Conference 7.286::dcu

    Re: special meeting:  Sign Me Up.

       I guess I'll still be a member, so count me in.
                                         Denny

Lets go for it.

Ken

Presumably the signatures need to be real signatures on paper. If someone
starts passing around a form to be signed (by members wishing to call a special
meeting), please post the details of where and when the form can be signed.
/egp

.0>    I would like to use the provisions of the bylaws to call a special
.0>    meeting of the members for the purpose of removing the entire BoD and
.0>    calling a new election for the board.  All we need is 200 signatures
.0>    and a clear statement of the agenda.


Should it somehow happen that a reply should appear here containing the
required "clear agenda" and three or four blank lines for signatures, I
for one guarantee that I'll see to it that one copy gets printed out and
the blanks filled with signatures in ink.  Just include whom to send
it to.

Given the nature of this document, I'd do it the "old fashioned"
way.  Don't give them any ammo to be able to dismiss it as
incorrectly done.  By "old fashioned" I mean you should have
people read the statement, and then personally sign the document.
Don't do it via the net or by interoffice mail--Instead, I'd go
around to various sites and sit at a cafeteria table during lunch.
That's the way I've seen petition candidates for the BOD do it.
You can certainly publicize your visits here, or recruit people
to gather signatures.

Given that, I'll voluteer to gather signatures in LKG once we have
a statement drawn up.

Tim

re:  Do it right

Absolutely.  That's what I meant;  apology if there was any lack of clarity.

Publish the petition form/agenda as a note here.  My promise is to print
off a copy, get ink signatures, and send in completed paper petitions.
I imagine many others will promise to do the same.

Make the number of signature lines per sheet small enough so that many
forms will come in promptly, so that no one will hold on to a form having
"only" four completed signatures.

    I think getting 200 signatures won't be a problem. However, if "we" are
    able to get rid of the current BoD, whom do "we" replace them with?
    I think "we" need to think about that. 
    		Cindy
    

        I'm way out in the Chicago area, so I wouldn't be able to attend
        such a meeting in person. 
        
        I will issue my proxy to anyone who will vote the existing BoD out
        of office, and rescind the checking service charges.
        
        I will also solicit signatures in the ACI facility, and submit
        them to the appropriate organizers.
        
        I suggest contacting those who have run unsuccessfully in the past
        dew BoD elections, and seeing if they are willing to straighten
        out this mess and be responsive to the members / owners of the
        DCU.
        

    If someone will send me the petition (to NJO - Parsippany, NJ), I will
    get signatures in this office.
    
    Don't forget us out in the 'boonies'.
    
    	-Barry-
    

    
    I have received nothing but positive response to this idea so I am
    willing to proceed.  However, it is NOT something that can be done by
    one person, or even two people.  It will take the concerted effort of
    MANY people to organize this from day one to the final minute of the
    special meeting.  Simply signing signatures will get us only so far.
    And believe it or not, there are probably MANY DCU members who aren't
    aware of this.  If we are to undertake this, it must be done right,
    and it must be thorough to be successful.
    
    AWARENESS
    ---------
    We need to make as many members aware of the situation and make them
    aware that there IS an alternative.  They don't have to leave DCU. 
    They don't have to just pay through the nose.  We need people to start
    talking to fellow DCU members to get them on board.
    
    ALTERNATIVES
    ------------
    As has been previosly stated, we need to offer alternatives to the
    current BoD.  There are provisions in the bylaws for elections at
    special meetings.  We will need a new group of people willing to serve
    on the BoD, at least until the next regular election.
    
    ORGANIZATION
    ------------
    We need to have a well organized campaign to make this happen.  A BIG
    part of that campaign will be to get a large number of people that want
    change to SHOW UP at the special meeting.  If we don't show up in
    force, all this will have been for nothing.
    
