Conference 7.286::dcu

    A Cease and Desist order?
    
    1. Cease and Desist what?
    2. Has one been issued?
    2. Who initiated it?
    3. Against whom was it issued?

Re: .1

 Answer to 1, 2, 3, 4: They won't tell us. We have no idea.

While I can (almost) buy all of the rationale presented as to the need for
the Information Protection Policy, I fail to grasp the logic whereby that can
be extended to include directing the personnel at the Sheraton Tara not to
divulge any details regarding the facilities reserved for the 11/12 meeting.

-Jack

>	Only shareholders of record on or before  November  1,  1991  may
>	attend  the  meeting.   The   only   non-voting   or   non-member
>	individuals  present  at  the  meeting  will be there strictly to
>	perform required functions (like recording  the  minutes  of  the
>	meeting).   When  asked if the Board of Directors or any officers
>	of DCU would be represented by  counsel,  Mr.  Steinkrauss  said,
>	"You'll probably find out when you get there."

	Since only shareholders of record may attend the voting, if anyone
	is going to be represented by counsel, that counsel had better
	be a member of the DCU!


>	Mark  Steinkrauss  also  indicated  that  the  current  Board  of
>	Directors was working very  hard  to  recover  monies  that  were
>	defrauded. He indicated that current litigation is proceeding and
>	that new litigation is being explored.  He  said  that  the  real
	estate  is  being  prepared  for  sale and that they have engaged
>	outside help to make this possible.  He said that they were  paid
>	the  bond  on  Mr.   Mangone,  and that total recovery so far has
>	exceeded 30% of the monies that were taken.  He commented that it
>	would  be  difficult  to continue these activities if the current
>	board  were  voted  out.   Mr.   Cockburn  concurred   with   Mr.
>	Steinkrauss  regarding  the  importance of the current board with
>	recovery of defrauded assets.

	This Board oversaw the loss of 18 million dollars,  and now they	
	want us to trust them to do the "clean-up". Based on their past 
	performance, I think this is very risky.


					Tom_K

Just out of curiosity, why is DIGITAL corporate personnel involving themselves
in this issue at all? I would think they'd wish to remain totally clear of a
situation which has absolutely no bearing on the corporation, but which is a
dispute between two groups of employees (DCU members v. DCU BoD) totally
disparate from any DIGITAL business.

Or is this another instance of the BoD exercising their DEC muscle to effect
DCU situations?

Or does DIGITAL have some vested interest of which we are unaware which might
implicate the corporation in this mess as well, making the company as suspect
as the BoD?

-Jack

	DCU does get special consideration from DEC. They occupy 
	DEC facilities, for example. I view the DCU as a part
	of my compensation. So it seems entirely reasonable that
	DEC would try to do what it can to ensure the smooth
	operation of the DCU. 

					Tom_K

    
    RE: .5
    
    Rob Ayres is the Digital to DCU liason.

Re:  .5

When I was invited to this meeting, I had some reasonably deep, dark suspicions
about what DEC Corporate Personnel was doing hosting such a meeting.  I 
wondered if I might be attending my own beheading or something like that.

Rob Ayres moderated the meeting.  He said very little and encouraged all parties
involved to share their views and concerns.  He said that the meeting was
organized as an effort to help create a dialog between concerned shareholders
and DCU.

Mr. Ayres was very fair and even-handed in the few comments he made during the
course of the meeting.  He seemed, both personally and as a DEC employee, very
concerned about the situation, and he seemed very eager to see both sides of
this issue work out some of their problems.

In retrospect, I can only conclude that DEC, as a member of DCU and as our
"cordial notes file host," wanted to see if there was any way to break the
log jam and get all parties talking face to face.  I believe that this was
an example of Digital trying to do the Right Thing.  I can't fault them in
any way for setting up the meeting to see where it would lead.

I have no reason to believe that DEC has any vested interest in the outcome of
this thing.  It may feel some embarrasment if we sucessfully vote out the 
current BoD, since the BoD represents some very highly placed employees.  But
given what I know about DEC's corporate citizenship, I doubt that it would
let such concerns cloud top management's better judgement.

I think they are presently acting in *their* role as a concerned shareholder.

/Chris

    re: basenote
    
    Thank you for taking the time to attend this session, and for typing in
    the results.  It certainly gives me a much better perspective of the
    DCU and BoD actions to date, and makes me realize that there are, as
    usual, two sides to every story, and that neither faction is summarily
    correct.  Both sides feel they are acting correctly and prudently.  We
    would do well to carefully consider ALL the ramifications of our votes
    on November 12th.  I, for one, would hate to "win" the battle, but lose
    the war.
    
    Dick.

        .0 really makes me wonder. Realize that less than 24 hours AFTER
        this meeting was concluded, that the BoD posted note 343 to this
        conference. I guess I shouldn't be that surprised.
        
        Phil, Paul, Larry, Steve, and Chris; is it safe to conclude that
        since none of you have mentioned anything regarding a Cease and
        Desist Order, that whatever was refered to in this meeting is NOT
        an action on the part of the "small group of members" against the
        BoD. I can't imagine how it could possibly be the other way around
        :-)

   You are   correct.    We   have  absolutely  no  information  whatsoever
   concerning  the meaning and significance of the "cease and decist" order
   other than what .0 said (which was basically no information).

    It is not unusual that Cease and Dicist also have a clause saying that
    you cannot share WHY you are to cease with ANYONE else.
    
    If the BOD has had papers served to Phil about a Cease and Decist
    order, then I want to see the WHOLE board get kicked out.  No voting
    for each one, but the WHOLE group.
    
    	- mark

   But Phil   would  know  if  he  were  under  an  order  like  that.   My
   understanding  is that the BoD claims to be under the order.  We have no
   information to corroborate that assertion.

    I don't think there were plans for serving Phil with papers.  I think
    it needs to be emphasized that we're not going from the angle that the
    Board is necessarily guilty of legal wrong doing.  
    
    Steve 

        Well, if the BoD hasn't slapped Phil et. al. with a C&D, and we
        haven't done so to the BoD (I don't see that this would be
        necessary, they are already pretty well clammed up), then who did
        what to whom? Where did this come from anyway? Prior to the
        meeting minutes in .0, we never heard about such an order.
        
        re: .0
        
        Mr. Cockburn stated that the NCUA report on the DCU could not be
        released. I suggest someone get it directly from the NCUA via the
        freedom of information act. I alos don't understand why the
        examiners are still working at the DCU if the NCUA has already
        cleared everyone else of any wrongdoing.
        
        Is the NCUA still using DCU as a place to train new people?

Re: .15

   My understanding  (I  don't  remember that it was explicit, I'm infering
   this)  was  that  the  current  exam  was  just  the  normal  annual  or
   semi/bi-whatever one, not related to the scandal.

   FOI request to NCUA - good idea, go for it!

>        .0 really makes me wonder. Realize that less than 24 hours AFTER
>        this meeting was concluded, that the BoD posted note 343 to this
>        conference. I guess I shouldn't be that surprised.

I went to the meeting with the personal goal of trying to be as objective as
possible regarding DCU.  I tried to work with the notion that Rob Ayres put
forth about trying to establish a dialog between some of us who are concerned
about DCU and the people who are running the place.  I really had hoped that
we could accomplish something by sitting down in a room and hashing out some
of the issues.  It was my hope that we would see some hard data that would
answer questions and defuse some of the volatility of the current situation.

