Conference 7.286::dcu

    
    You can start by filing a complaint with the NCUA.  The address has
    already been provided in this file.  The more people that file
    complaints, the more attention they will pay to it.  We have been
    continually characterized as a small group of troublemakers, when in
    fact there are hundreds of people out here that are demanding this
    special meeting be held.
    
    At this point in time the DCU BoD is in violation of the Bylaws. 
    According to the Bylaws, the Supervisory Committee can vote to remove
    Directors and also may call a special meeting.  The violation of the
    Bylaws is grounds for suspension or revocation of DCU's charter.  The
    BoD's action has jeopardized DCU's existance by their willful disregard of
    the Bylaws. 
    
    Send mail or call Jack Rugheimer, Ed Brady, and Dick Farrahar.  They
    are the Supervisory Committee of DCU.  This credit union is needs
    everybody's involvement more than ever.
    

    
    I'm sending a letter to Mary Madden today, asking for the date of the
    special election, or why the special election has not been called.
    My business reason is that I am a member and I am concerned about my
    investment in light of the board's seeming dereliction of duty. I'm
    sending it registered mail wih return receipt, and cc'ing the NCUA.
    
    If I don't hear back in 15 days, or I don't like the answer, I'll
    contact the NCUA directly and cc my congressperson and senator.
    
    NOTE: These are my own personal actions, done on my own behalf. All
    other concerned members are invited to take whatever steps they deem
    reasonable.
    

       I am writing a reply to the NCUA. The letter I received from them
    last Saturday said if I wasn't satisfied with the outcome of the
    special meeting I should feel free to let them know. It seems the BoD
    is not calling the meeting so I'll let them know about that. 
       I am also sending a letter to Richard Neal my Congressman, Does
    anyone know who chairs the (US) House and Senate Banking Committees?
                                     Denny

    re -1
    
         Simply call your Senators office or receptionists number
    at the House of Represenatives and the will give that info.
     
                                                    Ron

    How about posting the NCUA address again, so I don't have to go search
    the conference.  And how about names, addresses, and phone numbers of
    the DCU advisory committee, or whatever it's called?

	The NCUA address is easily found by doing a DIR/title=NCUA
	which reveals Topic 295 NCUA Address.


				Tom_K

    I'm going to wait until October 15 when I can be certain that the
    bylaws have been violated (7-day notification and the potential 
    30-day limit).  Then, I plan to send my own letter to the NCUA with
    one-day mail and with a cc to a pol or two (haven't decided who yet).  
    I'll post the letter here when I do.  I'll express concerns that, from
    what I understand, a meeting held after the 30-day limit may be
    declared invalid.  By getting notice on the 16th it will be just in
    time for them to take quick action if they choose to in order to avoid
    invalidating the meeting.
    
    I suspect that the BoD interpretation of "calling" the meeting also
    includes not having to tell us when it is until 7 days prior to the
    meeting time.  And, heaven only know when that would be.  According to
    their interpretation, they could hold the meeting next June so long as
    they send us notification by the end of May.  No?  Better yet, they
    could schedule it to coincide with the annual meeting and adjust the
    agenda of the annual meeting.  It'd save money, dontcha know ...
    
    Steve

Apparently, the president commented today at HLO that there would be a special
meeting, and that members would be receiving notice of it next week.  I believe
he also stated that the special meeting would not be held within 30 days of
receipt of the petitions.

If this is true, I question the validity of the special meeting, and whether
or not votes taken there will ultimately prove to be binding.  

I certainly hope that DCU has followed DEC's lead in the matter of the special
meeting and will Do the Right Thing.  And I also hope that the membership will
not stand by and take it if the BoD tries to mess this up with procedural
game playing.

/chris

    Would someone please post or direct us to the actual special meeting
    Bylaw (Article V, section 3....)wording.....I want to review it before
    sending my letter to the NCUA, and also will probably quote it in the
    letter.
    