    We need groups of people willing to devote time and energy to making
    people aware, collecting signatures, and "turning out the vote".  While
    not wishing to insult people out of the 3M area (it includes me!), we
    will need to focus most of our energy in Nashua, Litteton, Maynard and
    Marlboro.  Signature gathering should be CORPORATE WIDE however.  But
    the people in this area are the ones that are going to have to show up
    to the special meeting and make it happen.  Proxies was the FIRST thing
    I checked the bylaws for!  Unfortunately, they are prohibited.  Believe
    it or not, but only 15 people are required for a quorum at the special
    meeting.
    
    I would like to have MUCH more than 200 signatures.  I think we need to
    get as many as we can to show how many people are behind this movement.
    
    I have a form used for petitioning to be on the ballot for BoD
    elections.  I will write up the agenda of the special meeting
    (suggestions & submissions welcomed!) and append it to this signature
    form.   When we have the required volunteers from the 4 sites (and people 
    in other sites to collect signatures), we will hold an organizational
    meeting.  After we are all in synch and know exactly what is to be
    done, who will do it and when, we will start the signature collecting
    process.  Watch this conference for postings of when & where you can
    sign.
    
    Phil Gransewicz
    TTB1-2/B2
    GUFFAW::GRANSEWICZ

I thought some more on this...

1. Definitely get plenty of signatures, at least 400.  They will be
   challenged and tossed out on arbitrary grounds (name not signed
   EXACTLY the same as is listed on the membership rolls, address
   incorrect, etc).

2. We should be prepared for legal action.  The board may just toss
   out the entire petition and dare us to go to court.

3. No proxies is GREAT news!  The board won't be able to get the
   support of the disinterested majority -- those who show will be
   able to call the tune.

4. Stop plotting here where the board can read our plans...:-)

5. Can the board change the rules regarding special meetings?  I think
   so.  We should move quickly.

Tim 

        Proxies prohibited? Great! I'm disenfranchised again by the DCU.

    For everyone like you, the board would bring proxies from 100 people
    too disinterested to read their proxy statement.  Proxies are a tool of
    entrenched management!
    
    Tim

You know, in just reviewing the provisions for a special meeting as outlined
in .0, something happened to click.

Let's say we can come up with the requisite number of validated signatures
and everything's hunky-dory.

What's to stop the BoD from convening the meeting in some very inconvenient
place like Nome, Alaska, in order to virtually prevent the meeting from ever
happening?

Devil's advocating,
-Jack

       When you talked to Mary, did you ask her if she, or any of the BoD
    ever cares enough to read anything in here?
                                     Denny

    
       I volunteer to "raise awareness, collect signatures and get out
    the vote", here in Shrewsbury (SHR-1).  I'll spread the word to 
    SHR-2 and SHR-3.
    
       I'll keep posted here for more updates.
    
                                                     Ron Boyan
                                                     

    
    RE: proxies
    
    Proxies can also be a valuable tool in removing entrenched management.
    Depends how many disenfranchised members we really have out there. 
    
    
    RE: .15
    
    Article 5, Section 1 covers where meetings can be held:
    
    The annual meeting of the members shall be held within the period
    authorized in the Act, in the county in which the office of the credit
    union is located or within a radius of 100 miles of such office, at
    such time and place as the board shall determineand announce in the
    notice thereof.
    
    (Special meetings must meet the above criteria also)
    
    

    
    RE: .16
    
    I got the impression she was VERY up-to-date on what is being said in
    here.  As a matter of fact, I would not be surprised if she was getting
    extracts other than the official sanitized versions.  These
    organizations are very close (DCU/DEC).
    
    I have no idea whether the BoD reads this conference. 

    I think we should proceed on gathering the petitions.  we can work out
    some of the details while we're waiting for them to call the meeitng.
    I suspect that is 30-60 days out.  may I suggest:
    
    o between now and sept 1 we gather signatures.
    
    o week of sept 2 we gather [those that can] at a nutral location 
      such as the ho jos in Chelmsford.  elect/choice a leader turn in
      petitions
    
    we need an acceptable electronic petition.  I'm willing to bet I could
    get all 200 signatures here if I had to {TWO}.
    
    ed
    
    
    
    

    
    RE: .20
    
    The special meeting must be called "within 30 days of the receipt of a
    written request of 200 members".  Notice must be sent to all DCU
    members within 7 days of the meeting.
    