This is the second time I've had the opportunity to meet with Mr. Cockburn.
The first time was following a meet the prez meeting.  I introduced myself,
shook hands, and told him that while he and I had differing views on the 
special meeting and the Board, that I was glad he was here and wished him
nothing but success in implementing his agenda.  He thanked me for my comments
and said that he respected my opinions and knew that we were all working for
the same goal: to improve the credit union.

Mr. Cockburn reiterated his point that we were all really working for the
same ultimate goal of improving the credit union at the meeting on Monday.

The next day the Board of Directors is out with their treatise accusing myself
and others who share my views with seeking to discredit both the board and the
credit union.  They accuse me of harassing them to resign.  They post a thinly
veiled accusation that people like myself are seeking "to control 
Massachusetts' largest credit union."

So much for establishing a dialog.  I sincerely appreciate Mr. Ayres'
work at setting up the meeting, and I appreciate his concern for DEC, DCU,
and DEC employees.  I appreciate Mr. Cockburn's attempts to answer our questions
and to talk with us about the issues.  But I don't see how a meaningful dialog
is possible as long as the Board continues to publicly claim that concerned
shareholders exercising their rights are on a "withhunt."  I don't see how a
meaningful dialog can be established while the Board prints untrue statements
about the goals and intentions of concerned shareholders.
        
>        Phil, Paul, Larry, Steve, and Chris; is it safe to conclude that
>        since none of you have mentioned anything regarding a Cease and
>        Desist Order, that whatever was refered to in this meeting is NOT
>        an action on the part of the "small group of members" against the
>        BoD. I can't imagine how it could possibly be the other way around
>        :-)

The Cease and Desist Order that was discussed at the meeting on the 28th is
in no way related to any actions by a "small group of members" against the
BoD.  It also has nothing to do with any actions the BoD may be taking or
contemplating against shareholders of the credit union.  My understanding is, 
based on the comments made Monday by Mr. Steinkrauss, that the Cease and Desist
Order is imposed on the Board of Directors as part of some litigation that
is currently underway pursuant to the fraud/Mangone situation.  However, the
remarks that were made by Mr. Steinkrauss were very vague, and he refused to
clarify them any further.  Our attempt at learning about this order met with
him saying, "No comment.  That's a question for counsel."

    
    I am not under any "cease and desist order".  My pure and total guess
    is that DCU's lawyers may have told them to shaddup.  Given their expert
    communication skills, could be the best advise they've gotten in a long
    time.  8-)

    
    
    		*** PUREST SPECULATION ***
    
    Perhaps the C&D order was from Mangone and is in relation to releasing
    the money that they have, umm, purloined? :^)
    
    Ben
    

re:  last few regarding Cease & Desist Order...

It's probably smart to avoid too much speculation regarding this.  The C&D
is a really minor issue compared to the other issues.  And I wouldn't want
to give the BoD more fuel for their "Mis-Information Responses," by going
on about stuff we're really unsure of.  I take the fact that they won't 
discuss the parameters of the C&D order as being a hostile move on their part.
If they had said "it's in regard to these matters, so we can't discuss X, Y,
and Z," then I would have accepted the explanation and moved on.  The way
that Mr. Steinkrauss replied to the question (like his gestures, body language,
and tone of his voice) suggested to me that he was giving the matter the
brush just to see if he could tick us off.

Research is on-going with regard to fully understanding the nature of the
C&D order (if there really is one...).  Whatever I happen to find, I'll share
with you.



/Chris

Over the weekend I got a letter from Chuck Cockburn which discussed several 
of the issues from the meeting on October 28.  (The letter itself referred to
a meeting on October 10, which is an error.)  I would like to post the letter,
but it would probably be inappropriate for me to post it until I get Chuck's 
permission.  Others with similar letters might be able to get that permission
sooner than I as I don't expect to have contact with Chuck from here until the
meeting.  However, he does sign it and states in it that "no employee or
official of the credit union has received preferential loan treatment".  During
our discussion he indicated that I may get such a statement and I was invited
to post such when I received it.  I just don't know if it would be "right" for
me to post the whole letter without getting Chuck's permission first.

The letter also addresses the issue of press involvement.  This is because of
comments I made regarding my intentions not to invite press.  I do not oppose 
those who wish to do this, but I do not support it either.  My reasons for 
making such a comment include that I feel that outside influences should be 
involved to a minimal extent in order to reduce interference in communication 
between DCU and the shareholders.  This issue of trying to improve
communication was, in fact, the reason that the meeting had been called, so I
felt my comments appropriate.  I don't want the DCU to bring in such outside 
influences as lawyers or politicians or press or whatever.  The exception is,
of course, reps from the NCUA or a parliamentarain.  These could add value to
the communication process.  But, lawyers and press would have their own agendas
which may or may not coincide with the interests of the shareholders or of the
DCU.  In turn, I plan not to try to invite outside press.  I speak only for 
myself and not for others.

There is apparent misunderstanding here in that if others got a similar letter 
they may be lead to believe that where this is addressed in the letter it 
applies to more than myself.  Such is not the case, from what I understand.
The letter itself comments that I "will make no attempt to encourage the media
to attend the Special Meeting."  

I fully expect both lawyers and press to be at the Special Meeting, if not
actually participating in it.  Of course, press will not be allowed in unless 
they happen to be shareholders.  I expect they will be largely outside the 
meeting place.  But, I suspect also there will be "outside" lawyers present and 
that, similar to the informal meetings, they will interfere with the 
proceedings.  My comment was intended to express some willingness to avoid the 
effects of outside influences.  But, I'm saddened that as near as I can tell 
this will not be avoided.

The letter also indicates that the "Newly Revised" version of Robert's Rules
(from 1981) will be used.  I have a later version (Modern Edition from 1989) 
so I plan to see if I can find the version they'll be using.  I hope the
version they'll be using is still in print.


Steve

    RE: .-1 That letter is legally yours to do what you want with it.  You
    may feel a MORAL value to ask, but there is not a legal value, unless a
    court order was given.

    I would like to see it shared, so that we all may see what is happening
    and make up our minds to what we should do.  The more information that
    is given out, the better the members of DCU will be informed.  We all
    know an informed membership will make the correct decision.

    	- mark

>2.  Members may not bring legal counsel to the meeting.
>However, subject to a contrary vote by the members, we have no
>objection to one legal representative attending the meeting as
>an observer.  This authorization is expressly conditioned on
>your representative advising our Director of Communications,
>Mary Madden, no later than November 5th.  Your representative
>must provide our Director of Communications with a written
>agreement that such representative may only observe and not
>participate in the debate on the issues.  Further, such
>representative must agree to maintain confidentiality
>regarding the matters discussed at the meeting.  Lastly, your
>representative must exclude himself/herself from and during
>any voting.

	I fully expect, and will insist, that this also apply to
	the Board of Directors. I will strongly object if the any
	non-member legal counsel, including counsel representing the DCU 
	itself, make any attempt to take part in the meeting.

					Tom_K

    That's just it.  Legal folks have interjected and interfered with
    communication in previous informal meetings between sharholders and the
    BoD.  It has happened before.  The pattern is for the lawyer to state
    that he is involved with the Mangone suit and it is his responsibility
    to make sure that the BoD doesn't say anything that affects this suit.
    I fully expect this to come up in the Special Meeting.  It's a good
    argument.  Nobody wants to let Mangone off the hook.  But, it is also
    easy for this to be used as a way to shield the BoD from direct inquiry
    from shareholders.  Shareholders wind up having to talk with and hear
    the opinions of the lawyer.
    
