Conference 7.286::dcu

    	RE: .0
    
>Suppose we throw out the BOD who do we get to replace them?  Has someone
>organized a slate of new candidates to replace the old one?  Before we, the
>membership, get rid of the old ones we should make sure the new ones are
>better.
    
    This topic has been discussed in many other notes, probably as a
    digression from the main topic.  Nobody has a replacement slate of
    candidates ready to take over DCU.  Free and open elections that we are
    calling for in agenda item 3 of the special meeting will provide the
    opportunity for the many DCU members out there to enter into the
    election process.  DCU's Nominating Comm. reviews candidates and
    selections what it feels are valid candidates.  I'm not sure, I as a
    DCU member, need a screening Committee to deny me more choices (hey,
    that would make a nice marketing campaign ;-)  Personally, I would
    prefer more candidates with a longer writeup detailing more than bland
    statements of degrees and past positions held.  I have meet a lot of
    people that have glowing credentials yet lacked an ounce of common
    sense.
    
    "we should make sure the new ones are better."  Better is in the eye of
    the beholder.  And there is no making sure.  You make your decision
    based on the information presented.  You should be correct most of the
    time.  That's why there are 7 directors though.
    
    The tone of the latest BoD response seems to imply that there is a
    monopoly by the BoD on good business judgement.  That is the farthest
    thing from the truth.  It is a classic scare tactic and plays upon
    people's fears and uncertainty.  The BoD consists of a patent lawyer,
    Personnel manager, marketing people, etc.  A diversity is required and
    desired.  Finance and economics play a part but only a part.  Without a
    "credit union mentality", all of the above doesn't matter much.  We
    will end up with exactly what we have now, a bank masquerading as a 
    credit union; A BoD that thinks we are customers that are better told
    to "shop around" than "you are members and we want to do right by you".
    
    So I would ask people out there to not dismiss candidates that do not
    have banking, finance or economics experience.  IMO, ex-bankers can be
    a very dangerous thing to a credit union.  IMO, I think what we have
    witnessed under the current BoD over the last several years, is the
    transformation of our credit union into a bank right under our very
    noses.  The fact that two ex-bankers are on the BoD is no coincidence.
    

        There must be hundreds of qualified BoD candidates within the
        field of over 88,000 DCU members. The nominating committee has had
        no problem in the past of coming up with at least two challengers
        for every incumbant running for the board. I don't know any of
        these previous unsuccessful challengers, but I personally would
        vote for any of them before I voted for any of the current BoD.
        
        I would think that anyone with experience managing a budget within
        DEC might be a good candidate. I would suggest that many of our
        finance employees would make good candidates. I recall that there
        are DCU members who have run for the BoD before who had experience
        on other credit union BoDs. I would think that any DEC employee
        who truly practiced the first rule of Digital "Do the right thing"
        would be a good candidate for the BoD. I think that there are many
        field members who would make good candidates for the BoD, but have
        not been allowed to run becuase they are not near Maynard. The DCU
        ByLaws permit directors to attend via teleconferencing, so why is
        this restriction necessary?

    
    We should not need a slate of seven who could replace Chuck Cockburn.
    He should be the expert in how to run a credit union.  The job of
    the BoD should be only to see that he runs it ethically, according to
    the Bylaws, and that any decision made is in support of the primary
    goal of serving the members.
    
    For sure, experience with budgets, credit unions, etc. would be helpful
    so that they would better understand the issues/problems and thereby
    ensure that all policies and decisions reflected the right balance, but
    I submit that there are probably hundreds if not thousands of
    individuals among the membership who when joined collectively on the
    BoD who could do the just fine *IF* they ensure that the BoD fulfills
    the right role.
    
    Steve
    

He'd get my vote }8-)}


Aside, I disagree with the boards "We won't allow ...".

There are plenty of ways to get the experience to participate on the BOD of
a credit Union, EVEN if they need to make financial decisions, and some
operational decisions.