    I tried to search for a title with BYLAW in it, but came up with
    nothing....not too sure how that DIR/title= thingy works anyway!
    
    Thanks, 
    Ron
    

Re: 309.8 by ALPHA::gillett 

>Apparently, the president commented today at HLO that there would be a special
>meeting, and that members would be receiving notice of it next week.  I believe
>he also stated that the special meeting would not be held within 30 days of
>receipt of the petitions.

I was there.  What I also heard was that we would have several 
weeks notice of when the meeting is, implying that it was in 
November or later.  The question about how this relates to the 
requirement to hold it within it 30 days was asked.  The
president responded "That's not true.  It's required to be called 
within 30 days not held."

    *If* .-1 is a correct interpretation, then how long a period does the
    DCU BoD have to actually hold the meeting?  Where is it written?

    Well, I just called Mary Madden and asked when the special meeting
    would be held.  She said that everyone would be notified by mail.  I
    asked if it would be held within the 30 day timeframe from when they
    received the petitions.  She said that everyone would be notified by
    mail.
    
    I asked if my interpretation of the bylaws was incorrect.  She said
    that the members would be notified of the meeting by mail, and that it
    would be in accordance with the bylaws and guidelines.  I asked if the
    meeting details would be posted at the branches.  She said we would be
    notified by mail as soon as a date and place were selected.
    
    Well, I plan to put my letter together to the NCUA and the appropriate
    legislators, but I will probably wait til next week to send it.
    
    In the meantime, I guess we'll be notified by mail.

              <<< BEIRUT::R7XBOK$DIA0:[NOTES$LIBRARY]DCU.NOTE;4 >>>
                                    -< DCU >-
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Note 262.0         Returning DCU to it's rightful owners, YOU         40 replies
GUFFAW::GRANSEWICZ "I'M DCU and you're not."         74 lines  14-AUG-1991 03:19
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    I have received my copy of the DCU Bylaws and have reviewed them twice. 
    The power to take back the control of DCU from the current group of
    people controlling it is WITHIN OUR POWER.
    
    ARTICLE V.   Meeting of Members
    
    Section 3.   Special meetings of the members may be called by the
    executive officer, or by the supervisory committee as provided in these
    bylaws, and may be held at any location permitted for the annual
    meeting.  A special meeting shall be called by the executive officer
    within 30 days of the receipt of a written request of 200 members.  The
    notice of such special meeting shall be given as provided in section 2
    of this article.
    
    (Section 2 states that 7 days notice be given to all members for a
    special meeting.  The current executive officer is Claire Beaudoin.)
    
    ARTICLE XIX.   General
    
    Section 3.  (8/90)  Notwithstanding any other provision in these
    bylaws, any director, committee member, or officer of this credit union
    may be removed from office by the affirmative vote of a majority of the
    members present at a special meeting called for the purpose, but only
    after an opportunity has been given him to be heard.
    
    
    The numbers in the parentheses indicates a change or addition to the
    section, I believe.  There are 29 notations of these in the bylaws.
    From 10/80 to 10/89 there were only 16 changes made.  From 8/90 until
    4/91 there have been 13 changes made.  The BoD changes the bylaws and
    charter with a 2/3 vote of the authorized number of members of the
    

	Lets not be unreasonable. A meeting held on the 18th rather
	than the 17th certainly complies with the spirit, if not
	the letter of the by-laws. As far as I personally am concerned,
	so would a meeting as late as the end of October. That's a much
	different situation than if they scheduled it for, say late 
	November, or later.

					Tom_K

If the special meeting is held after the 30-day time period specified
by the bylaws, couldn't anything done at that meeting be declared null
and void on the basis that the bylaws had been violated by the timing of
the meeting?

If I were the board this is the tactic I would use to try to prevent
any action decided on in the special meeting from becoming fact.

Nanci

My concern, with "several weeks notice" is the it will be held the
Tuesday or Wednsday before Thanksgiving or perhaps the Monday after,
or even the week between Christmas and New years.