    What point 2 does is allow the BoD to claim that we had opportunity to
    have legal counsel present, even though it is (as far as I know)
    unlikely we will.  I don't want the influence of outsiders.  My
    experience with lawyers has been that they are wrong half the time.
    That is, you can always hire a lawyer to defend the wrong side.
    And, if it gets into a BoD legal counsel versus a sharholders counsel,
    we automatically lose.  We will literally be paying for both!
    
    Steve

    
    RE: lawyers
    
    Guys, how do you propose to deny anybody their legitimate right to
    counsel?  If you were in their shoes (sorry), you'd probably want your
    bevy of lawyers there to shield you from the types of questions that
    will be poised to the BoD at the meeting.  People must put their
    personal distaste of lawyers aside.  They are a fact of life and the
    facts of this situation say that they are ALREADY involved in this.  To
    expect that they aren't going to show at the special meeting or that we
    can throw them out is unrealistic in my eyes.
    
    What IS dangerous is if the BoD's lawyers stand up there making
    uncontested statements as if they were law.  How many out there will be
    able to call them on it?  I venture few if any.  Only another person
    knowledgeable in the fine art of lawyering will be able to properly
    defend the membership against such an occurrence.
    
    Now, does anybody know any real good lawyers that work for $10/hour? ;-)

>    Guys, how do you propose to deny anybody their legitimate right to
>   counsel? 

	Hang on. The special meeting is not a court of law. Does the
	DCU bylaws grant anyone right to counsel? But more importantly,
	why should the DCU BoD have a right to counsel, if Joe Q. Random
	does not enjoy the same right? They've stated we can't bring
	a lawyer, and have that lawyer speak. OK fine. The BoD can
	live by that rule, too. They cannot have it both ways.

>    What IS dangerous is if the BoD's lawyers stand up there making
>    uncontested statements as if they were law.  How many out there will be
>    able to call them on it?  I venture few if any.  Only another person
>    knowledgeable in the fine art of lawyering will be able to properly
>    defend the membership against such an occurrence.

	Which is precisely while I will object if there are non member
	lawyers that try to speak. Again, if anyone can bring a lawyer, fine.
	But if some can not have lawyers, then none should have them.


					Tom_K

    
    RE: .27
    
    Since when did lawyers need a court room to muck with things? ;-)
    
    I guess we are in violent agreement.  What I am trying to say is that
    we cannot deny them their right to a lawyer and they cannot deny us our
    right to a lawyer.  If they BS us into thinking we can't have one when
    they don't have a legal leg to stand on, then it'll be our fault.  We
    must each look out for our own interests, regardless of what the other
    group is doing.  I believe the DCU membership would be at a severe
    disadvantage without legal representation.  Especially since we've
    already witnessed their lawyers in action at the informal discussions.
    
    So who'se got the first check made out to the "Endangered DCU Members
    Foundation"?  And don't forget to add those zeroes!  8-)  $20 is about 9.6
    minutes on the meter...  

    re: .23
    
>1.  The Special Meeting on November 12th will be conducted in
>accordance with the credit union's bylaws, Roert's Rules of
>Order, Newly Revised, (1981), as well as the credit union's 
>standing rules.
 ^^^^^^^^^^^^^^
    
    Has anyone seen a copy of these?
    

>>Order, Newly Revised, (1981), as well as the credit union's 
>>standing rules.
>>^^^^^^^^^^^^^^
>>    
>>    Has anyone seen a copy of these?
  

No, but you can submit a written request for one.  Please 
remember to state your business reason for needing them, though,
when writing to the DCU.  :-)

 

    
    RE: .23
    
>1.  The Special Meeting on November 12th will be conducted in
>accordance with the credit union's bylaws, Roert's Rules of
>Order, Newly Revised, (1981), as well as the credit union's 
>standing rules.
 ^^^^^^^^^^^^^^
    
    Never heard of these before.  Maybe something they passed at the last
    BoD meeting?  Wonder how much they are going to cost us?  8-)
    
>2.  Members may not bring legal counsel to the meeting.
>However, subject to a contrary vote by the members, we have no
>objection to one legal representative attending the meeting as
>an observer.  This authorization is expressly conditioned on
>your representative advising our Director of Communications,
>Mary Madden, no later than November 5th.  Your representative
>must provide our Director of Communications with a written
>agreement that such representative may only observe and not
>participate in the debate on the issues.  Further, such
>representative must agree to maintain confidentiality
>regarding the matters discussed at the meeting.  Lastly, your
>representative must exclude himself/herself from and during
>any voting.

    When we receive the same from DCU and the BoD, DCU will be entitled to 
    this also.  DCU has no right to restrict a groups right to legal
    representation to look out for their best interests.  I wonder if
    disallowing legal representation at the meeting would be grounds for
    overturning the meeting outcome?
    
>3.  Mary Madden, Director of Communications, has always and
>will continue to remain neutral in discussions regarding the
>Special Meeting.  We cannot, however, prohibit Ms. Madden from
>expressing her personal views when specifically asked by
>members to do so.

    Translation: Mary can continue telling people whatever she wants.  The
    fact that it may bare no correspondence to the truth has no bearing. 
    When DCU members arrive at the meeting and discover they may have
    been lied to (as the 2 callers that I spoke with did), DCU will most 
    likely find itself minus a couple of votes.  Now that I think about
    it, talk it up Mary!
    
>4.  I have sent a memo to all DCU staff reiterating what has
>always been the case, namely, that their attendance at the 
>Special Meeting is voluntary and no adverse action will be
>taken against any employee who does not attend the meeting or
>who votes their own personal conscience.

    Hmmm...  So I guess we can ask the branch personnel if this is so? 
    Sounds like they would have no problem with DCU employees knowing some
    other facts about the situation.  
    
>5.  Under this special circumstance only, the credit union
>will waive the requirement under our Information Protection
>Policy that requests for the following information must be
>communicated in writing:

    Big deal.  Are we supposed to be impressed with this great concession?
    
>a. bonding
>b. participation agreement
>c. audited financials
>d. election results -- last 5 years
>e. board minutes
>
>This request is under review.  You will be advised as to
>whether the information is to be released and if there are any
>costs associated with providing information which is to be
>released.

    And now back to the regularly scheduled BoD Protection Policy...
    
>6.  It was agreed that harassing or threatening DCU employees 
>was inappropriate.

    If they are referring to information requests as harassment here then
    we will continue to expect the information we are entitled to. 
    Threatening DCU employees???  Where did this come from?  This sounds 
    like one of those "Do you still beat your wife?" type of statements. 
    There has been absolutely no harassment or threatening of DCU employees
    the I am aware of.  This statement needs explanation by Mr. Cockburn.
    
>7.  That you will make no attempt to encourage the media to
>attend the Special Meeting since this is a matter to be
>decided by the members.  The media, would in any event, be
>excluded from the meeting.

    Since everybody there was representing no one, I take it the "you"
    refers to the meeting participants.  Besides, the media can
    smell a story a mile away and will probably be there on their own. 
    Probably depends on how busy a news day Tuesday is.
    
>8.  Again, it was reiterated that no employee or official of
>the credit union has received preferential loan rates.
    
    	Keep reiterating it but it still doesn't change what appears on the
    statement:
    
    __________________________________________________________________________
    
    Mortgage 13  ADJUSTABLE RATE FIRS   Note #
    
                  Transaction         Tran    Prncpl  Intrst  Escrow   Account
    Eff Date Post Description         Total   Amount  Amount  Amount   Balance
    04-30-91      Previous Balance                                   790348.82
    05-30-91 0531 Mortgage Payment  4200.00     0.00 4200.00    0.00 790348.82
    05-31-91      New Balance                                        790348.82
    
    __________________________________________________________________________
    
    
    If they state that no current or past DCU Director, Officer,
    employee, relative of previously named groups, or real estate trusts in 
    which any of the previously named groups are either trustee or
    beneficiary have received preferential loan rates and/or terms or any
    type of loan which is not available to all DCU members then maybe we
    can put this one to bed.
    
