Conference 7.286::dcu

While I understand the desire to have all of the past wrongs righted instantly,
we each need to remember that "Rome wasn't built in a day."  We have a right
to expect that each of the issues raised in .0 (and elsewhere) will be addressed
in a timely fashion.  However, timely cannot be defined as "this week" or,
perhaps, even "this month."  Chill out and give the new board a little time
to do its job.

    As usual, whenever this subject comes up, Mr. MacNeal misstates the
    issue.

    A special meeting (under the old bylaws) can be called by a small
    number of people (in the hundreds) without the other members having any
    say so in whether or not the meeting is held.

    But those few hundreds of people are not capable of reaching a decision
    by themselves.  The whole DCU membership must be informed of the
    meeting and the issues to be discussed.  Then each of those 88,000
    members can decide whether or not to attend the meeting.  It is very
    democratic.

    	>> How democratic is it to have 200 people making decisions for
    	>> 88,000?

    Not very.  Fortunately that question is totally irrelevant because that
    is not how the process works under either the old or new rules.

    
    It's not reasonable to expect the new BoD to rapidly answer many tough
    questions, to solve overnight problems that have been festering for
    years.
    
    For now, I'd be satisfied with this:
    
    o  When will the first meeting of the new Bod take place?
    
    o  How will the Bod communicate to members what happened at that meeting,
       what decisions were made, and who stood on which sides of those
       decisions?
    

    The BoD has elected its officers, so the first meeting must have taken
    place already.

    	>> How democratic is it to have 200 people making decisions for
    	>> 88,000?

As .3 pointed out, you have misstated the issue. And to those who will say,
"Ok, then what about the 4000 people at the meeting who chose for the 88,000?"
I say it's as democratic as the 17,943 people who chose the new BoD for the 
88,000. You can't force people to make these types of decisions. Doing so takes
away some of our basic freedom.

        >> Perhaps proxy ballots need to be added to Special Meetings.

I don't think that's allowed by the law that chartered NCUA. I recall something
specifically prohibiting using proxy votes of any kind for credit unions. I
can look it up to verify if that's required.

Bryan

    Re: .8

    Then your simplification resulted in a misstatement. Call it what you
    like.  It is wrong whatever the term you choose to apply.

    The low signature requirement only permits a meeting to be called. It
    does not permit that low number of people to exercise power over the
    objections of a larger number, assuming the larger number is willing to
    take the time and effort to attend a special meeting.

    Even with all the noise and hoopla of the last election, only 18K or so
    out of 88K were interested enough to cast ballots.

>    I resent the implication here.  Perhaps this should be translated as
>    "As usual, whenver this subject come up, Mr. MacNeal states the
>    unpopular with the vocal majority opinion".  I'm dismayed that such a
>    comment was made by a moderator.

If he doesn't have his moderator hat on, he isn't a moderator and his statement
should be judged as such.  When I note in the conferences I moderate, if people
want to give my opinions more weight because I am a moderator, then that is
their problem.

>    I think that the move to raise the number of signatures required for a
>    special meeting actually promotes the democratic process.  How
>    democratic is it to have 200 people making decisions for 88,000?

I don't understand the relevence of the above statement.

Bob

    
    Yes, we did meet once, April 27th, to primarily elect officers (which
    has been reported in here).  We also tried to get our next meeting
    scheduled, along with a 12 hour orientation presentation put together
    by Chuck.  There were a few questions raised which required calling Joe
    Melcione (DCU General Counsel).  But this is all from memory.  You'll
    just have to wait until the best-selling minutes are written up and 
    approved at the next meeting.  I know we all like to operate in real-time, 
    but this process doesn't allow it.  Please remember we only meet once a 
    month.
    
    Oh yes, there will be some items on this months agenda that I'm sure
    all DCU members will be pleased to know we are addressing.  Please give
    us some time though.  There is a lot to do and consider.
    
    Thanks in advance for your patience...

I'd like to encourage anyone who doesn't like the way special meetings
work to propose constructive ideas, instead of just posting criticisms.

One example is proxies.  I can see that working, PROVIDED that the
special meeting organizers get to write a page or more of *uneditted*
text to be included in the proxy statement -- along with a statement
from the Board, of course.  Special Meetings exist to allow the status
quo to be challenged, and if the Board has control of communication 
with 80,000 more people than the challengers do, there might as well
not be any provision for Special Meetings at all.

Another example is to require 5,000 signatures to even call such a
meeting.  Again, we might as well not have a Special Meeting provision
as to have one that is that hard to call.  The point is to let ordinary
people challenge the Board -- not to limit it to people with vast 
resources of time and money.  That would really be democracy!

A third is to try to find a way to limit Special Meetings to the sort
of thing we did this time -- which was to force the Board to give the
entire electorate a choice of who they want.  I'm not convinced that
a rule could be defined that would have that sort of restriction without
giving too much power to the Board to prevent Special Meetings from
happening.  Still, it would be intersting to hear ideas.