    I think it should be restricted to 2 items right now.  We can't 
    correct everything in one special meeting.  Hopefully a newly elected 
    BoD can be trusted to do a lot in this area.
    
    I have established a list of people interested in this and will be
    writing up the special meeting agenda this weekend.  I will contact 
    all those that have volunteered and we'll organize next week and
    announce signature sign-up locations and dates.  Again, organization is
    key.  Nothing can be left to chance or done incorrectly.
    
    

    Where is this replacedment Board of Directors and Credit Committee and
    what are their qualifications?

	Re: .22

	Yeah, I'm wondering the exact same thing.  Its one thing for the
members to go through all the pain of getting a special meeting called to
replace the board, but what I also want to know is this: REPLACE THEM WITH
WHOM???  I haven't seen _anyone_ yet raise their hand in this notesfile to
offer themself as a candidate.  Having a "palace coup" and replacing the
board of directors is a very serious and major undertaking.  Unless we know
who is going to run for the Board at this special meeting, how can we
*possibly* know which option is in our best interest?  This is *not* an
act of potentially replacing the leadership of a small social club -- this
is a bank we're talking about here.  Due to the lack of candidate information,
I don't know which is worse: keeping the current board or having a $1/3 Billion
dollar bank being run by a board of presumed amateurs (ie. those with no
banking experience).

	Perhaps there needs to be a note in here dedicated to people announcing
their candidacy to the Board along with their background and reasons for
running.


	Re: .20

	No, don't even consider collecting electronic signatures for this.
Electronic signatures are not legally valid since they are not authenticatable
and the current Board would toss the electronic petitions into the nearest
garbage can.  Get real honest-to-goodness ink-on-paper signatures to make this
meeting happen.

							-craig

    
    
    	This is a stupid question...or at least it might seem that way to
    some but I was wondering...
    
    	What would it take to start another CU?
    
    	I mean, how did DCU start?  I've been a member since day one but
    have never really liked DCU (O.K. it's easier for me since I work in
    a mfg. facility).  So, since this current DCU appears to be out of
    touch with the people who made it, what would it take to scrap them?
    
    	What is their (DCU) agreement with digital?  If they are found to
    be totally inept could the corporation/employees tell them to take a 
    hike?
    
    								bill..g.
    

    
    From the DCU Election Guidelines:
    
    *************************************************************************
    
    The Board of Directors is responsible for all credit union operations
    and functions.  To carry out this responsibility, the board must:
    
    		1. clearly establish DCU policy;
    		2. select competent management;
    		3. define purposes and set objectives;
    		4. evaluate performance.
    
    Here is a partial list of specific duties:
    
    - establish and approve annual budgets;
    - approve expenditures;
    - establish interest and dividend rates;
    - authorize and review investments;
    - review and act on delinquent loans;
    - plan for long-term development and needs;
    - provide space and facilities;
    - review financial and operational reports;
    - handle matters concerning DCU personnel.
    
    This is only a partial list, but should help the nominating committee
    understand the "job" they are filling.
    
    *************************************************************************
    
    Basically DCU is a business.  People with business experience would
    fit the bill.  But what the old BoD has lost sight of is the
    basic reason the DCU exists, to serve it's members, not itself.  Can
    anybody remember the last time there was a distribution of 'net income'
    back to its owners (us)?  Please remember that DCU has full time
    financial executives that run the credit union.  The board sets
    direction, policy and priorities.
    
    There are several here who have stated that they may be candidates. 
    There are people who have previously run and were not elected.  There
    are those that have run by petition but were not elected.  I do not
    think we would have a hard time finding people to fill the positions. 
    However I think the use of the word "amateur" may be a tad derogatory
    as used.  Being a banking executive is not required, not wanted in 
    my opinion.  I think a clear vision of what DCU should provide its 
    members/owners and well defined priorities as well.  This is where I 
    consider the current BoD to have failed.  It has been happening steadily 
    over the last couple of years.  It took this 'choices' fiasco to 
    bring it home to each and every one of us.
    