    Hate to sound like a lawyer but we are dealing with a group that just 
    loves playing word games.  General, vague statements such as the one 
    they made leave far too much latitude and room for a defensible
    statement which isn't completely true or completely false.
    

    re: the last few
    
    As far as the threatening and harassing of DCU employees, at the time
    of the discussion that this was brought out we were talking about the
    allegations that DCU supervisors were telling lower-downs that they had
    to go to the meeting and had to vote a certain way.  This was very much
    denied by Chuck Cockburn.  He even made a remark that this was probably
    illegal if it was going on.  The impression I was left with was that if
    it was happening, it was not with his approval.  A memo should have or
    will be going out.  I'm looking for someone to talk with a DCU teller
    to verify that they are not under duress as far as the meeting goes.
    
    As far as "credit union's standing rules", I thought that was rather
    self evident.  (Note, bad humor is coming up.  I really don't know what
    Chuck meant by this.)  What it means is that whoever is left standing
    after the Special Meeting ... rules.  ;^)  (Hey, I told you it was bad
    humor.  You should have next-unseen'd when you had the chance.)
    
    Steve 

    
    Re: .31
    
    I haven't commented on this before, but I seriously doubt that
    the DCU would grant a mortgage loan of hundreds of thousands of
    dollars to ANY member no matter what the ability to pay AND then
    accept an interest only payment.  It just doesn't jive with my
    experience dealing with the DCU.  Something doesn't ring true
    here.
    
    Steve
    

    
    I am getting a little tired of the paranoid attitudes being
    demonstrated in here.  Every piece of communication is dissected 
    and analysed for potrential conspiracy.  I don't ask that people
    give the BoD the benefit of the doubt in fact I encourage everyone
    to take the action they feel may be necessary to secure the DCU
    and their personal holding in the DCU.
    
    Expect good faith from the DCU BoD, Officers and staff.  If your
    expectations are not met take action as you see fit, but don't
    go on and on about conspiracies where none exists it weakens the
    argument for competancy.
    
    CB Clark

    I've been unable to locate a copy of the version of Robert's rules that
    will be used at the Special Meeting.  The 1981 version of the Newly
    Revised rules is apparently the 8th edition.  But, what's in the
    bookstores is the 9th edition, 1990.  Does anybody know where a 
    copy of the edition to be used by the Board for the Special Meeting can
    be obtained?
    
    Steve

Re: .34

   I would  be glad to expect good faith from the BoD, etc., and in fact, I
   started  this whole process exactly that way - open mind and all.  I had
   no  interest  in  removing them.  

   However, over  the  past  3  months or so, the BoD and others in Digital
   itself  have  proven  to me beyond a shadow of doubt in my mind that the
   BoD  must  be replaced (or re-elected) if we are ever to really clean up
   what happened with Mangone.  I believe if any reasonable person had gone
   thru the process that several of us have gone thru over the past several
   months, he/she would come to the same conclusion.

   Our expectations  *have constantly* been missed and we are taking action
   as  we  see  fit  - we must remove the BoD.  However, we have also found
   that  we  must  check  our 6 o'clock position and protect ourselves from
   dirty  pool.   That  requires  we at least consider various "conspiracy"
   theories.   Some are true, some are not.  We don't know so we have to be
   at least aware of as many as we can think of.

   We hope you will evaluate the data on its own merit.  Perhaps some of us
   have  been  a bit emotional in presenting the data over the last several
   months.   Please  understand  that  it  comes  from immense frustration.
   Please  look  past  it,  come to the meetin, and judge the hard data for
   yourself.

    Unfortunately, it is unlikely there will be hard data WITH ENOUGH TIME
    TO UNDERSTAND IT AND EVALUATE IT at the special meeting.  I just don't
    believe that a thousand people, or whatever the number, will be able to
    properly consider any handouts between the beginning of the meeting and
    the time to vote. It is now only a week to the special meeting.  I
    believe that even a week is extremely marginal, assuming the data was
    handed out today.
    
    My conclusion is that it is now too late.
    

>    I am getting a little tired of the paranoid attitudes being
>    demonstrated in here.  Every piece of communication is dissected 
>    and analysed for potrential conspiracy. 

	I am, too. We should have a Board of Directors that we can trust.
	A Board who's actions we don't have to constantly check for 
	double meanings. Our present Board has not earned our trust,
	worse than that, they have earned our mistrust.

						Tom_K

Re: .37...

   By "hard  data"  I  meant the hard data about the Treasure reporting our
   "performance  improved" while income fell 87% (1990 annual report).  And
   the  fact  that  auditor  notes are missing coincident with the start of
   participation loans.  And the fact that Steinkrauss said we don't invest
   in  "speculative  instruments" at the same time DCU was investing in Cap
   Code  land.   That  sort  of  data does not charge the board of anything
   illegal,  but  is  easy  to  quickly understand and to determine whether
   folks  want  a board overseeing their money that engages in that sort of
   mis-information.

    I've set note 345.23 "hidden".  This is because although there is no
    violation of notes rules, I have heard that Chuck would prefer that
    his letter to me not be posted.  If I hear otherwise, I'll free it.
    
    Steve

Regarding .31,

    __________________________________________________________________________
!    
!    Mortgage 13  ADJUSTABLE RATE FIRS   Note #
!    
!                  Transaction         Tran    Prncpl  Intrst  Escrow   Account
!    Eff Date Post Description         Total   Amount  Amount  Amount   Balance
!    04-30-91      Previous Balance                                   790348.82
!    05-30-91 0531 Mortgage Payment  4200.00     0.00 4200.00    0.00 790348.82
!    05-31-91      New Balance                                        790348.82
!    
!    __________________________________________________________________________
!    
!    
!    If they state that no current or past DCU Director, Officer,
!    employee, relative of previously named groups, or real estate trusts in 
!    which any of the previously named groups are either trustee or
!    beneficiary have received preferential loan rates and/or terms or any
!    type of loan which is not available to all DCU members then maybe we
!    can put this one to bed.

I certainly would feel more comfortable if the above paragraph were
publicly made by the DCU President.

Regarding the interest, there could be an explanation.  The $4,200 is a
very suspicious number. I would have expected a number with cents in it.
It could be a partial payment of the mortgage.

Now why isn't the Account Balance increased?  

"Under the United States Rule any such deficiency is not added to the
outstanding loan balance to accrue additional interest."

The above is from page 253, the Theory of Interest by George
Kellison, 2nd edition, 1991.

    
    RE: .41
    
    Yes, no interest on interest.  
    
    All it takes is a simple statement from DCU such as what I've written 
    and fine, we will have something in writing and on the record.  Then we
    can all feel better about this (and hope DCU can collect it!).  But on 
    the face of it, it raises questions.  Considering everything that has 
    transpired at DCU, I do not consider a request of this nature unreasonable.

Re: .0

>        Chuck  Cockburn reiterated that auditor's notes will be in future
>        reports.  He noted that it is not uncommon not to have an  annual
>        report at all.

Isn't the Digital Credit Union a Massachusetts corporation?  And aren't
corporations required by law to provide an annual report to their
shareholders?

I've never heard of an active corporation that failed to provide an
audited report to the shareholders.