THese dates could go a LONG way towards reducing attendance.

Bill Parke

    How many people have to show up at the special meeting in order for the
    BoD to be removed?

    It seems simple to me what we should do next.
    
    When the special meeting takes place, and when the BOD gets voted out,
    and when they say "opps! after the 30-day limit! We're really sorry,
    but we'll have to stay on." 
    
    Then we have *another* petition drive. And make it a BIGGIE!!!! And put
    the NCUA's interpretation of 'called' on it. But by then they should 
    understand 'called' since they will have used it to invalidate the 
    previous meeting.
    
    As someone else, I think PG said, we're in this for the long haul. This
    may take a while, but hopefully, in the end, we'll have a BOD we
    can trust!
    
    BLD
    

If the meeting is held outside of the window of time specified by the Charter
bylaws, then the meeting was held outside of the scope of the Charter and could
most probably be construed by law to be non-binding on the BoD.  

It's well-established within the legal system that the language and intent of
items like contracts, corporate charters, bylaws, etc. must be fully followed
and adhered to with precision.  Further, I've been told that it is well
established that, in the absence of precise language, the common usage is
followed.  So, in my not-so-legal-beagle mind, if the BoD does not "call" the
meeting (schedule it, hold it, and call it to order...) then they operating
outside of their own policies.  

I am currently making efforts to get clarifying opinions from counsel
with regard to this matter and others related to the current situation in
DCU.  I'll report what I find out as regards the issue of when the special
meeting must be held.

/Chris
 

   Sounds like DCU is in a no-win situation with the special meeting.

   If they  are  holding  the meeting beyond the 17th, they are saying that
   they  believe that the "called" means "scheduled".  In other words, they
   have  decided  that  holding the meeting after the 17th is sanctioned by
   the   bylaws,  therefore  the  results  are  binding  because  by  DCU's
   interpretation,  the meeting was held properly.  They couldn't very well
   (tho  maybe  I  overestimate  their  integrity) turn around and all of a
   sudden  change  their  interpretation to mean the meeting must be "held"
   within  30  days.   Once  they  interpret the bylaws one way, they can't
   interpret  them  a  different way.  We have forced their hand (by making
   them  call a special meeting) to prove what their interpretation is.  It
   might take mail to NCUA, but I believe they are trapped by demonstrating
   their interpretation.

   I wonder  if somebody would like to write to DCU and get in writing that
   they intend to abide by the special meeting whenever it is called.

        I just got the same non-commital runaround from Mary madden as
        .12. I kept pressing the issue, and she kept stating that we would
        all be informed by mail, and that the 30 day requirement did not
        apply. I did get somewhere, as she said that the notification
        would go out this week. It would seem that they are interpreting
        that the 30 days are to notify the members, as opposed to actually
        holding the meeting. I pointed out to her that this was NOT the
        interpretation of the NCUA, but she did not seem to care.
        
        Today is a government holiday. Tomorrow I will start making phone
        calls to the NCUA, my senators and representative, and appropriate
        congressional committee chairpersons.

							October 16, 1991

							Steve Sherman
							101 Ash St.
							Marlboro, MA  01752

TO:	Mr. Layne Bumgardner
	National Credit Union Administration
	9 Washington Square, Washington Ave. Extension
	Albany, NY  12205
    
CC:	Senator Kerry
	Transportaion Building
	10 Park Plaza, Suite 3220
	Boston, MA	02116
    

Mr. Bumgardner,

As you are aware, a petition of over 1200 signatures (more than six times the 
number required) was received last September 17 by officials of the Digital 
Employees Federal Credit Union (or DCU) in Maynard, Massachusetts.  This 
petition called for a special meeting and set an agenda as prescribed in the 
bylaws of the DCU.  This petition was validated by DCU officials shortly 
thereafter, according to news reports I have read.  I assisted in the collection
of these signatures and witnessed their delivery.  