I am not running for the BOD (personal reasons at the moment) and I would
not get past the nominating committee either because I don't:

	1) Have Managerial experience
	2) Have professional finance experience
	3) H**l I don't even have a degree

But, from my point of view I do have credentials:

	1) I have been managing my own investment portfolio for
	   more than 30 years (In 1987, between July and December 31,
	   it gained in excess of 20%)

	2) I deal daily with people that know more than I do about their
	   development areas, yet I provide input to the decision making
	   in these areas I am not expert in.

	3) I have strong feelings that the membership of a member organization
	   should be listened to.  (For instance, the BOD SHOULD NOT have the
	   power to make changes to the rules under which they operate
	   without membership agreement.)  (This one immediately disqualifies
	   me under the current rule).

	4) I believe that if I were to participate in hiring an expert
	   President, (Chuck in this case) that person should bear the
	   responsibility for operation and profit and service to the members,
	   the board should oversee, NOT RUN the operation of a CU.
	   (Another point against me, I don't believe the Pres is a
	    figurehead)

But, I digress.

Yes we need people running for the BOD, but the minute ANY faction
(secret committee) puts up a "slate" of candidates, we have the same
problem that we have with the current incumbent system.  The BOD might
be voted in by the membership, but might not represent the mores and opinions
of more than a portion of the membership (possibly a minority).  With 7
directors,the optimum situation would be to have them be from 7 geographical
areas (if that makes sense).

Right now we have the BOD of the Bank of Digital in Maynard Mass, and this is,
among other things, why I will vote for change.


Not, for this note stream:

PLEASE, PLEASE, 

ANYONE INTERESTED IN RUNNING FOR THE BOD, PLEASE PREPARE YOUR POSITION AND
APPLY TO THE NOMINATION SYSTEM.   EVEN IF THE CURRENT BOD IS NOT VOTED OUT,
THERE ARE TWO SEATS TO FILL COME SPRING.

    I rather suspect the current BoD members will all be candidates if
    they do get voted out. If no other viable candidates emerge, the 
    current board will be reinstated...one hopes with a somewhat
    chastened attitude, but I think the odds of that are considerably
    less than the odds of having other, better candiates to choose
    from.
    

    
      I will state that AT LEAST 7 other DCU members have expressed their
    desire to run for the BoD should positions be open.  Since they have
    not given permission to divulge their names, I will not.  One
    specifically requested it not be divulged.  There are a LOT of willing
    and COMPETENT DCU members that we will be able to chose from. 
    
      IMO, re-electing the current Board or leaving them in place will seal the
    fate of DCU in the minds of many members.  The current BoD has shown
    who they are, what they are, how they think and how they perceive the
    membership.  One can easily extrapolate DCU's future from this.  Now
    there is gloomy future if you ask me...
    

.5:

That scenario is pretty much what I expect will happen.  The uninformed 87,000
DCU members get their ballots, and either they don't send in their votes, or
they vote for the people who they see have "experience", meaning the old BoD.
This is assuming that the BoD doesn't get the proxies, which I'll assume they
will, anyway.

I don't think this will chasten them at all, though.  I think it'll just add
fuel to their arrogant attitude of invincibility.

Perhaps we have forgotten why credit unions were started in the first place.
They were designed to help people pool their money so they could achieve
a level of economic stability. The credit union boards were not composed 
of financial whiz-kids, or budding young attorneys but instead of Mary, 
the school teacher, or John the machine-operator. 

These people have a common feature; common sense. To them, when someone
proposed a risky way of making money they become concerned because it's
THEIR money at risk. The one thing apparently heretofore not discussed
as a prerequisite for board membership is the gift of knowing when to
come in out of the rain; common sense.

You do not need management skills, you do not need financial skills,
you do not even need to know DECspeak. You do need to know when
someone is trying to pull something over on you; common sense takes
care of that.

Perhaps we have forgotten that credit unions are composed of lots of
people and that fancy resumes often bely the ability to come in out
of the rain.

    
    RE: .8
    
    YES! YES! YES!  I tried to say the same thing in .1 but you have said
    it much better.  "Common sense isn't all that common."
    

	I'm not sure that it's as much as the BoD doesn't have the sense
	to recognize it's raining, and hence come in out of the rain, as 
	much as it is they figure they know so much that they can run between 
	the rain drops, and avoid getting wet. In the past few years,
	they look pretty wet, though...