				- - Steve

Really, it's simple. I really don't understand why the stonewalling is taking
place. Phil has raised a point. Multiple times. The only answer we get back is
"No officers, directors, or employees have received preferential loans... not
available to the ... members" or something to that effect.

All they need to do to de-fuse this one is tell us, in writing, what the terms
of the loan were using statements like: "As has been noted, Mr. Mangone has/had
a Mortgage #xx, with an initial amount of $xxx,xxx.xx, interest rate of xx.x%,
down payment of $xxx,xxx.xx, points and other fees calculated as follows, xxx,
secured/not secured, and this is called a mumble mumble loan which we offer to 
all members." Since it's in the public record that he has this loan, all they 
need to do is describe for us the terms of the loan, which, since they should 
be available to any of us who qualify, should be public record too.

Speculation Alert: Now, the DCU may have played a game with Mangone and put one
or more outstanding partipation loans under his name..

It all sounds too simple. Am I way off base here? Is it really so hard to 
communicate in a meaningful way?

Bryan

>Isn't the Digital Credit Union a Massachusetts corporation?  And aren't
>corporations required by law to provide an annual report to their
>shareholders?

>I've never heard of an active corporation that failed to provide an
>audited report to the shareholders.
    
    I wonder if the attourney general would be interested in this?  He has
    not been in the news lately and needs some PR!  (This is said with
    tounge in cheek! :-))
    
    	- mark

    
    RE: no annual statements at some places
    
    I find this statement fairly incredulous myself.  Anybody placing their
    money in an institution which does not provide annual reports is asking 
    to lose it all.  You are trusting your money to an institution.  As
    people have so rudely been made aware of lately, even missing auditors
    notes can be disastrous.  Think of the consequences of no annual
    reports.
    
    There also seems to be a trend lately with DCU explaining how much
    things cost them, as if its a waste of money (special meeting for one).
    DCU has justified an annual report that is closer to a marketing
    brochure than it is to a financial report.  And they point to costs as
    a justification.  In my eyes, that must change.  Accurate and complete
    information concerning the credit union is PRICELESS.  It doesn't have
    to be expensive glossy literature.  But it has to be complete and
    accurate with forthright statements by the Directors and Officers of
    DCU.
    

    Wild idea, but would it be worth contacting Mangone to see what the
    terms of the loan were?  After all, it was he that introduced the DCU
    statement as court's evidence.  DCU is saying that they won't give out
    that kind of information about a shareholder.  But, maybe Mangone will?
    
    Steve

    BTW, I went to yet another bookstore in search of the Newly Revised 
    1981 version of Robert's rules so I could peruse it before the Special
    Meeting.  Of course, they only had the 9th, 1990 edition.  I had them try 
    to look it up in their "in print" list.  They couldn't find the 8th 
    edition listed.  <sigh>
    
    Steve

RE .44

What you are suggesting would be a blatant invasion of Mr. Mangone's privacy.  
As such it would be actionable and the BoD only possible defense would be to 
plead stupid.

The previous suggestion that the payment may have represented a partial 
payment is plausible even if unsubstantiated.  And the writer of that response 
is correct that unpaid interest is not added to the principle balance.  That 
would represent compound interest which is not permitted unless specifically 
stated in the terms of the loan agreement.

A month ago I was planning to attend the special meeting and vote to replace 
the current BoD.  since reading every topic and response in this file, I have 
decided that enough of those advocating such action have resorted to a level 
of nastiness and inuendo that I cannot support.  If I not out on a business 
trip, I will attend and I will support the BoD.  

Any BoD members who happen to be reading this should not assume that I am 
giving them a blanket endorsement.  I think they do need to be more open with 
the membership.  However, none of them has done anything to justify the 
comments that have been made by some in this conference.  

Fred

>> Any BoD members who happen to be reading this should not assume that I am 
>> giving them a blanket endorsement.  I think they do need to be more open

   But the  problem  is  if  they  win next Tuesday, you have sent them the
   message  that  they  can  continue what they've been doing - like making
   statements  saying  "performance improved" when income dropped 87%, etc.
   They will have learned nothing other than perhaps to hide more.

   This special  meetin  is the chance to give them a vote of no confidence
   and  have  them run again, and if enough people vote for them, then they
   will be re-elected. How else would you suggest to send them a message?

   I too  am  truely  sorry how nasty and mean this whole thing has gotten.
   However,  when  I  started this, all I wanted was some information which
   should  be publically available.  But with each piece of information, we
   found  sometimes  mere  incompetence, sometimes outright deceit.  That's
   maed  me  want  even  more information until I feel that I can trust the
   management.   

   If you  have another better way, I'm all ears.  If I find one out before
   next  Tuesday  that  doesn't  involve  removing the board, I'll vote for
   them. Let me hear your ideas.

Ok. I'll buy that, kind of. If the BoD comes out and says that the amount
shown in the public record of Mangone's loan represents a partial payment,
that is at least a step in the right direction. But the silence has been
deafening.

As for voting to support the BoD because of a perceived level of nastiness,
I do agree that there are few in here whose statements can be taken as nasty,
and I don't support the use of such statements. But there is underlying
frustration, and yes, some contempt, building up between those people and 
the BoD as a result of the perceived lack of cooperation and communication from
the BoD. The members of the BoD, IMHO, have taken to escalation by their actions
when they could have defused the situation early and at several points along the
way. They CHOSE not to. Either you support the board for their actions, or you
do not. I really don't see a middle ground here. I cannot see myself supporting
the BoD as much as I'd like to. Therefore, I am one of "THOSE" people, and I
must point out that your support of the BoD just because some people are 
voicing their high level of frustration DOESN'T MAKE SENSE. Either you think
they are doing a good job or you don't. Which is it?

Bryan

re .49:

Well, I certainly agree that nastiness is a bad thing.  However, please
don't reject the message because of the messenger.  

Speaking as someone who has been the direct and personal recipient of
accusations, putdowns, and other forms of unpleasantness from Chairman of
the Board Mark Steinkrauss, their lawyer Jim Rice, and even a few from 
President Chuck Cockburn, all I can say is that I also have tried to
ignore those side issues to concentrate on the real issues at hand.

The real issue is:  should we hold this Board accountable for their
actions?  Even if we restrict ourselves to actions they admit, there
is still an incredible list -- witholding the auditor's notes is one
of the the least of them.  Stating that they invest in only the highest 
quality instruments while they were taking a majority interest in Cape Cod
real estate development is worse.  Even worse, in my mind, is the almost
total lack of oversight that they claim to have exercised over the DCU --
there were apparently no independent checks on Mangone's activities or
his statements, even to the point were he could order another DCU employee
to transfer over $3M to persons unknown and nobody found out for 9 months.

Chuck's answer to me on the whole BCCU loan scandal was a ringing claim
that there is absolutely no shred of evidence that any member of the Board
engaged in criminal conduct or personally profitted at all from the loans.
OK, I'll accept that.  But that's not the question.  Granted, the way the
Board has "circled the wagons" in response to questions on what happened 
gives rise to speculation, but it is only that.

The question is, who is responsible for letting Mangone walk away with all
that money?  Who should have been checking his actions and didn't?  Who but
the Board?  Isn't requiring them to stand for re-election before the whole
membership the very least of the ways we can hold them accountable for
their lack of oversight that they themselves have publically claimed?

	Sincerely,
	Larry Seiler

It is not unusual for a financial institutuion to agree to interest only 
payments on loans on real estate when the borrower gets in financial trouble.
The institution loses nothing in the short term and is usually better off 
than foreclosing on the property.  Without knowing the specifics I will trust
that this is probably what happened on the Mangone loan and also I will trust
that the board has done the correct thing for the DCU.

