Conference 7.286::dcu

    I particularly was interested in:
    
    2 June 85 - Bermuda
    25 June 87 - Bermuda
    
    I'll give them the price of their dinner at a good restaurant, like
    Chez Claude's in Acton, but who paid the transportation costs to
    Bermuda?

Not to mention Anaheim, CA or Rockport ME...

Bryan

    On 17-June-1986, a one-hour meeting was held at the Disneyland Hotel in
    Anaheim.  The only attendees seem to be the normal DCU BoD and
    president.  The meeting list posted in the basenote shows no meetings
    on nearby days.

    Why was the meeting held in California?  Was it necessary to go that
    far for a one-hour meeting?  Who paid the transportation costs?  The
    hotel room charges?   Was the whole BoD such good friends that they
    agreed to take their personal vacations together?  It is possible, but
    I would like to see the DCU expense account receipts for that period.

    If the travel expenses were paid for out of personal funds, were those
    expenses deducted on the 1040?  Prorated for DCU time vs personal time?

    Re .4
    
    Tom,
    
    The rumour I heard was that travel expenses to these meetings in
    exotic places was NOT paid for by the DCU but out of the pockets of the
    individual BOD members. I have no idea whether that is true or not but
    have no reason to believe it isn't. Maybe somebody in the know would be
    kind enough to post the facts so that speculation is not required.
    
    But that said let's concentrate on more important things such as why
    the BOD allowed itself and its processes to be so easily duped by
    Mangone (I believe this was the term
    used by either Mark Steinkrauss or Jack Rugheimer at the special
    meeting).
    
    Dave

    Yeah, I think you are right.  This can wait until after the election. 
    And if the expenses have been paid out of a BoD member's own pocket,
    then there is clearly not a problem.

    
    Important or not, I would like to hear DCU's official response
    concerning the costs of these trips.  A rumor just is not good enough.
    There is much more than travel costs involved.  An analysis I have read 
    concerning DCU indicates its costs of doing business may be high. 
    

    
    C'mon, Phil -- you know the DCU cost of business is high because of
    that little, meddlesome band of Special Meeting hooligans :-)
    

Assuming that the members of the Board _did_ pay for their own travel expenses
to the exotic places, who paid for Mangone's trip?

If it was a legitimate business expense for a DCU employee, who approved it?

-Jack

    
    RE: .8
    
    Good point Bill.  And don't forget all those nasty little inactive
    accounts out there.
    
    
    I'd like to re-phrase my request for an official DCU response so that
    they don't bless us with another 'The sky is blue.' answer.  The
    question is "Please address how these, specific, 'educational
    conferences', were paid for.  If the costs were split, then please tell
    us who paid for what."  A generic, theoretical answer not based on
    these specific trips is a non-answer in my book.
    

	Sheraton Tara, Framingham
	Marriott Hotel, Newton
	Chez Claude Restaurant, Acton (2)
	Pillar House Restaurant, Newton Lower Falls (6)
	Jared Coffin House, Nantucket
	Samoset Resort, Rockport Maine
	Disneyland Hotel, Anaheim, California
	Southhampton Princess Hotel, Bermuda
	Elbow Beach Hotel, Bermuda

	I didn't count the "1991 Special meeting", and, to their credit,
	there we no "off site" meetings listed in 1991. But in the
	six years before that, we have what appear to be 10 restaurant
	meetings, and 5 "junkets". I think that the shareholders have
	a right to know who picked up the tab for this. If individual BoD
	members picked up their own tabs, fine. But who paid for the 
	others present? I hope not the DCU. And I think it improper
	for the BoD to schedule meetings at places that require
	DCU employees to make extraordinary expenditures in order
	for them to attend DCU meetings in the course of their work.
	And if the travel was at DCU expense, did spouses travel with 
	directors, also at DCU expense?

	At first, I thought that the Anaheim meeting might have been held 
	during DECUS. That would have been smart, if they were all there
	anyway (although the problem of getting DCU employees remains),
	but I don't think DECUS is held in Anaheim that time of year.

	New "Real Choices" slogan: "No BoD meetings in Bermuda!"....


					Tom_K

Our beloved BoD - give 'em enough rope and . . . . 

:^)

-Jack

    I'll give the BoD the benefit of the doubt for a moment and assume they 
    paid their own way to Disneyland and Bermuda (and Nantucket, and
    Rockport, and...); what remains?  In my mind, a strong impression 
    that the BoD is a very closed shop that is much too intimately 
    friendly to make me comfortable.  The members of the BoD are all 
    such close friends that they (and their families?) take vacations 
    to Bermuda and Disneyland together?  
    
    That sort of thing much too strongly suggests to me that there is a 
    real danger of monochromatic thinking on issues.  I certainly want
    the members of the BoD to work together well, but we need *some*
    level of disagreement!  
    