	One advantage of not being arrogant is knowing and staying within 
	your limitations.

						Tom_K
	

    I see people quoting some kind of qualifications required before they
    can be accepted by the nominating committee as a candidate for the BoD. 
    Are these true?  Is there a set criteria the nominating committee uses?
    
    As far as representation of the geographic areas, if such were the
    case, I think it would be better for the representation to be similar
    to the House of Representatives rather than the Senate.

    Having been rejected by the nominating committe in the past, I have no
    idea what they are looking for.
    

The following is from the "DCU ELECTION GUIDELINES", which as far as I know
is available only in hardcopy:

[...]

We suggest that all applicants be measured by the same three board [sic]
criteria:

    1.  capacity,
    2.  commitment,
    3.  orientation.

Capacity -- refers to the applicant's ability to perform the job -- his/
her overall competence based on past jobs, educational background,
community interest, knowledge of DCU functions, record of past achievements
and successes, etc.

Commitment -- this is harder to measure in an applicant, but [nominating]
committee members must establish if the potential candidate is willing to
devote the time and mental energy needed to do the job.  Because a board
position is voluntary, it makes sense to determine the reasons for
volunteering or if the applicant has done any volunteer work before.  An
occasional person seeks the distinction of being a board member rather
than the opportunity to serve the membership.  [I am not making this up.]

Orientation -- refers to the point of view the candidate is likely to have.
The nominating committee must decide what the needs of the board are and then
provide nominees who fill those needs.  At different times the board may need:
financial expertise, youth, management experience, minority representation,
etc.

["Nominating Committee" is a misnomer, IMO.  It's really "Country Club
Membership Screening" committee, its function being not to encourage
volunteers to serve, but to screen out "undesirables", IMO.  Later there
appears:]

Publicity -- The nominating committee chairman and the DCU communications
manager [!] review all official campaign literature.  After the nominees
are selected, the communications director works with each of them to
generate publicity material.  Later, the same procedure is repeated for
any petition candidates.  Each candidate is given equal space.  Candidates
are given the option of filling their space with their own written
material.  IN ALL CASES, FINAL APPROVAL OF OFFICIAL DCU CAMPAIGN LITERATURE
MUST BE GIVEN BY THE NOMINATING COMMITTEE CHAIRMAN [emphasis added].
No material will be released without the written approval of the candidate
and the chairman of the nominating committee.

[How is this screening committee itself composed and selected?  By the
membership?  Nawww...   read on:]

Selection of the nominating committee -- This is the duty of the DCU
President, although the president should consult with the board for
suggestions.  Past board members should be considered for the nominating
committee.  The president should select three nominating committee
members.  The nominating committee should select its own chairman.
To ensure that the committee has a good start, the president or a
representative should attend the initial meeting.  To ensure continuity,
two committee members should be chosen from the nominating commitee
of the prior year.  [Wouldn't want too much new blood, would we?]

[on "composition of the nominating committee":]

No _serving_ [emphasis in the original] board member should be appointed
to the nominating committee.  The liaison may be useful to the nominating
committee, but the views of a single board member are too easily interpreted
as the views of the entire board.  [I still am not making this up.  It
appears that the nominating committee is expected to take work direction
from the sitting board, IMO.]  The nominating committee should meet with
board members (not just one or two) as part of its operational plan.
Further, the nominating committee should be aware that they have access
to any board member (or any other resource, for that matter) during any
part of the nomination process.

[geography is mentioned, although in a hard-to-understand paragraph:]

The makeup of the whole committee is important.  The committee should be
broadly based -- so that the committee be as representative of the
population as possible.  GEOGRAPHICAL REPRESENTATION IS THE LEAST
SIGNIFICANT CRITERION.  WHAT IS MORE IMPORTANT IS A BLENDING OF DISCIPLINES,
LEVELS, AND POINTS OF VIEW.  [emphasis in the original]

    I have been selected twice by the nominating committee to run for the 
    BoD....so I guess I have convinced them that I have what they're 
    looking for.  
    