It is unreasonable to expect that the BOD be required to disclose the terms and
conditions and status of any loan for any member.  They have stated that no
loans have been made to the BOD that were not available to any other member of
the DCU and I can accept that.  

I still have a problem with the failure to produce the auditors reports and 
notes.   

Re:  .49

You make it sound as if the issue you are voting on includes the
statements of individuals in this conference.  You may see a connection
there, but I don't.  The issue is the competency and responsiveness
of the current Board of Directors.  No matter how many statements
are made here - fair or unfair - I think that the Digital Credit Union
(i.e. you and your fellow members) will be best served by voting
on the issue of the competency and resopnsiveness of the BOD.

BTW, I agree that things have been overstated here at times.

Collis Jackson

.0>	because DCU's suit lawyers don't know credit unions.

    	I don't understand this statement.  Why would DCU use
    	lawyers that don't understand the business?
    
    	Joe Oppelt

Re: .55

   Another great  question  to  ask  Chuck  or  DCU  (remember to have your
   business reason handy tho 8*).

   Maybe they  specialize  in  bank fraud as opposed to credit union stuff.
   I'm just guessing tho.

RE: .53

While I agree with what you're saying about disclosing terms under *normal*
circumstances, we have, one one hand, a circumstance where several people 
don't trust the BoD, and the BoD's word that no loans have ever been made
to officers, directors, or members that aren't available to every member. On
the other hand, we do have a piece of evidence that indicates to a reasonable
person (I consider myself "reasonable" most of the time.. :-) ) that this
statement MIGHT NOT be accurate. How do you reconcile this? I really would
dearly love to believe the BoD, but they haven't offered anything other than
their word for it, and quite frankly, their word is very questionable at this
point.

I would be open for suggestions from anyone (including members of the BoD) on
how we can reconcile this information with the BoD's statements. Silence to
me is as much an indictment as the evidence itself.

Bryan

    It is not necessary for the actual situation of the Mangone loan to be
    disclosed.  I would be satisfied with a hypothetical explanation for
    the publicly available facts which is consistent with standard DCU loan
    terms and policies.

    For instance, hypothesizing that the payment was partial, and that it
    being so would be reported in exactly that way, would be sufficient for
    me.  But it had better then be possible for us to independently verify
    from DCU policies that this is indeed how that situation would be
    reported.
    
	Paul

>    BTW, I went to yet another bookstore in search of the Newly Revised 
>    1981 version of Robert's rules so I could peruse it before the Special
>    Meeting.  

Perhaps you should try any USED bookstores in your area!  I will be dropping
by one tomorrow; I thought I had seen sucha book, but did not check out the
date on it.

-Joe

    When I get time, that's what I plan to do.  Maybe it won't cost $11 ...
    :)
    
    Steve

    
    Why is DCU not just using the latest, commonly available version of
    Robert's Rules?  Maybe just another red herring for us to chase around.

    
    I suggest that a new copy of Robert's Rules of Order be presented
    to the DCU with our compliments.  We could take up a collection the
    night of the meeting to reimburse whoever made the purchase.
    
    Steve
    

    Somebody buy them a current one and present it to them this week and
    I'll pay for it.
    
    twe

    Is there really going to be that much of a difference between the 1981
    edition and the 1991 edition?  The 1981 edition may have been chosen
    because that was the one they have on their bookshelf at HQ.  If these
    are anything like the Handbooks of Chemistry & Physics, they are issued
    once per year, but you won't see any significant changes unless you
    look at 20 year intervals.

    
    RE: .64
    
    I don't know.  I thought this was a reference book of sorts that didn't
    change much but I guess it does.  But why use a version that may be out
    of print?  Using one that everybody has access to will make for a
    better and more productive meeting IMO.
    

    Just my 2 cents here, but I sincerely hope this meeting doesn't turn
    into a free for all where anyone with a 'roberts rules' can make a
    motion and have it voted on.  I would dearly like to a) show up, b)
    hear a brief reading of each question, c) vote on each question, and d)
    go home and get some dinner.
    
    I *really* don't have the stomach or the inclination to wait around
    until 3 am to finally take a vote.  From what people have said already,
    this will unfortunately take a long time; heck, it will take a long
    time if each member of the BoD takes only 15 minutes to make a
    statement and then sit down.  And if the floor is opened to responses
    after each speaker, it will be 3 am before this thing ends.
    
    Maybe the first motion should be to take a vote on moving directly to
    the vote, without any discussion, speeches, or intervening votes.
    
    I know this is probably a wasted note, but I wanted to say it anyway.
    
    /greg

The differences between the 1981 and 1990 editions are relatively minor, and
are discussed at the beginning of the 1990 edition.  Mostly they're just
clarifications.

I'd worry more about getting a copy of the standing rules than about the
differences between the two editions of the Robert's Rules.

There is a relatively new notes conference that discusses Robert's Rules.

   Gary

RE: .66

I wholeheartedly agree with you, and I don't think your note is a waste. I
don't expect to see a great deal of parlimentary wrangling because everyone
will be seen and heard by everyone - if either party is that vindictive,
everyone else will see it and probably vote the other way. It is in neither
side's interest to make it into a 3 ring circus.

HOWEVER - that doesn't mean that there won't be subtle or not so subtle attempts
to control the outcome by some people. Hopefully, again, we'll be able to spot
it and overcome it quickly. Since "the other side" occupies the chair, we need
to be able to assert our rights if needed, but only if our rights are being
violated. 

I expect that we can all be adults about this, in a full and open forum, debate
the issues, and vote our conscience. My own feeling is that we may have to 
limit debate on issue #2 - I don't think issue #1 (or #3 if #2 passes) will
take much time at all. I don't think it would be in Chairman Steinkraus' 
interest to use or cause parlimentary wrangling to quash the debate or tamper
with the process. The same goes for Phil and everyone else. IMHO.

If *everyone* goes in with the attitude that we can collectively do the right 
thing, we will. But, like my dad instructed me the day before he died, "Hope
for the best, plan for the worst."

Bryan

re .66:

I agree, I wish it would go as quick as possible.

However, each board member has a right to speak before the vote whether
to remove them.  I've listened to a number of board members use irrelevent 
accusations to dodge the real questions.  Example: insisiting that they
are cleared of criminal charges -- good!, but not what I'm concerned about.
If they do the same at the meeting, I think some members need to speak.
Hopefully, after 5 minutes each from the board members, and up to 5 minutes
each from several members, we can vote.  

I also hope it doesn't turn into a parlimentary circus.  However, note
that the Chairman of the Board is the chairman of a meeting called to
consider removing him from office, so it seems to me that most of the
opportunity for shenanigans lies on the board's side.

We can hope for a smooth, good meeting.  However, based on my experience,
I don't really expect it, unless the people present are overwhelmingly
in support of one side or the other.  

	Enjoy,
	Larry

    
    I would recommend that people who intend to get up and speak, write
    down exactly what they wish to say before the meeting.  I'll probably
    help things go a little quicker.
    

    Very good suggestion.

    I'm only hoping for one motion: a motion to have the 2nd question
    handled by secret ballot.  I don't want any trickery to stall the
    meeting or to cause some form of abuse - from either side.  It's
    important to me to become familiar enough with Robert's that I can
    quickly flip to the section of interest.  I can do that a little with
    the Modern Edition.  But, it's the wrong version and I'm not going to
    jump up and shout "point of order" unless I am absolutely sure it's
    what should be done.  Actually, I probably wouldn't anyway, but if
    there is someone close to me that have the same concerns I could
    at least be helpful.  
    
