PC line grows quickly, and things really take off for the company. It appears that the value of my 100 shares has increased. But wait! Because the company is changing directions, it will restructure and take my stock away, paying me only the value of my original investment. I can buy into the restructured company like any other new investor, but if I just transfer my existing ownership interest, my investment is equal to no more than my original investment, plus interest. Any other appreciation in my ownership interest, including my actual equity share, over the years is just taken away from me. Why? Because the insiders said so! And, because the board and management have done such a good job in growing the company, we will give them stock options or pay them stock for the services they have rendered to the company, even though they already received the benefit of the bargain they struck when they signed on. They get rich, and I get stuck. This is not a perfect parallel, of course. But it is close enough to demonstrate that all the conversion proposals out there take away from the economic interests of the membership of the credit union. If you and your associates can come up with a truly fair system for the members, put it on the table. Otherwise, the proponents should demonstrate their entrepreneurial expertise and start their own financial institution. Their choices should not involve taking away from the members with no quid pro quo. Talk about Big Brother! Russell R. Clark President/CEO Connexis Group Washington Crossing, Pa.