    What is more illusive, is what the membership is looking for.  My 
    platform (in 100 words, which is all that is allowed), stated my 
    credentials and a note that suggested that a change in the BoD was 
    necessary.
    
    Having been on the ballot twice, and having garnered just enough votes 
    not to unseat an incumbent, I believe that, for the most part, the 
    membership has been uninvolved in the election process.
    
    Hopefully the current actions which have resulted in the DCU special 
    meeting will help to overcome membership apathy.
    
    Although I am unable to attend the DCU special meeting, I anxiously 
    await its result.
    
    FYI.....I am requesting BoD nomination papers today so that I may run 
    for the BoD once again.
     

        I just checked in ELF. Phil sits 3 floors below Rich! Now I
        understand! This whole mess is a conspiracy on the part of Rich
        and Phil to finally get Rich elected to the BoD :-)
        
        Seriously, could you post your hundred words, and perhaps give us
        some insight into your background? I'd be interested to know what
        qualifications you have that got you nominated more than once. I'd
        also like to know what changes you would make to the way things
        are currently being run.

    Which members of the BoD are up for election next year?

>        I'd be interested to know what
>        qualifications you have that got you nominated more than once. 
    
    	The nominating committee picked him because they felt he would 
    	not unseat the incumbent.
    
    
    
    	:^)
    
    	Sorry.  I couldn't resist...
    
    	Joe Oppelt

    
    Yes, Rich Luciano is in the same building.  I have even meet him once,
    during the petition signup.  In the brief moment that I spoke with him,
    (petitions were flying fast and furious) he seemed like a nice guy.  I
    have also read his qualifications (need to know about his philosophies
    and priorities though).  Definitely MUST change candidate writeup rules
    to allow more information.  100 words is ridiculous.
    
    As for his candidate writeup, I do have it but not with me.  I'll try
    and remember to bring it in tomorrow.  I have candidate writeups for
    the last 4 years.  If I have time I'll put them all in so we can all of
    the past candidates that are probably willing to step forward and run
    for the BoD.  And that doesn't count any of the newly inspired group,
    which I'm sure exists.  Digital is full of highly qualified people to
    serve on the Board.  For the BoD to imply that they are irreplaceable
    is hog-wash.
    

    I'd be glad to provide you with more than 100 words...but given that 
    was the criteria, below is what I submitted to the DCU membeship to get 
    elected.
    

    RICHARD LUCIANO
    
    The responsibility of the DCU is to its members.  You should expect 
    competitive:
    	 - DEPOSIT RATES 
    	 - LOAN RATES 
         - FINANCIAL SERVICES
    
    My goal is to achieve these objectives in a cost efficient, secure 
    manner, consistent with the changes occurring in the Digital 
    population.  
    
    My qualifications include:
    	 - Marketing Executive, Digital 
    	 - Board of Directors, Polaroid Credit Union 
    	 - M.B.A., Dartmouth College
         - B.S. Engineering, Northeastern University
    
    As a board member of the Polaroid Credit Union, I have accomplished 
    these objectives for its membership.  If elected to the DCU, I will 
    work to achieve these objectives for you.
    
    Please, elect a non-incumbent, with new ideas.

    
    I guess what I'm wondering is what is so magical about 100 words?  The
    more a candidate tells us about themselves, the better judgement we can
    make.  Personally, I can't make an informed judgement of somebody whom
    I do not know, based a 100 word statement.  Especially since we have
    little or no opportunity to speak with them, unless they happen to be
    in your general vicinity.  And for those in Colorado, Chicago, Atlanta,
    etc., that is impossible.
    
    I propose a 1 page write-up.  66 LINES of text on whatever the
    candidate feels is important for the DCU membership to know about
    themselves, what they want to do, what their philosophies are,
    priorities, experience, etc.  Again, we need MORE information to make
    an intelligent decision.

   I'm glad to see somebody throw their hat in the ring, thanks!