    
    RE: .23
    
    I am proposing that the Credit Committee be made up of a combination of
    full time DCU employees and elected members.  Without membership
    representation on the Credit Comm. a credit union perspective soon goes
    out the window.  Loans soon become "investments".  This is the way the
    DCU started.  The BoD has almost eliminated this with their bylaw
    changes.  We should insist on retaining representation on this very
    important committee.
    
    I believe Ed was referring to electronic copies of the paperwork.  Not
    actually collecting names via the tube.  It's pretty obvious that isn't
    valid.
    

    regarding the petition, I ment it only as a means of distribution to
    those who would collect ink signatures.  the petitions we collect
    signatures on would have to be alike.
    
    We do seem to be grouping the whole BOD in one group.  Perhaps there
    are some on the BOD who did not vote with the whole.  There *might* be
    a core already in the Bod to build on.  Where are the voting records?
    Where are the minutes of the BoD meetings?  This was an issue I ran on
    years back.  Too much secretcy breeds power/abuse.
    When I ran I did so to represent the common worker who has a stake
    in the DCU, no because I had specific banking knowledge.  I believe
    that the board needs a mix of people to bring different prespectives.
    *If* it was proven to me that there had to be this rate charge, I'd
    have never allowed this insulting material to go out to the members.
    Or if it did, I'd have been vocal.  opps, there goes the idea that 
    there may have been a core on the BOD that voted with us.
    ed
    

    Make sure you send a copy of one this way...
    
    	- mark

    
    RE: .27
    
    Each director will have an opportunity to speak at the special meeting. 
    I have said the same thing concerning throwing the baby out with the
    bath water.  I am against the removal of people who have retained their
    sense of what a credit union should be to its members.  But I don't
    know of a way to determine that at this point in time.
    
    Unfortunately, the minutes to the BoD meetings are not open to the 
    membership.  There is no way of determining who voted for or objected 
    to certain decisions.
    
    

        re: .20
        
        I for one would not sigh a "blank check" petition. I think the
        planning needs to be done FIRST, the agenda stated, slate picked,
        and THEN the petition to make it happen circulated. At that point,
        I'd be happy to circulate the petition around the Chicago area.
        
        There should be a second list circulated. That should be a list of
        names, DTN and email address of people who will commit to
        attending the meeting. Unfortunately, I can't help on this one. If
        you can't get several hundred names on that list, then you are
        waisting your time and effort, and just as well might "shop
        around" instead. Expect the BoD to call in all of their family and
        friends to try and stop you at the meeting. Be prepaired to do the
        same. This time member apathy will be on our side.
        
        As to candidates, I'd suggest two places to look. First, go over
        the last few elections, and read the resumes of the chalengers
        that were not elected. Contact them and see if they are still
        interested. Some of them had previous experience on credit union
        boards. Second, there have been several vocal folks in this
        conference, who have expressed interest in running. Approach them,
        and twist their arms if necessary. I could think of worse
        possiblities than to have too many candidates to replace the BoD.
        
        Require anyone running on the replacement slate to sign an
        agreement to the terms of the changes requested by the petition
        (services, communication, limitations on terms, etc.).

    
    RE: .30
    
    I agree 110%.  One of the items I wish to handout to people is a
    statement on why we are calling the meeting and what we hope to change
    at DCU.  Along with that statement will be a seperate sheet with
    questions asking for information concerning whether they will attend
    the special meeting, address phone number, etc.  I fully anticipate
    opposition at the special meeting.  That is why I believe we must be
    HIGHLY organized and prepared for the worse.  I don't want this to be an
    exercise in futility.
    
    I also want to circulate a seperate petition for the rescinding of the
    changes to checking and the removal of the current BoD for those people
    out in the field or for those who cannot attend the meeting.  While
    this may not be accepted, it will certainly send a message to the BoD
    and DCU.
    