    The other assumption that may most quickly come to mind, that the 
    trips were taken as "compensation" for being a BoD member is, if 
    true, outrageous.
    
    All question of trips aside, I think the current BoD is much too
    monochromatic in its thinking anyway!

    Interesting to note that the annual meetings only last for ten to
    twenty minutes.  Is that because nobody shows up?  Would attendance
    increase if the annual meetings were held at Disneyland?
    

Speaking of Annual Meetings, note the little itty
bitty note at the bottom of one of the pages of
your DCU statement for February (mine arrived
yesterday).  It mentions that the date, time, and
location of the Annual Meeting, and comments that
"Seating is limited."

Guess we better get there early this year.

./chris

    
    			"Seating is limited."
    
    
    
    
    			"interest in not...."
    
    Since they have already booked the place, they know the room and its 
    capacity.  Would it have been such a difficult thing to say 
    "Maximum seating capacity is ?????." instead.  I just hope there are
    seats left for DEC-DCU members.  DCU employees were allowed into the
    hall at the Sheraton Tara before DEC-DCU members.

    Well, unless they close the branches and headquarters early, most of
    the DCU employees should still be working considering the hour that it
    is due to start.  But then so should we, unless we take vacation time.
    
    			Danny

    Re <limited seating>:
    
    Given the requirement that DCU elections be held by mail and the
    proscription of nominations from the floor, there's little reason to
    attend the annual meeting except to demonstrate that the membership is
    concerned with the operation of its credit union.  That's why the
    quorum is such a small number.

    Can the membership change the bylaws at the annual meeting?

Mr. Boylan is correct in that the membership cannot modify
the by-laws.  We have an interpretation from the NCUA which
explicitly states that members do not have this right.

On the other hand, business can be brought from the floor,
motions can be made, etc., so it would be possible, as I
understand things, for the attendees to oppose any attempts
to order the accountants to destroy the ballot forms if
anybody believes that the election was done improperly (just
for example, I believe there will be no troubles...).

Member presence at the Annual Meeting is terribly important,
if nothing else to show the current board, and the incoming
new board members whoever they may be, that the membership 
is keenly interested in all they say and do as Directors.

./chris

    Let me try this again - I seem to be having difficulty getting Notes
    to accept my whole message!
    
    Re: .19
    
    >     Can the membership change the bylaws at the annual meeting?
    
    Nope - the members have no ability to change the Bylaws.  Only the
    Board of Directors can do that, subect to the review and approval
    of the NCUA.  To quote from Note 375.0, "An Unauthorized Copy of the
    DCU Bylaws":
    
    > Article XXI. Amendments of Bylaws and Charter
    >    Section 1. Amendments of these bylaws may be adopted and
    > amendments of the charter requested by the affirmative vote of
    > two-thirds of the authorized number of members of the board at
    > any duly held meeting thereof if the members of the board have
    > been give prior written notice of said meeting and the notice
    > has contained a copy of the proposed amendment or amendments. No
    > amendment of these bylaws or of the charter shall become
    > effective, however, until approved in writing by the NCUA Board.
    
    

    
    I hope there are people left outside the meeting for check-in purposes
    for those who may not arrive on time.  Hate to see a replay of the
    Special Meeting where members were turned away.  Might be a good first
    item of business if we don't see anybody left out there to perform this
    function.
    

	I heard from Sandy Romalo of the DCU today. The Annual meeting
	site seats 225 people. She indicated that 20 or so seats would 
	probably be reserved for BoD candidates, and that otherwise,
	it would be "first-come, first-served".

					Tom_K

    
    I decided to give the BOD the benefit of the doubt and simply ask them
    about the off-site meetings and travel.  My letter to the BOD...
    *********************************************************************
    
From:	ICEFLO::LERVIN       10-MAR-1992 11:10:32.57
To:	PICKET::STEINKRAUSS
CC:	LERVIN
Subj:	Memo to the DCU Board of Directors

TO:  The Digital Credit Union Board of Directors

FROM: Laura Ervin

DATE: March 10, 1992

SUBJECT: Location and Costs of Regular Monthly BOD Meetings

******************************************************************************

I have been following discussions about the upcoming election in the DCU 
notes file.  I want to begin by stating that I am very pleased that there 
will be more choices on the ballot this March.  I am another employee and 
credit union member who felt that the original ballot did not give members 
a real choice in deciding who would represent member interests on the Board 
of Directors.

In the process of following the election discussions, I read a note file entry
that listed and complete index of monthly BOD meetings for the past few years. 
I was surprised and alarmed to read that some of the meetings had been held at 
expensive resorts both inside and outside the United States.  Additionally, 
there were several meetings that had been held at local hotels and 
restaurants.