   One of  the things I'd very much like to see is BoD candidates commit to
   digging  in  the archives and find out exactly what went on, and digging
   thru enough inf to make sure the ex-BoD didn't have special loans, etc.,
   and  committment  to  make  the  BoD  meeting  minutes public (excluding
   confidential  info  of  course).   That would sure get my vote.  At this
   point,  I'd really like to know what happened so we can start off with a
   clean  (or  at  least  cleansed)  slate.  There will always be questions
   unless we can really find out what happened.

   Also, I see you were a board member of the Polaroid Credit Union.  Could
   you  tell  us a little bit about Polaroid's policies? For instance, if I
   were  a  member  of  PCU, could I get copies of the BoD meeting minutes,
   etc.? What was their policy on annual reports and auditor notes?

If we get 66 lines, how about some specific issues of the members, such
as cleaning up the Bylaws situation,  electing the oversight committee,
appointment of the nominating committee by more than the BOD, etc.

When the Elections are under way, invite ALL candidates to open a base note
with their statements, with permission to forward.  A distributed campaign
could be run from here (or possibly, DCU_CAMPAIGN?).

This would allow open discussion with ALL perspective board members
(would members of the current BOD participate).  Most DCU members can
access this or a like conference for these purposes.

    
    From the previous few replies in this note plus some of the other 
    discussions, it seems like there is a good basis for one or more 
    referendum questions at the next DCU annual meeting...
    
    1. That candidates for election to the DCU Board of Directors be
    allowed to furnish up to one full page [what size type??] of material 
    listing his qualifications and viewpoints, and that this information
    will be made available to members prior to the election.
    
    2. That all auditor's notes will be required to be distributed to 
    members.
    
    3. That all reasonable requests [this could be spelled out] for 
    information will be acknowledged within (x) days, indicating the
    response to the request.  This acknowledgement would include an 
    estimate of the cost to supply the information and a date by which
    it could be supplied, or a reason for a denial and an appeals process
    if appropriate.
    
    etc. etc.
     

    
    
      re -.1
    
      Those are all good ideas,  but Chuck Cockburn has already
    committed to making auditor's notes available (at least for
    inspection),  as well as some other changes.  Presumably,
    with a new BOD,  and Chuck Cockburn's positive ideas,  the
    basic direction of DCU will be changed.  
    
      I'd  caution against the   urge to "Micromanage by referrendum"
    and utilize   member balloting for  _big_ overall policy issues 
    only,  and  leave the implementation of the specific details to 
    chuck and his staff.
    
    
    						-al
    

    I've poked back in here for the first time since early October.  Well,
    actually the second -- I looked about a week ago for the internal
    addresses of the BOD members, but that's another note.

    I too am filing nomination papers for election to the BOD.  The only
    thing that is slowing down the process is the US Mail system.

    I will gladly discuss my positions with anyone who asks.  I will post
    my 100 words here when I have the application package filled out. 

    However, my opinion of this NOTES conference has not changed, and I
    will NOT wage the campaign here.  As I have been doing, I will answer
    questions via electronic MAIL addressed to me at LEDS::PRIBORSKY.  I've
    been in lots of meetings and very busy lately, but I do answer my phone
    (DTN 237-6471)  and return voicemail messages.  I'll apologize here (in
    advance) if I get short on the phone  -  I'm just swamped trying to get
    my product(s) competitive in the marketplace and there are often
    meetings in my office where a phone call is distracting.

    Thank you
    Tony Priborsky
    Software Consulting Engineer
    Disk and Subsystems Group
    Low End Disks
    VAXMAIL address:  LEDS::PRIBORSKY
    M/S:  SHR3-1/W7
    
    Or, if you're in Shrewsbury:  Stop by.  I'm in SHR3, first floor, west
    wing, pole F4 (there is a (toy) stuffed white snowy owl hanging from
    the ceiling above my cube).
    DTN 237-6471

    Two items not related to the statement in .-1:
    
    Perhaps it would be appropriate for the moderator(s) to move the  notes
    where members are declaring themselves candidates to one location.
    
    Second, I have asked the board members a bunch of questions, and, it
    comes as no surprise to me, that they have all answered by MAIL, phone, or
    invited me via MAIL to call them at my convenience.  I'm not surprised
    to find that if you ask people civil questions you will get civil
    answers.  To each of them:  Thanks for taking the time in providing the
    information I need to decide if I want to pursue the nomination.  The
    two of you who invited me to call, rest assured, I will.
    