	Enjoy,
	Larry

    RE: .0 One thing to remember is that the new board has to act
    with in the letter and spirit of the by-laws. While honest people
    may disagree about how well previous boards acted in relationship
    to our ideas of the spirit of those by-laws the letter, to all
    appearances, was fulfilled. Any changes that he new board makes
    must involve an understanding of the by-laws and applicable laws
    regulating credit unions. Previous boards had people with years of
    board experience. It will take this board some time to get there.

    I think we see progress already, an early report of the new officers,
    Phil and others responding here. Let's not expect every problem to
    be fixed day one. Change takes time. It's a little early to be
    demanding by-law changes or major policy re-writes. We want such
    things done correctly. Or at least I do.

    And I'm not in any hurry to call a special meeting. Especially as I
    believe that now changes in the board can actually happen through
    regular elections. (Behave yourself Paul. You're up first. :-) )

    			Alfred
    			Alfred

I think Bill Kilgore quite succinctly summarized why the original requirements
for calling a special meeting were correct and in need of no changes.

Observe that in the entire history of the DEFCU, a special meeting has been
called exactly one time, for entirely justifiable reasons, as witnessed by
the outcome.

I don't need much more than that to convince me that all of that was "the
right thing". I'd need one hell of a lot to convince me otherwise.

-Jack

Rolling back the Midnight Amendment would be an excellent early resolution
for the new Board to enact.

   o  The old BoD's hubris in even considering such an amendment almost
      before the chairs had cooled in the Special Meeting room remains
      cordially obnoxious.  (To 87,999 members, anyway).

   o  Rolling back the Special-Meeting bylaws to their pre-Midnight-
      Amendment wording is all win, no lose.

   o  Doing so is unlike giving Chuck new directions for administration;
      the latter, because they must be thought through and then promulgated
      throughout an organization for implementation, will require time.
      Initiating the Bylaws rollback can happen quickly.

   o  Doing so would immediately show positive motion in one of the
      directions many of the new BoD candidates promised to move.

   o  Doing so would by itself reduce the chance that members will
      ever again want to call a Special Meeting.

re:  .18

Absolutely!   Couldn't have said it better.

./chris

Bunch of excellent ideas. Remember, however, that the BoD meets only once
per month. We've met once (one was missing however), and so far, the main
thing accomplished was to elect the chairman, etc., because we're coming
on this cold. I'm personally for the changes mentioned, but I'm willing to
listen to additional data to understand the overall picture. I doubt that
anything will change my opinion of the suggestions, but we should make the
changes from a perspective of knowledge rather than impulse. And I do not
wish to imply that Chuck or DCU or anybody else is against the suggestions.
I don't currently know their position. That's why we need to
understand the context before we can really do anything intelligent (tho
some would question whether I can do *anything* intelligent :-).

Again, Chuck
has scheduled 12 hours of seminars for us, but the first time that all 7
of us could intersect our schedules for 2 days was the end of May, so that's
when the next meeting will be and when much of this stuff will be discussed.
I don't expect anything to really change until then.

Re: rolling back the special meeting process... geeze, we just *got* to
the BoD, we *couldn't* have screwed up *that* bad that you'd want to
schedule another meeting already! :-)

    I think it would be reasonable for the BoD to role back the Midnight
    Amendment to the by-laws WITHOUT consulting first with Chuck. That
    particular item is none of his business.

I believe (sound familar Paul?) that Chuck presides at BOD meetings
per the bylaw.  Therefore to roll back the midnight amendment
would require his presence at least for that meeting.

Gim

The sense I got from Chuck at the first meeting is that the chairman (Lisa)
runs the board meetings and in fact did so after being elected,
and so Chuck's presence is not required. But his presence is certainly
essential for some time to come since we're all new.

I could be wrong about this, but I seem to have read someplace that the
term "president" in the bylaws refers to the "president of the board" or
chairman. That's one of the things we'll hopefully find out at our seminar.
The bylaws could have been rewritten to say "president" to bring them more
in line with the standard NCUA bylaws, but that's another thing that the
previous board wouldn't tell us - why that change was made. I don't know yet.

re: .23

When I was talking to Steinkrauss at the Annual Meeting, I asked him who
was presiding.  He indicated he would be.  When I inquired about why President
Cockburn wasn't when the by-laws said the President presides at meetings,
he remarked that the word "president" referred to "the president of the board,
which in this case is me."

./chris

The definitions of president and chairman are clearly spelled out in the
bylaws (1/92 edition).  In any event, I am glad the the Chairperson is
presiding.

Gim



Article VIII  Section 10.

...