    I hope that the first agenda item isn't used as a stall.  We have to
    get to the second item as soon as is reasonable.  It's the biggie.
    I don't want folks to be tired when they are faced with making a very
    important decision with regard to the future of the DCU Board.  I
    also don't want them to feel pressured - either way - and really want
    to see a motion to do the vote by secret ballot.  Chuck told me in that
    meeting we had that the materials to do a secret ballot would be
    available at the meeting.  It takes time to do a secret ballot. 
    Probably 40 minutes.  We will probably have time for only one such
    vote, I think.
    
    BTW, went to my local used bookstore.  "Robert's what?"  They didn't
    have it.  My library has the Newly Revised from 1970.  <sigh>
    
    Steve

At our town meetings the time limit per speaker is 2 minutes
and you get to talk once to each question.

Perhaps the first motion should be to limit all speeches to
2 minutes.

	Re: .73

	2 minutes per speech sounds reasonable with one exception -- I think
that giving the board members 10 minutes each for their opening statement
(yeah, I know, it drags out the evening...) would be more reasonable.  Telling
someone "here, you have two minutes to convince us not to vote you out" sounds
like an impossibly short amount of time.  With 10 minutes, you're giving them
a decent chance to actually explain something.

								-craig 

	I think that each member of the DCU should have the right to
	address the meeting. That includes the Board of Directors,
	who should be accorded no privileges that are not accorded
	to every other DCU member. A time limit per speaker is
	appropriate. 2 minutes is probably too short, 10 minutes
	is probably too long. 4-5 minutes would be about right. Speakers 
	should have the right to yield their unused time to other 
	members. (I might even yield mine to a BoD member, if I feel
	they hadn't sufficient opportunity to speak)

					Tom_K

    
    Re: .75
    
    I agree.  You can say quite a lot in five minutes. 
    
    Steve
    

    I'm in favor of 2 minutes per member to debate on a question.  Then,
    allot 10 minutes for each Board member to speak in turn before the vote
    is taken on the second agenda item.
    
    Steve

        How about limiting all speeches to 100 words :-)

    Let's see.  If 5% of, say, 1000 people at the meeting speak, that's 50
    people.  At two minutes each, that's 100 minutes.  Plus ten minutes for
    each board member is 80 more minutes, for a total of 3 hours.  It seems
    long, but I guess it's OK, if the time can actually be held to that.

I'm planning to come prepared to speak.  However, I intend to cross out of 
my speech anything that I feel has been adequately covered by other speakers.
I encourage everyone who wants to speak to do the same.  If most of the 
people who want to speak do that, it shouldn't take too long.  With a little 
luck, I may not need to speak at all.

	See you there,
	Larry

	My concern with limiting the board members to the exact same amount of
time as every other individual attending the meeting is twofold:

	1)  "Everyone else" isn't being asked to justify themselves being
allowed to stay on the Board.  How would you feel if you were being called
in front of a meeting whose purpose was to fire you and they gave you a grand
total of 2 minutes to justify them changing their minds?

	2)  As an offshoot of #1, giving them 2 minutes sounds like "Any last
words while we prepare the noose around your neck?"  Is this meeting a lynch
mob or will it give the board members a chance to explain something?  2 minutes
doesn't contain a shred of ability for a board member to defend themselves,
so if this was adopted the thrust of the meeting is clear.  5 minutes is
real tight.  10 minutes per might be ok -- and yes, this means an hour of
listening to the individual board members' views.  Is that _really_ so much
to ask for?

	I do think the board is going to get tossed out during this meeting,
but at least hear them out first.  They might not say anything new, but they
might.  How about this as an alternative -- if speech limits are voted on,
give the board a block of 30 minutes and let them decide how to split it
amonst themselves.  That's an average of less than 5 minutes each, but taken
as a block (ie. perhaps just one or two board members might present the whole
board's position without the bureacratic interuptions of stopping every 2
minutes to let the next board member cede the time to the previous speaker) it
would be enough time.  Perhaps also allocate 30 minutes for an uninterrupted
anti-board presentation.  _Then_ go into 2 minute-limit segments if anyone
else has something to add for perhaps a 60 minute amount of time -- then vote
on point 2.  That would limit debate to 2 hours for the most contenscious
point and I think be fair to both sides.  Hmmm, to be even fairer, I'd suggest
the following order:

	1)  30 minutes anti-board to lay the issues on the table.

	2)  30 minutes by the board to answer the issues.

	3)  60 minute segment of 2-minute mini-speaches (alternating sides
	    if people from both sides wish to speak), one mini-speach per
	    person, no ceding of "partial-time" to another speaker.  (ie.
	    Someone giving 1 of their 2 minutes to someone else would be
	    a real nightmare to bookkeep.)

	4)  Vote.

	I'd offer to propose/manage this, but sad to say, Tuesday night is
our choir practice night.  (I'm their organist, so I think they'd notice I
was missing... :-)

								-craig

   Sounds like  several  excellent  ideas to me.  Maybe somebody can motion
   that at the meeting (the .-1 about block time).

   As to  leaving the current board on until the election to replace all of
   them,  I  also think that's a good idea.  If that would make the removal
   of  the  board  be  less damaging for the DCU (I don't really understand
   why), I wouldn't object.

    I am firmly in favour of seeing the board removed. But that said I am
    absolutely against any motion to try and limit board members to an
    inordinately short period of time to speak.
    
    I think the board as a whole should be given 1 hour of
    UNINTERRUPTED time to speak. This 7 minutes each plus 11 minutes
    floating time. They can decide to yield
    time amongst themselves. Maybe if Mark Steinkrauss decides to speak
    first he can be given a special allocation of 15 minutes. He may want
    to use this all at the beginning or some at the end.
    
    I am absolutely committed to the board having a really fair chance
    to present their case to the assembled membership. Any signs at all
    of any sort of lynching mob/interruptions will immediately get a motion
    from me for some sort of censure of the offending person. This
    is a very important issue to vote on, the board deserve a chance to
    speak.
    
    Of course while they are speaking we should all busily note down all
    the points we want to counter.
    
    Dave  

    I agree the BoD should get time to speak, and the suggestions you make
    in .-1 seem reasonable.
    
    Now I ask you, how are you going to determine if they are giving a
    complete story?  There will be insufficient time to examine any
    statements they make or documents they submit before a vote must take
    place.
    
    So while I agree they should get the time, it sounds to me like
    politeness more than substance.

    Re .-1
    
    Yes it is politeness. But the opposition have a lot of documentary
    stuff. The board will only be digging themselves into a very deaep hole
    if they say anything at all that can be proved to be false. The more
    time they are given to dig themselves a hole the better in my view.
    
    It is extremely important that the people at the meeting who are there
    to listen and have not been intimately involved in digging up
    information don't get the mistaken impression that we are a lynching
    mob. We're not. The board has already called us that. I want the
    Tuesday meeting to clearly show what an ascernine comment that was.
    
    The facts are on our side. Polite, informed, organized debate will lead
    to INTELLIGENT MEMBERS (something else the board has implied the
    membership are not; remember the statement about only them being
    qualified to run the DCU) doing the logical thing.
    
    Dave
                       

    Hmmm.  Certainly can't hurt.

    
    RE: board speaking
    
    I'm all for it.  The more they speak, the more they have helped us.
    I also hope everybody present gets answers to their questions without 
    interference from lawyers.  Somehow, I don't think that's going to be
    the case though.
    