Since I have no idea who paid the cost of these meetings, I decided that 
the first step I needed to take was to simply ask.  The meetings in 
question are all meetings that have not been held at Digital or DCU facilities
listed below:

1985:

Special Budget Meeting
14-January-1985                 E. Anderson, D. Infante, G. Herman
1:10PM - 4:58PM                 J. Lawless, C. O'Brien, S. Shapiro
Sheraton Tara, Framingham       M. Steinkrauss (R. Mangone)

Regular Monthly Meeting
27-March-1985                   E. Anderson, D. Infante, G. Herman
2:40PM - 6:05PM                 J. Lawless, C. O'Brien, S. Shapiro
Chez Claude Restaurant, Acton   M. Steinkrauss (R. Mangone)
 
Regular Monthly Meeting
2-June-1985                     E. Anderson, G. Herman
9:00AM - 1:10PM                 J. Lawless, C. O'Brien, S. Shapiro
Southhampton Princess Hotel     M. Steinkrauss (R. Mangone)
Bermuda

Regular Monthly Meeting
17-December-1985                E. Anderson, D. Infante, G. Herman
4:05PM - 6:20PM                 J. Lawless, S. Shapiro
Pillar House Restaurant         M. Steinkrauss (R. Mangone)
Newton Lower Falls

1986:

Special Budget Meeting
17-January-1986                 E. Anderson, D. Infante, G. Herman
2:05PM - 5:12PM                 J. Lawless, C. O'Brien, S. Shapiro
Marriott Hotel, Newton          M. Steinkrauss (R. Mangone)

Regular Monthly Meeting
17-June-1986                    D. Infante, G. Herman
5:25PM - 6:25PM                 J. Lawless,  S. Shapiro
Disneyland Hotel                M. Steinkrauss (R. Mangone)
Anaheim, California

Regular Monthly Meeting
18-December-1986                E. Anderson, J. Lawless
5:00PM - 6:35PM                 C. O'Brien, S. Shapiro
Pillar House Restaurant         M. Steinkrauss (R. Mangone)
Newton

1987:

Regular Monthly Meeting 
25-June-1987                    G. Herman,  S. Shapiro
8:45AM - 11:30AM                D. Infante, J. Lawless, C. O'Brien
Elbow Beach Hotel               M. Steinkrauss (R. Mangone)
Bermuda

Regular Monthly Meeting
17-December-1987                G. Herman, J. Lawless
5:54PM - 7:02PM                 D. Infante, S. Shapiro, C. O'Brien
Pillar House Restaurant         (R. Mangone)
Newton

1988:

Regular Monthly Meeting
28-April-1988                   G. Herman, J. Lawless
6:01PM - 7:45PM                 D. Infante, S. Shapiro, C. O'Brien
Chez Claude Restaurant          M. Steinkrauss (R. Mangone)
Acton

Regular Monthly Meeting 
17-June-1988                    J. Lawless, D. Infante
4:00PM - 6:30PM                 S. Shapiro, C. O'Brien
Jared Coffin House, Nantucket   M. Steinkrauss (R. Mangone)

Regular Monthly Meeting
15-December-1988                J. Lawless, D. Infante, A. Weiss
5:10PM - 6:24PM                 S. Shapiro, C. O'Brien, J. Rugheimer
Pillar House Restaurant         M. Steinkrauss (R. Mangone)
Newton

1989:

Special Educational Meeting 
8, 9, 10 June 1989              D. Infante, A. Weiss
9:00AM (9 June)-4:50PM          S. Shapiro, C. O'Brien, J. Rugheimer
Samoset Resort, Rockport Maine  M. Steinkrauss
                                (R. Mangone, A. Connell, C. Beaudoin,
                                 H. Goralnick, E. Hartel)
                                (speakers: B. Jolly Jr., attorney
                                           E. Belton, Digital Corp. Emp. Rel.
                                           M. Welch, Welch Management Group
                                           B. Sanfilippo, motivational 
                                               speaker)

Regular Monthly Meeting
20-December-1989                J. Gibson, D. Infante, A. Weiss
6:00PM - 6:35PM                 S. Shapiro, C. O'Brien, J. Rugheimer
Pillar House Restaurant         M. Steinkrauss (R. Mangone)
Newton

1990:

Regular Monthly Meeting
17-December-1990                J. Gibson, D. Infante, A. Weiss
4:00PM - 6:00PM                 S. Shapiro, C. O'Brien, J. Rugheimer
Pillar House Restaurant         M. Steinkrauss (R. Mangone, C.Beaudoin)
Newton Lower Falls

I have serious concerns about the meetings held in Bermuda, California, 
Nantucket and Maine, especially if the expenses were paid by funds from the 
credit union.  My questions about these meetings are:

Who paid for travel?  Lodgings?  Food?
Who authorized these trips, and why?
How long did BOD members stay at these resorts?  
Did they attend these meetings during Digital's business hours?  If yes, 
how was their time accounted for?