    Finally, what is going on in this NOTES conference ought to be dissected
    by a pshychology and/or sociology department at any college or
    university doing a study on electronic communications.  I can see a
    very interesting paper in a professional journal happening if they were
    to look at it.  [I have a psych degree, and would do it myself if I had
    the time.]

    The 100 word limit and other rules regarding the conduct of board
    elections are set out in the DCU Bylaws.  Any changes would probably
    have to be made by the normal procedures.
    
    However, I think that a motion at the special meeting - to waive the
    bylaws to the extent of allowing 400-word statements in the special
    election - would be a good one. (400 words is about the same as the "66
    lines" proposed a few replies back.) 
    
    Wes

re .28:

I'm glad that you got civil answers.  Were you at the second informal
meeting?  If you were, then you probably know that the questions were
mostly pretty civil, certainly more so that certain Board members'
answers.  If you were there, you also heard the way Jim Rice verbally
attacked people, including me -- and that was my introduction to the
whole issue.  If you weren't there, then I respectfully submit that you
don't know whether people asked the board members civil questions.  

However lest you think that you are the only person who thought of 
asking individual Board members civil questions, I also pursued that 
route, by invitation.  I had a very civil conversation by mail with one
board member.  It ended abruptly when I told her that I disagreed with her
view that there was nothing wrong except perception problems -- that I
thought there were things the board really ought to change.  I've not
heard from her since.  

Mark Steinkrauss later invited me to meet with him to ask questions about
this situation.  Honest, I was quite civil, in fact, rather shy and
nervous (*me* talking with the Chairman of the Board!?), but that didn't
stop him from yelling at me and accusing me of deliberately insulting him.
What had I done?  All I did was to say that I didn't think that the fact
that participation loans are less speculative than commodities trading had
any relevance to the way the DCU invests its money, or to whether
participation loans are or are not conservative investments.  And Mark is
a "communications professional" -- he told me so himself at the start.

I should add that that meeting ended quite amicably, with Mark saying that
I had made some constructive comments, and inviting me to send him any
other constructive comments that I had.  I did so, and like you, got a
timely response.

There's just one catch -- none of the talking accomplished any *change*
in any of the areas that I explained most civily that I felt needed change.
As I told Mark, I'm an engineer, and I've got to judge by results, not by
talk.  Well, there was one change -- the Board did, indeed place a message
in the notes file.  I'd call that positive, if they had posted a constructive 
message instead of accusing people like me of a witch hunt.  And in any
case, that message does not constitute the give-and-take that I encouraged
Mark to carry out.  So there really has been no change at all.  

In conclusion, however much you may object to the personal styles of some
people who note, you aren't justified to assume that being civil would
have solved anything.  If you want proof of that, I encourage you to
very civily ask those board members some of the tough questions.  You
ought to get, as I did, civil answers.  But if you point out discrepencies
in the answers, I suspect you'll be treated more like I was.  

	Luck,
	Larry

    Rather than petition the BoD to require 400 word candidate write-ups; 
    suggest that someone petition Digital to allow a topic in this notes 
    conference be assigned for Q&As with the candidates.
    
    I am under the belief that the use of this conference to discuss issues 
    with the candidates is not permitted under the Digital policies and 
    procedures.
    
    
    
    

    
    RE: .31
    
    Yes, I'm sure it's because DCU and Digital are seperate entities... 
    ;-)
    
    
    
    Might also be because not all candidates have access to notes (non-DEC
    candidates) and maybe not all candidates know how to use notes or have
    access to them.
    
    I would suggest candidates put together a road show at certain
    facilities just like Mr. Cockburn is doing.  Then people can come and
    ask questions and the responses posted here.  Not all candidates might
    have the time for this, but who knows?
    

    Has somebody actually determined that statements of candidacy and
    qualifications cannot be placed in this conference?

    Who determined it?
    Who made the ruling?

    I know of nothing in the PP&P that prevents me from entering somebody's
    statement.  Articles from the news papers are quoted all the time. And
    Digital clearly provides resources to support the DCU.  This would just
    be one more such resource, and I assume there is no problem.

