"Our board decided to fix the roof while the sun is still shining," Hearne is quoted as telling the paper. He did not go into details about just which regulations the CU considered too restricting.

Hearne denied that anyone in the CU's leadership had made the charter change decision for financial gain, noting that if the CU becomes a bank it will not have a stock-based employee compensation plan unless depositors vote to approve one. Significantly, the CU could not have a stock-based employee compensation plan unless it, in fact, issued stock and Hearne's statement leaves that question unanswered.

The meetings Lafayette scheduled were slated for the Agency For International Development headquarters on Sept. 9, the headquarters of the U.S. Small Business Administration on Sept. 12 and the headquarters of the U.S. Export Import Bank on Sept. 14.

Between 60 and 70 members attended the meeting at the USAID headquarters and all the members present let Hearne and one of the CU's board members know that they were not in favor of the CU becoming a bank, according to members who attended the meeting.

One attendee said that Hearne and the board member explained their thinking on making the change included a wish to put more of the CU's money into business lending. Then, the member added, "heated discussion" ensued with most of the speakers taking a stand against the conversion.

Another attendee said that that during the entire proceeding not one member of the CU rose to support the charter change. Scott Stein, a member of the CU who has been up front about organizing resistance to the charter change, said that the meeting had been scheduled too quickly and that because of the meeting schedule and secure location not all of the CU's members who might have wanted to attend were able to do so.

"I think if they could have done so, even more members would have come," Stein said.

One factor causing concern among the CU's USAID members are the numbers of them who are currently overseas and may not receive their disclosure packets and ballots in time to cast votes on the proposal, Stein and others said.

More questions were raised at the Sept. 12 meeting at the SBA. About 75 members attended this meeting, which was held in a conference room of the headquarters of the Small Business Administration where most of the members attending the meeting worked.

Members at the meeting who reported afterward described its atmosphere as "skeptical" and "a little tense" as Hearne and a board member who used to work for the SBA tried to explain to the assembled members how they would benefit if the credit union changed to a mutual thrift charter.

One member noted that lack of recognition might have been a big part of the gap Hearne needed to overcome since many of the crowd didn't know who he was, and one member finally just came out and asked. As at the USAID meeting, none of the members rose to praise the charter change idea and one member said she got the distinct impression members were remaining guarded about a proposal they essentially opposed.

"I don't think many people are going to go for it," one member said afterward, "but they weren't going to say right then in front of him," she added.

Audrey Sturdivant, an analyst at the SBA, estimated 50% of the members at the meeting were against the charter change and another 50% were undecided. She noted that Hearne suggested that the charter change was not to a bank charter but to a mutual thrift charter and that he would not say that the institution would not go on to become a stock-issuing bank at a later date.

"That's what they don't get. People want this to be a credit union because they know that when they need a fair shake they are more likely to get one from their credit union," Sturdivant said. "If they wanted to go to a bank there are plenty of banks to choose from."

Significantly, the question of whether Lafayette will be able to retain its locations in the federal buildings where many of its members work may be one of the issues that makes up the minds of many members about the conversion.

Regulations that permit the credit union to operate branches in federal civilian facilities either rent-free or at reduced rent are ambiguous as to whether the CU would be able to keep doing so as a for-profit bank which serves the general public.

"We really don't see how the credit union's move could help members if it means that they are no longer going to have branches where we work," Sturdivant added. Her comments echoed the previous remarks of other members who praised the CU's convenience as a very important factor in their ongoing relationship with it. "If they want us to vote for this change they are going to have to tell us how this is going to help us," she said. "So far, they haven't done that." –[email protected]