    I would anticipate the "transition BoD" to hold office only
    until a full election can be held by all DCU members.  At which time
    they may formally run for office.  I'm not sure we can insure potential
    candidates agree with all of the changes proposed here though.  I have
    a list of at least a half dozen things I believe DCU needs to change.
    
    

    Re .26:
    
>   I am proposing that the Credit Committee be made up of a combination of
>   full time DCU employees and elected members.
    
    This is probably unnecessary, as long as the Credit Committee is given
    clear guidance from the BoD.  Not many people have the time to meet 3-5
    times a week without compensation.  The VAST MAJORITY of the loans
    considered by the credit committee are probably still to members; the
    BoD could easily set the rules such that loans above a certain amount
    (either individually or in aggregation) or outside the normal member
    services must be approved by both the Credit Committee and BoD.

I would not agree with a process to throw out the board en masse.  I know some 
of the people on the board and do not have any doubt about their interest or
their capabilities.  On the other hand some of the people who have a bone to
pick with the DCU have been denied loans.  

I don't want the credit approval to be lessened but perhaps tightened.  With 
the number of bad loans (addition to fradulent loans) that DCU is currently 
having, this is not a time to lessen credit conditions.  

Anyone expecting a vote should be willing to state that they have not had a 
loan denied and to state what their qualifications are.  Absent that, I think 
would have many members voting to keep you out!

 

        I just found this quote in someones .signature file, and thought
        it might fit here. It seems to summarize what has been happening
        within the DCu for the past few years.
        
        "I believe there are more instances of the abridgement of the
        rights of the people by the gradual & silent encroachments of
        those in power than by violent & sudden usurpations." 
        
        James Madison, Virginia Conv. 1788.
        
        
        

    
    RE: .35
    
    How true.  I think I could translate it into laymen's terms:
    
    			"Use them or lose them."
    

    re .34
    
    Ironic!  I had to look up usurpations.  Under usurp is usury,
    "The act or practice of lending money at an exorbitant or
    illegal rate of interest."  (American Heritage Dictionary)
    
    Don

My father was on the Board of directors of Xxxxxx Xxxxxxx Employees Credit Union
(XXECU) in 197x(8 or 9,  I can't recall now),  and was getting real upset at 
what was going on.  Over his and one other BOD member's objections,  the XXECU 
was speculating in interest rate futures and losing significant money,  was 
going to spend most of retained earnings on a new fancy building,  while they 
could have free space in buildings where XXECU employees worked (which is what
most members wanted),  and they were going to have this fancy building paid 
for before the next election so no one could stop it.  Some other shady 
dealings as well,  don't recall details.

Special meeting was finally called,  and it was a doozy!  Lots of very angry 
members showed up.  Current BOD tried to control agenda of the meeting,  and 
wanted to show a three+ hour film on how great the credit union was!  The 
rebels were ready with their own agenda,  and preplanned sequences of motions
to get the meeting going the way the rebels wanted.  I never saw the film,
but would bet on boring as &*$$ and intended to waste time.  Better plan on 
the DCU BOD trying similar stunts.

The vote was finally called,  and the rebel slate was elected.  The old BOD
tried real hard to convince the crowd to keep one of the old BOD in office.  
This made more sense when it turned out,  (one less than a majority) of the 
"rebel slate" were friends,  relatives or allies of the old BOD,  that had 
gone to the organizating meetings and signed up for the rebel BOD slate.  
Better check this one out as well.  But they missed packing their friends on 
the new BOD by one,  so the rebels won.

THEN:  The old BOD took the XXECU to court and won!  The election was invalid
on a technical point.  However,  two of the old board members didn't feel up
to facing the members on the next special election that was called for within
hours of the court loss.  A large hall of angry members (~1500?) leaves an ah,
an impression,  that's the word.  They resigned,  and two rebel slate members 
were elected to replace them,  giving the rebels a one vote majority again 
(different people,  same result).  The rest didn't run in the next election,  
if I recall right.