    But I may be surprised.

        re: .31
        
        I was under the impression that DCU BoD candidates must be current
        Digital employees. I believe this was stated in past calls for
        candidates. yet I can find no reference to this anywhere in the
        Charter, Bylaws, or election guidelines. I did find a reference in
        the guidelines that the nominating committee itself should `have a
        "reasonable amount" of Digital seniority'.
        
        Nowhere in the Bylaws or election guidelines is there a 100 word
        limit on qualifications and biographical data, just the statement
        "in such form as approved by the board of directors".
        
        After just reviewing the DCU elections guideline, I think it would
        be valuable to post it as a new base note here. Reading it  seems
        to bring up several contradictions between what it says the BoD
        should be, and what we have right now. It's 10 pages long. Any
        volunteers to type it up?

   The documentation for how to run the election and the appointment of the
   nominating  committee is in a document called "DCU Election Guidelines".
   In there, among other things, it says:

	"No *serving*   board  member  should  be  appointed  to  the 
	nominating committee."

    [the "*" indicates an underlined word in the original text]

   Next, it  says  that the nominating committee members should be (among
   other things):

	have a "reasonable amount" of Digital seniority

   [the "  marks  are  in the original document and the improper grammar of
   the "be...have" is in the original too]

   The whole  thing  is  too long for me to type in, but there is nothing I
   can find in there that says what the limit on the write-up is.  The most
   relevant section is:

   [page 7, section C.] *publicity*

   The nominating  committee  chairman  and  the DCU communications manager
   review all official DCU campaign literature.

   After the  nominees are selected, the communications director works with
   each  of them to generate publicity material.  Later, the same procedure
   is  repeated for any petition candidates.  Each candidate is given equal
   space.   Candidates  are  given  the  option of filling their space with
   their  own  written  material.  In all cases, final approval of official
   DCU  campaign  literature  must  be  given  by  the nominating committee
   chairman.   No material will be released without the written approval of
   the candidate and the chairman of the nominating committee.

    By "seniority", does it mean "years of service" or high rank in
    the corporation?

   YAGQ -  yet  another  good  question...   It  of course doesn't say.  To
   reproduce  a  bit  more  (page  3,  part  of  section B of "DCU Election
   Guidelines")...

   Nominating committee members should be:
	- impartial
	- fair
	- have awareness of how DCU functions
	- intelligent
	- have a "reasonable amount" of Digital seniority
	- good judgement (especially of people).

   The makeup of the whole committee is important.  The committee should be
   broadly  based  --  so  that  the  ocmmittee be as representative of the
   population  as  possible.   Geographical  representation  is  the  least
   significant  criterion.   What  is  more  important  is  a  blending  of
   disciplines, levels, and point of view.

	[Each of the last 2 sentences are fully underlined]

    RE: .35 "No material will be released without the written approval of
             the candidate and the chairman of the nominating committee."
    
    Does that mean no comments, statements, opinions could be entered in
    this file by a candidate?  That is, would the nominating committee
    consider NOTEing a "release of material"?
    
    Steve

    Re: .-1
    
    Surely you jest!  Of course noting is "release".

    RE: .39
    
    Then the couple of statements presented here by folks wanting to run
    for the board are not appropriate because the nominating committee
    chairman hasn't approved them.  Right?
    
    I'm just trying to think ahead so that people who are otherwise
    qualified and want to run, don't inadvertently disqualify themselves.
    
    Steve

re .38:

    RE: .35 "No material will be released without the written approval of
             the candidate and the chairman of the nominating committee."
    
Surely in context this means no material will be released by the DCU
without written approval?  If that's what it means, it's a very reasonable
rule.  I don't see how the DCU can restrict what anyone chooses to say about
themselves in the notes file.  Of course, I don't have the DCU's lawyers
working for me, I'm just an engineer.

	Larry

    This is off the line of the current discussion, but is in line with the
    title of the topic...