You are probably aware that DCU bylaws state that a special meeting "shall be 
called" within 30 days of the delivery of the petition.  You are probably aware 
that "shall be called" is generally interpreted by the NCUA to mean that the 
meeting should convene within 30 days of the submission of valid petitions.  
And, you are probably aware that notice should be mailed to shareholders within 
7 days of this meeting, according to DCU bylaws.  

I am sad to report that I have not yet received notice and wish to file formal 
complaint.  I have heard rumor that a special meeting will be held, but only 
after the 30-day time limit.  The Board of Directors has decided that on or 
before October 17 they are only required to set a date for the meeting.  They 
have decided that this is not in violation of the 30-day limit.  But, it appears
to me that this is in violation of DCU bylaws per NCUA interpretation.  

Further, I understand that since the special meeting will be held after the 
30-day time limit it is possible for the results of this meeting to be declared
invalid, should the DCU Board decide to change their interpretation.  If true, 
this goes beyond violation of bylaws and demonstrates willful disregard at 
best, on the part of the DCU Board, toward the interests of DCU shareholders.  
They will have been directly responsible for defeating the entire process 
described in the bylaws for shareholders to petition for a special meeting.  
Surely this is not a precedent that you would like to see established for the 
credit unions you regulate.

This reflects upon the honor, credibility and integrity of your administration.
This is because I have witnessed the DCU Board fondly and publicly expressing 
their faith in the regulation, direction and, from the sound of it, endorsement 
of their procedures by the NCUA.  This cuts at the core asset of all credit 
unions which is the trust and faith of the shareholders.  I strongly urge your 
administration to take whatever steps are necessary so that it may be possible 
for the faith of the shareholders to be restored in the DCU Board and in the 
bylaws of the Digital Credit Union.  Thank you very much for your attention.


							Sincerly,


							Steve Sherman

    
    Recieved in today's mail, one "Notice of Special Meeting", 
    postmarked 15-Oct.
    
    

    
    I sent a letter to Mary Madden on Friday, 11-Oct, asking when the
    meeting would be held and stating my concern that the BoD was not
    following the bylaws (meeting no later than 17-Oct, announced by
    10-Oct) [.2].
    
    I received a reply yesterday. In it was a copy of a letter from the
    NCUA, dated 7-Oct-1991:
    
    
      	Subject: Digital Employees' Federal Credit Union
    
    	Dear mr. Melchione:
    
    	I am responding to your letter dated October 4, 1991 regarding the
    	NCUA's position on the definition of the standard Bylaw term, to
    	"call" a special meeting of the members. Because you indicated
    	that the credit union has an upcoming special meeting, I am
       	responding to you in an expeditious manner.
    
    	The NCUA has not issued any formal opinion which would define
        whether the term "call" refers to the holding or the announcement
    	of a special meeting.
    
    	The NCUA has taken the position that it will not interfere in the
    	member grievances of Digital Employees' Federal Credit Union. The
    	members have it within their power to resolve their own disputes.
    	Any consideration by the NCUA to interpret the bylaws prior to the
        special meeting might be interpreted as support for a particular
    	group of the credit union's members. Accordingly, your letter will
        be submitted as a routine request for an interpretation.
    
    						Sincerely,
    						(signed)
    						Robert M. Fenner
    						General Counsel
    
    
    We can continue to debate whether the BoD violated the spirit of the
    bylaw, but it appears the NCUA has taken the position that it will take
    no position until after the fact. Your tax dollars at work...
    

    
    Re: .24
    
   > The NCUA has taken the position that it will not interfere in the
   > member grievances of Digital Employees' Federal Credit Union. The
   > members have it within their power to resolve their own disputes.
   > Any consideration by the NCUA to interpret the bylaws prior to the
   > special meeting might be interpreted as support for a particular
   > group of the credit union's members. Accordingly, your letter will
   > be submitted as a routine request for an interpretation.
    