So,  it can be done.  But you better look out!  And I'm NOT interested in 
running,  I want to have a life for the next n months.  If the DCU rebel 
slate (whenever and however they are selected) has a question on this history,  
I will pass it to my dad,  who might answer it,  I can't commit him.

Best of luck.


Phil

    
    During my browse through my DCU file at home I encountered a letter
    (copies available upon request) from Chairman of the Board Mark 
    Steinkrauss.  You know, one of those statement stuffers full text on 
    both sides of the paper.  It starts off with a few paragraphs in the 
    start and then goes into the Q&A format we all know and love.

    There is no date on this letter but one of the paragraphs starts off
    with "In 7 1/2 years we've grown from" so I believe this would place
    the letter somewhere in the 1987 time frame.

    OK, so what is the point of all this you're asking.  Well one of the
    questions that was asked was:

    	"How does DCU invest its money?"

    And now the answer:

    	"Because we view DCU as the guardian of members' savings we are
    very conservative in our investment policies.  We reinvest savings in
    member loans.  Additional investments are in government securities and
    federally insured banks.  We deal with the highest quality financial
    institutions and don't invest in any sort of "speculative"
    instruments."

    (The quotes around the word speculative are in the letter.  They are not
    mine.)

    My question to each and every DCU member is simple.

    "Is the above answer truthful?"

    Read the statements.  Get the DCU financials.  Make your own determination.

Re: .27 by LEVERS::BADGER,

>    We do seem to be grouping the whole BOD in one group.  Perhaps there
>    are some on the BOD who did not vote with the whole.  There *might* be
>    a core already in the Bod to build on.

Fine. Why not get rid of the whole BoD, then let these people
--assuming they are interested-- compete in open elections, just
like everybody else? 

-- Ron

>Re: .27 by LEVERS::BADGER,

>    We do seem to be grouping the whole BOD in one group.  Perhaps there
>    are some on the BOD who did not vote with the whole.  There *might* be
>    a core already in the Bod to build on.

>>Fine. Why not get rid of the whole BoD, then let these people
>>--assuming they are interested-- compete in open elections, just
>>like everybody else? 
    
>>-- Ron

    	RE: grouping them all together
    
    	The BoD groups itself all together.  Its spokesperson is Chairman
    Mark Steinkrauss.  They act as a body and not as 7 individuals.  When
    members have access to the minutes of the BoD monthly meetings, we will
    be able to determine the individual stands of the Directors.  But the
    Bylaws do not allow us access to those minutes and it was very clear at
    the first meeting that Mark Steinkrauss is the spokesperson.
    
    I urge all who plan to attend the meeting tomorrow night to address
    your questions to individual board members.  I want to hear what the
    other 5 or 6 directors have to say.  I have already heard and read
    plenty put out by the Chairman.

	Well, it's been a long road. Who could have foreseen the amazing
	things we've seen since the "Lifestyle Checking - More Choices"
	pamphlet?

	Re-read the base note. From my point of view it was where the
	"let's fix the DEFCU" movement really began. Before the note, there
	was a lot of complaining, but precious little action. Afterword,
	there was action, a lot of it!

	Thursday is the culmination of all that hard work. The special 
	meeting petition drive. The Special meeting itself, where most 
	of us witnessed for the first time the DEFCU BoD "in action", 
	up close and personal. The petition drive for the election. And 
	the election itself.

	Hopefully, Thursday is when the owners reclaim the credit union,
	at the DEFCU annual meeting. It's an *EMPLOYEES* credit union.
	Hope to see lots of *EMPLOYEES* there.

					Tom_K

	From .0:

		"We are NOT powerless.  It's now time to tell DCU 
		 we are also not IDIOTS.  Reassert your ownership
		 rights to YOUR credit union.  This is the moment
		 ladies and gentlemen.  Seize it or lose it." 
						- Phil Gransewicz
    

    
    Re .41:
    
    Good quote.
    
    Some day, I think it would be appropriate to place it, signed and
    dated by the author, on a plaque in the DCU headquarters -- right
    next to the silver plated shovel.
    

re: .41

Don't you mean, right next to the silver plated broom?

:-)
./chris