As for the meetings held at local hotels and restaurants, my questions are: 

Why hold the meetings at locations other than DEC or DCU facilities? 
Who paid the costs of these meetings?

Since the credibility of the current BOD is already in question, this new
disclosure about meetings held at luxury resorts raises more questions regarding
management decisions made by the Board of Directors.  It may be useful for
the BOD to publish something that addresses the above issues and questions
since it seems likely that other members will have the same or similar questions
and concerns.

I would appreciate a written answer to my questions and concerns as soon as 
possible.   

Regards,

Laura A. Ervin
Member - Digital Credit Union
    

    
    RE: .24
    
    Laura, please let us know if you get a reply and what it says (if
    possible).  It's hard to tell exactly what those meetings were from the
    little that was in the minutes.  We know the Board monitors this file,
    as well as DCU, so I was hoping they would respond with an "official DCU
    response".  You might try some of the other Directors also.  Mr.
    Steinkrauss may be out of the office on business, etc.
    

    I'll keep y'all posted...regardless of what the board does or doesn't
    do with my letter.

one possible explanation -

The IRS will/would let you right off the cost of a trip if it was directly 
business related and you were not compensated for it by your company.

grins,

clark, who has flown for free...:-)

    1.  I don't think it is the DCU's business, or ours, how the trips
    were handled on personal income taxes.  That question might be a way
    for the DCU to not answer your whole letter.  Now a letter to the IRS
    ...		:-)

    2. I believe that business trips can be written off, but only the
    fraction of the trip expenses that were actually business.  And the
    rules there have become tighter in the last few years.

Weren't we told, somewhere in this whole run around, that board
members not from GMA would not be doable because of inability to
attend meetings, etc ??  Seems someone fromthe springs would have
been cheaper for at least one of the trips }8-)}

    Re: .-1
    
    True if the DCU paid for the transportation, but we don't know who paid
    for the transportation.

    The policies of the DCU allow for me to attend meetings via
    teleconference.  The only exception will be that once a quarter I will
    need to be present and personally sign the minutes from the prior
    meetings.  This will account for four trips annually - five if you
    include the annual meeting.  I anticipate the DCU to pay the expenses
    for travel in those cases.  Based upon thoses costs versus what has
    been historically spent, I think it is worth it.  Regardless of who
    paid for BoD expenses, DCU staff expenses had to have paid by the DCU.

    I don't recall seeing anything that prohibited members of the BoD from
    living in other regions in the country.  There may have been a
    guideline or a suggestion that it would be advantageous to live within
    GMA.

>	The only exception will be that once a quarter I will
>	need to be present and personally sign the minutes from the prior
>	meetings. 

	Why do you have to sign them at the GMA? Can't they mail them
	to you for you to sign and mail back? Most DCU branches have
	a notary, if a witness is needed... If this is due to a by-law,
	perhaps changing the by-law might be one of the first things
	a Board you were a member of might fix.


					Tom_K

    I am only following the policies that the DCU currently has in place.  
    I think there can be many changes made to improve the process.

As a DCU member I'll be more than happy to pay for getting a Board member from
outside the GMA to board meetings whenever necessary.

On the other hand, I remain intrigued in whatever answers may be forthcoming
to Laura's questions.  Paying for getting the whole Board FROM the greater
Maynard Area to Bermuda is a different issue altogether.

    
    
	RE:     <<< Note 484.24 by 32FAR::LERVIN "Roots & Wings" >>>
                   -< My letter to the BOD re: travel costs >-
    
    
    Laura, any word yet?
    
    I notice DCU has posted official replies today.  They somehow missed my 
    request for an official reply pertaining to these 'educational 
    conferences'.  Funny thing how all the real interesting questions
    always seem to go unanswered.  Is this the 'ongoing communications' we
    can look forward to?
    

    Phil,
    
    No, I haven't received anything back from Mark or the Board.  Are you
    saying that they posted an official reply in VTX, or where?  And about
    what?  Somehow, this all does not surprise me.
    

    
    RE: .38
    
    No, what I meant was that DCU has issued official responses to the
    moderator for posting yet this question didn't get an official
    response.  But I would *love* to see the explanation on VTX.
    

    Just as an update...I never received a reply to my March 10 letter to
    Mark Steinkrauss re: the travel expenses to Bermuda, etc., for BOD
    members.  Maybe one of you who is able to attend the meeting this week
    can ask about this at the annual meeting?  I'm sure Chuck or Mark would
    be happy to answer the question in great detail! ;-)
    
    Laura (who didn't really expect to get an answer to my letter anyway)
    

    re .40
    
    Except for the incumbents who are running, I wonder if the other "past"
    (well almost) directors will even attend this meeting?
    
    Don