    I think what is interesting here is not the refusal to render an
    opinion, but the remark about "a particular group of the credit
    union's members".  To me that says it all.  We don't know what was
    in Melchione's letter to the NCUA that this was a response to but
    if this quoted remark is a reflection of anything in Melchione's
    letter then it seems quite possible that that is precisely how the
    DCU is viewing this: There's simply a small bunch of disgruntled
    customers who need to be humored first and hopefully squashed later.
    
    fwiw,
    Steve
    
    

    I think what is important now is not that the NCUA or Chuck may have
    previously held to "call" as meaning to hold a meeting.  What is
    important is that it appears that the current interpretation by the
    BoD seems to violate the intent of the bylaws as interpreted by
    shareholders.  For, by this interpretation there is no time limit
    placed on when a special meeting will be held after submission of a
    valid petition.  This is probably a flaw in the bylaws and it is
    apparent that the NCUA chooses to yield to member interpretation,
    as made manifest by the members through actions taken.  Further,
    though this may be a flaw, it is one that the current BoD is apparently
    using to their advantage rather than seeking the desires of membership.
    And, that is the core problem.  There are members who are seeing
    evidence of a BoD that does not have the interests of the general
    membership at heart.
    
    Steve

       If you're writing to your elected Reps. it may be a good idea to
    mention that the NCUA seems to be not doing their job. Yet another
    example of our 'tax dollars at work'.
                                      Denny

What's the big deal?  So the meeting is three weeks later than the 30 day
limit.  I can understand people complaining if the meeting was delayed
several months, but I think that it's being held within a reasonable time
after the petitions were received.  Certainly the bylaws should be changed
to clarify this, but I wouldn't want to be responsible for validating
petitions and arranging a special meeting within 30 days.  I think 45
or 60 days is good enough.

If the BoD is thrown out, will those complaining about the meeting being
late continue to complain, thus jeopardizing the results?

I think the NCUA is wise to stay out of the dispute.  It *is* a dispute
between two groups of members.  What would be gained by anyone if they
intervened?  Suppose they ruled that the BoD's interpretation was wrong --
what would happen next?

    
    Re: .28
    
    The "big deal" is that it is an example of a larger issue
    i.e. the BoD lack of respect for and response to the wishes
    of the membership.
    
    Steve
    

    re: .29
    
>   Re: .28
>   
>   The "big deal" is that it is an example of a larger issue
>   i.e. the BoD lack of respect for and response to the wishes
>   of the membership.
    
>   Steve
    
    Steve,
    
    You obviously made a typo. It should be: 
    
    'The "big deal" is that it is ANOTHER example. . .'
    
    -Bob

    
    Over and over they have said the same thing.  This is all because of a
    small group of people.  Their "informal discussions" were designed to
    guage the size of the opposition.  The turnout told them the opposition
    was small.  The requests for information that are "inundating" them are
    again, from a small group of people.  And what is Mary Madden saying
    when people call to find out what is going on?  Of course, that a
    relatively small group in comparison to the total membership is
    involved.  The theme is clear.  The fact that we were able to submit
    1220 petitions with VERY little effort and almost no publicity didn't
    seem to mean anything to them.  Considering the fact that the BoD
    controls almost all communications to the membership and most that have
    read it have heard half the story, that 1220 has grown enormously in
    terms of awareness.  I can promise the BoD it will continue to grow
    right up to the special meeting.  The extra time they have taken to
    "call" the meeting will be used to our advantage.
    
    The contempt for the DCU membership at large that has been exhibited by 
    their "BoD-PP" and there willingness to control information dissemination 
    on DEC's network has done a lot to show who and what we are dealing with.
    I am more convinced than ever we are doing what is right and what is
    needed.
    

I think I mentioned this earlier but it bears repeating. 

The other "big deal" about the board's failure to call the special
meeting in accordance with the time limits set down by the bylaws is
that anything done in that meeting can then be declared invalid
since the meeting did not take place according to the bylaws.