Addendum The title and rank of the board officers and management
officials of this credit union are as follows:

	(a)   The executive officer  is	 to  have  the	title  of  CHAIRMAN.
	(b)   The assistant executive  officer	is  to	have  the  title  of
	      VICE CHAIRMAN.
	(C)   The financial officer is	to  have  the  title  of  TR.EASURFR.
	(d)   The recording officer  is	 to  have  the	titl,  of  SECRETARY.
	(e)   The management official is to have the title of PRESIDENT/CEO.
	(f)   The assistant management official is to have the	tie Of


Article VII 

       Section	4. A regular meeting of the board  shall  be  held  each
  month at the time and place fixed by resolution of the board.	       The
  president, or in his/her absence,  the  ranking  vice-president,  may	 call
  a special meeting of the board at any time;  and  shall  do  so  upon
  written request of a majority of  the	 directors  then  holding  office,
  Unless the board prescribes otherwise,  the  president,  or  in  his/her
  absence, the ranking vice-president, shall fix  the  time  and  place	 of
  special meetings.    Notice of all meetings shall  be	 given	in  such
  manner as the board may from time  to	 time  by  resolution  prescribe.

As the Chairman of the BoD presides over meetings, I fail to see how Chuck's
opinion regarding the Midnight Ammendment (if in fact he has one that
differs from that largely expressed here, which I do not know to be
the case) would be accorded any more weight than that of any other member
of the Credit Union, since the matter doesn't affect the management of
the DEFCU, which is his responsibility.

-Jack

    YOU WOULD THINK THAT IN THE TIME FROM THE ANNUAL MEETING AT LEAST SOME
    QUESTIONS COULD BE ANSWERED BY THE NEW BOARD SUCH AS WHO PAID FOR THE
    TRIP TO BERMUDA!!!!!

Re:  .27

Ooo!  Please don't shout - I have sensitive ears!

				- - Steve

    re.27
    
        Patience now.  They (our new BoD) are under the elephant,
    so to speak.  They've explained the current process they are
    undergoing.  And they have promised that actions taken and new
    ideas being implemented shall be announced at an upcoming meeting.
    I'm sure we'll all be invited.  They have a *very* long list of
    action items to be addressed.
                                    
                                      Ron - former troublemaker

	I don't need to see all of the issues resolved immediately. Steady
	progress though, is the key. There are some high priority items
	that need immediate attention, and will require a reasonable amount
	of effort. But there are some lower priority items that, because
	of the low effort involved to resolve them (at least as perceived 
	by me) should be addressed fairly quickly (at one of the first few
	Board meetings...) Repealing the "midnight amendment" ought to be
	one of the first items of business at the first BoD meeting. Finding
	out who paid for the Bermuda trips shouldn't even take that long -
	Chuck should be able to have someone find out, and report back to 
	the Board, before it even meets...

						Tom_K

    re. -1
    
      Hey Tom!  You're not dead yet!  Thought you were long since drawn
    and quartered.  Good to have you around.  You make great cannon
    fodder!!  8^).
    
                                      Ron 

       hwtever happened regarding the investigation done by DEC security?
    Wasn't this the one where Federal officials (FBI) was involved? Is the
    new BoD able to tell us about this?
                                     Denny

We still have not seen that report (if you're refering to the one done back
in 1986). It's not the property of DCU but DEC and we're still working on
that.

       Thanks Paul, that's the one I meant.
                                     Denny

Paul,

>We still have not seen that report (if you're refering to the one done back
>in 1986). It's not the property of DCU but DEC and we're still working on
>that.

Are you saying that the DCU or it's attorneys don't have a copy of that
report or that you haven't been allowed to see it?  I was under the
impression that this report had been made available to the DCU back in
1986 and was ignored by the powers that be.  If that is true, how could it
be that the DCU doesn't have a copy now?

Certainly the DCU's attorneys could obtain a copy from Digital using the 
discovery legal process in the suit against Mangone, et al.  They could also
subpoena the author of the report (or was he one of the investigators?), who 
was not allowed to speak at the special meeting.  Since the legal process
takes precedence over any contractual obligation of confidentiality to
Digital, he would be free to disclose what he obviously wanted to at the 
special meeting.

Please excuse my fervor on this issue, but frankly I feel it's the most 
important issue from the past to be resolved.  This allegation, more than
any other, destroyed my faith in the DCU and Digital.  It will not be fully
restored until the truth is aired.

--Steve

>Are you saying that the DCU or it's attorneys don't have a copy of that
>report or that you haven't been allowed to see it?  I was under the
>impression that this report had been made available to the DCU back in
>1986 and was ignored by the powers that be.  If that is true, how could it
>be that the DCU doesn't have a copy now?

    It was my understanding that the DCU never had a copy of this but that 
    some members of the old board had seen it. I'm not surprised that the 
    DCU doesn't currently have a copy of it. Even if they did once. I have
    a vivid imagination and can picture all kinds of things that might have
    happened to it. :-)

    			Alfred

Hey BoD: if other methods don't work, wait until October 1st, then shout

	   ZERO TOLERANCE FOR LACK OF INTEGRITY!

	DOES PALMER MEAN WHAT HE SAYS OR DOESN'T HE?

until either someone gives you the report, makes a public statement 
of why they cannot, or it becomes clear that Palmer was just kidding 
with all his comments about integrity and doing the right thing.  

Incidentally, I believe that Palmer means it.  But proof would be nice.

	Enjoy,
	Larry