    The letter from the treasury office (I. Jacobs I think - I don't have
    the reference here) raises concern about the fate of the DCU if it is
    left without a BOD for 90 days.  Others have also raised that concern,
    whether it is valid or not.  It certainly seems possible that this
    concern could prevent the removal of the board.  I think it is
    worthwhile to consider alternatives which might improve this situation.
    I am unsure whether they are either feasible or desirable, but think it
    is worth discussing.

    The possibility which comes immediately to mind is to allow the current
    BOD to remain in control during the 90 days while the election of the
    new board is being transacted.  While they would be short timers, I
    don't think there would be major problems with this.  (If there are
    skeletons in the closets, the board has already had ample time to move
    them.)

    I presume this could be handled as an amendment to motion 2, if such an
    amendment is permissible under the bylaws.

	Thoughts?

    	Chuck touched upon this briefly this morning in his meeting here in
    ZK.  He indicated that he did not know whether the NCUA would allow the
    credit union to function without a BoD for that long, and that a
    "temporary" BoD might be established, possibly from the Supervisory
    Committee.  I suppose that the NCUA could impose themselves in a
    variety of ways if they feel that way...
    
    	It was not entirely clear what problems the lack of a BoD presents.
    Surely there are some things that would not happen (like interesting
    changes to the bylaws), but the operational business of the credit
    union day to day should be largely unaffected.
    
    Dave Eklund
    

    I've asked these questions before, but I still haven't seen an answer. 
    Maybe I missed it.
    
    How many seats are up for election this spring, and who's seats are
    they now?
    
    How many of the current BoD was in place in 1985 when the participation
    loans started?  Who are they?

re: .44

It is my understanding that 2 seats on the BoD are up for reelection in April.

I have not been a Digital employee since 1985, so I have no direct answer to
how long the present BoD has been around.  However, from my reading of this
conference, it appears that at least 2 of the members have been around since
its founding.  I believe these are Mark Steinkrauss and Cheryl somebody.

Now that I've opened my mouth, I'm sure somebody will correct me.

Bob

I am *strongly* against the current BoD remaining as a temporary BoD 
if they are voted out.  Some of them will probably be standing for 
re-election (remember, they think we are a small group of dissidents).
If some aren't running, they are still close friends of those running.
Remember Mark's memo -- support me because we're worked together for
many years.  That's apparently how his mind works.

I don't want them in charge of the election rules governing their own
re-election.  In particular, I think that several election rules need
to be change and I expect the current board to not allow such changes.

I don't want them able to make further changes to the by-laws, propose
further refinements to the "Info Protection Policy" etc.

It's really not clear to me whether this is a real issue or simply a
red herring thrown out by the Board.  I think Chuck is sincere when
he says it will slow down his efforts to improve the DCU -- in the
SHORT TERM.  I think it will help in the long term.  And let's not
kid ourselves, Chuck is not going to completely fix the DCU's problems
in the next 3 months or even 12 months, no matter how good he is.
There's a lot of trust to rebuild and a lot of earnings to recover.
I think he's doing a great job, but it will take time.

	Enjoy,
	Larry

    If they are removed, there will be NO incumbants for the
    'recall' election.  Seems like that would remove their
    traditional advantage....a good idea in this case.

    Are there rules governing how unreturned proxy votes will be
    counted when there are no incumbants?

    If they are NOT removed, I suspect it would be pretty hard to
    vote them out in the next election.
    bob

    
    Jack Rugheimer and Jeffrey Gibson are up for re-election this year.
    
    I believe Dan Infante and Susan Shapiro have been on the Board since 
    DCU opened.  I believe Mark Steinkrauss and Charlene O'Brien got on in 1982.
    I believe Abbott Weiss, Jack Rugheimer, and Jeffrey Gibson were
    appointed when somebody resigned and subsequently were elected.  Not
    sure when any of this happened.  Annaul reports don't list the
    Directors that year.  Hope this changes in the new annual reports.
    
    I beleive all of the current Directors were on the Board when some of these
    loans were given.  Some of them may have come on board after 1985
    though.

       If the NCUA stepped in and said the current BoD had to remain in
    place until new elections were held, I'd think they'd also tell them
    that they couldn't make any changes in the meantime.
                                        Denny