Nanci

If the BoD gets thrown out, who's going to complain to the NCUA about the
meeting being held late?  The BoD, who are responsible for it being late?
Come on, folks, get real.

The point I was trying to make is that if the Board gets voted
out at the meeting then they can use the fact that the meeting
was not held within the guidelines of the bylaws to their
advantage.  Yes, it's sneaky and underhanded and it's also a 
very effective way to play political hardball.

Nanci

    Chuck Cockburn or other senior DCU officers can contend that the meeting 
    was late and that the results of the meeting should be invalidated.  Or, 
    I might guess that the chair of the meeting would find a way to invalidate 
    the meeting results somehow.  Or, members of other committees
    previously appointed by the BoD could make some assertions to
    reinstate.
    
    Steve

    All the concern that the special meeting being too late may render it
    invalid is unfounded.  Go back and re-read the applicable bylaw:
    
	ARTICLE V.   Meeting of Members
    
	Section 3.   Special meetings of the members may be called by the
	executive officer, or by the supervisory committee as provided in these
	bylaws, and may be held at any location permitted for the annual
	meeting.  A special meeting shall be called by the executive officer
	within 30 days of the receipt of a written request of 200 members.  The
	notice of such special meeting shall be given as provided in section 2
	of this article.
    
	(Section 2 states that 7 days notice be given to all members for a
	special meeting.  The current executive officer is Claire Beaudoin.)
    
    The only condition necessary to call a special meeting is that it be
    called by the executive officer or the supervisory committee.  Assuming
    they have indeed formally called it, then the special meeting will be
    valid regardless of timing.  It would even be a valid special meeting
    if all the petitions were to be found invalid or fraudulent.
    
    If you want to be completely paranoid, one could conceive of the
    possibility that the executive officer has not formally and properly
    called this special meeting, despite the notices being sent out, etc. 
    If this were the case, then a civil lawsuit against the executive
    officer and other DCU officials would be appropriate (and rather
    obviously justified and trivial to win).  I give this possibility no
    credence whatsoever, but there have been other cases where officials
    have been this stupid (18 minute gaps in recordings come to mind).

    
    
      FWIW,  I flat out don't believe the assertion that the meeting
    was required to be _HELD_ within 30 days.
    
      The earlier phone call to the NCUA did _not_ get a formal 
    interpretation - it got an offhand educated guess on an admitedly
    vague wording in the Bylaws,  but that's all.   
    
      IMHO,  the issue is unimportant,  and detracts from the bigger
    issues at hand.
    
      Thus far,  the BOD has gotten the notices out and scheduled
    the meeting in reasonably  good faith,  despite dire predictions 
    to the contrary.  Chuck has indicated that the facilities will be 
    adequate.  I think it's a fair assumption that the meeting 
    will be held,  and its results considered valid.
    
      There really are only 2 possible scenarios:
    
    	1)  The meetings is held on the 12th,  and the results 
    		are considered valid.
    
    	2)  The meeting is held and there is an attempt to invalidate
    		the results.  If they attempt to invalidate the 
    		results,  they are making an implicit admission that
    		they failed to schedule the meeting required by the
    		bylaws.
    
      In scenario 1,  somebody wins.  In scenario 2  nobody wins.
    
    
    						-al
    

    I agree.  Let's drop the issue of when the meeting is being held.
    It is being held!  All efforts now should go toward insuring a
    large turnout.
    
    Don't waste any further time or words on the meeting date!

    
    Ya, ya ya, we could go on and on with this.  Let's just suffice it to
    say should the BoD attempt any shananigans with the meeting outcome,
    they would be hit with another x thousand petitions for another special
    meeting before they had time to blink.  We can be very accomodating
    should they wish to continue to carry this on.

    
    I believe this issue is no longer one, therefore this topic will be set
    to nowrite.
    
    Regards,
    
    Your Moderator.