    
    RE: .88
    
>    PRESIDING OFFICER:
>    The meeting is a DCU meeting, not a DCU Board meeting. The executive
>    officer of the DCU would be Chuck Cockburn, the exec of the BOD is
>    Steinkrause. Chuck should be the presiding officer as that is what his
>    title implies.
    
    It indeed WAS the DCU President until the BoD removed Mangone and
    changed some of the Bylaws.  Why those bylaws that gave this power to
    the DCU President originally were not changed back after a new
    President was hired, is a good question.  
    

	I doubt, after attending some of Chuck Cockburn's informational
	sessions and listening to (and one couldn't help but hear it) his
	address at the meeting, that we would have received an appreciably
	fairer assembly under his moderation. This meeting clearly called
	for an impartial chair. Chuck could hardly have been impartial --
	remember, the motions at the meeting have a great impact upon his
	job too; as well as his relationship with the current board, who
	after all, hired him and with whom he must work.

	So, rather than having replaced Mark with Chuck, I agree with other
	noters who have stated that it might have been a "silver lining" to
	have had Mark as chair, where his "impartiality" was plain for all
	to witness.

	Jim

    
    I agree totally.  If these people had any common sense at all they
    would have willing given up the chair in what was an obvious conflict
    of interest situation.  But not doing so, then conducting a meeting
    like they did, they showed a lot of people exactly the problem of the
    Board.  As I sat through that farce, that was my sole consolation.  But
    I still can't understand why the meeting wasn't prepared to remove him
    from the chair.  Just think about it, if the chair was replaced with
    the parlimentarian (who had to be consulted with on just about every
    question), the meeting would have lasted 1.5 hours instead of 3 and
    everybody would have heard what they came for.  Not a canned script by
    the BoD and nobody else.
    

>    from the chair.  Just think about it, if the chair was replaced with
>    the parlimentarian (who had to be consulted with on just about every
>    question), the meeting would have lasted 1.5 hours instead of 3 and
>    everybody would have heard what they came for.  Not a canned script by
>    the BoD and nobody else.
    

	You're right Phil, if you think about it, that extra 1.5 hours
	is exactly the amount of time that Mark said would be spent taking
	a secret ballot. Now if we'd have had a parlimentarian moderating
	the meeting and saved all that time, people might have been willing
	to take a secret ballot, after all, right? There's no way in heck
	the BOD wanted question 2 put to secret ballot. I think we all agree
	on that. I also believe that the board was satisfied with the
	creation of an atmosphere where people wanted to just vote, be done
	with it, and go home. For that reason, I agree with noters who said
	that some of the parliamentary objections played straight into the
	board's hands, despite the best of intentions.

	My personal opinion is that if the question had gone to a secret
	ballot (and the ballots had been counted correctly), we wouldn't
	have a DCU board of directors today, though what the heck, it's a
	"moot" point now right?

	Jim

    
>	have a DCU board of directors today, though what the heck, it's a
>	"moot" point now right?
    
    No, but I'll agree it is "mute"!!!!   8-)
    
    (sorry, an inside joke for meeting attendees only)
    

>	But I still can't understand why the meeting wasn't prepared to 
>	remove him from the chair.

	The way it was explained to me was that MS explained that if he were
	removed as chair, the chair would pass first to the vice-chair,
	then to other board members, and no procedure existed to 
	give the chair to anyone else after that. So the logical conclusion
	was that if we voted to remove MS, we would then have had to vote
	to remove each and every Board member from the chair in succession,
	until all had been removed, and then, the meting would be without
	a chair, and no way to obtain one. I didn't pick that up during
	the meeting, and I'm not sure I agree with it, but that is how
	one person explained it to me.

						Tom_K

	>The way it was explained to me was that MS explained that if he were
	>removed as chair, the chair would pass first to the vice-chair,
	>then to other board members, and no procedure existed to 
	>give the chair to anyone else after that. So the logical conclusion
	>was that if we voted to remove MS, we would then have had to vote
	>to remove each and every Board member from the chair in succession,
	>until all had been removed, and then, the meting would be without
	>a chair, and no way to obtain one. I didn't pick that up during
	>the meeting, and I'm not sure I agree with it, but that is how
	>one person explained it to me.
    
    RR lists how it should be done.  Item D says the members may put in
    place someone who they feel can do the job. (not in those exact words,
    though)
    
    I thought I brought that point up, when MS said that the VP would take
    over...  Guess I did not get the point across.
    
    	- mark
    

    re: .94
    
    That is exactly what I understood, and why I voted to let MS retain the
    chair. I couldn't see any advantage to removing MS and having another 
    board member chair the meeting, so he might as well stay where he was.
    
    Linda

	People here have put much weight on the fact that individual board 
members were not heard. I do not put very much weight in it at all. Remember, 
they are a governing body whose position must be clear. Unless there is a 
serious rift between board members, you will never hear a dissenting opinion
from such a setup. What you will get is the BOARDS collective position as
agreed upon (possibly not unanimously - but they never said it was) presented
as the face of the BOARD that will be seen by the outside world. This is a very
common situation and the dissenting board members (if any) usually will either
relate what is obviously the BOARDS position or remain mute on the subject. 

	I hope that the individual board members will take it upon themselves to
spell out their positions for the election and not just spout the "party line"
as they have, of necessity, done up until now.


	/s/	Bob

    
    Concerning the replacement of the chair:
    
    Again Steinkrauss mis-informed DCU members.  Whether through ignorance
    or malice, the fact remains that he obviously didn't know what he was
    doing up there and whenever possible, erred on the side of the BoD
    instead of fairness.  Just my opinion.  Your mileage may vary.
    

    -1
    
    True.
    
    But we were at a Special Meeting.
    
    The By-Laws state that the BoD, individually, be given an opportunity
    to speak. I think there were some at the meeting who wanted to ensure
    that they were given that opportunity.
    
    They were not. [imo]
    

    -.1
    
    They were given an opportunity to speak individually yet chose to
    remain silent. 

    I agree that they remained silent. Perhaps they did so freely. I would
    like to have heard them say so. All I heard was MS saying that he
    and JR spoke for them - not that they were ASKED to speak for them.
    MS was very careful in how he spoke. I don't know if anyone else
    picked up on it or not, but he never really said that they had
    relinquished their right to speak. He simply restated several times
    that he spoke for them. Someone asked that his reply be put into
    the record and MS agreed that it would be. The point is that the
    entire affair could possibly have been invalidated if the individuals
    were not treated according to the By-Laws.
    
    Running a meeting by RRO is specific and should be carefully and
    correctly handled. Some of us were expecting a technicality to
    be the way that the BoD nullified the Special Meeting. As it turned
    out the meeting was run such a sloppy manner, the attention to detail
    was probably lost on many.
    

    .101
    Yes your right, I too was waiting to hear each of them say something to
    the effect, Mr. Wiess has spoken for me or at least pose the question
    to each member - Does Mr Wiess speak for you? and have them
    individually respond.  And yes MS was *very* careful with his wording.
    
    

    
    And his statement that Weiss spoke for the entire Board was made ONLY
    after it was asked if that was indeed the case.  It was not stated up
    front that that is what the Board intended.  It was clear the
    individual Board members had no intention of speaking individually and
    thus attempt to invalidate item 2.
    

    
    Re: .91
    
    >from the chair.  Just think about it, if the chair was replaced with
    >the parlimentarian (who had to be consulted with on just about every
    >question), the meeting would have lasted 1.5 hours instead of 3 and
    >everybody would have heard what they came for.  Not a canned script by
    
    I wouldn't be so sure.  I was sitting directly facing the
    parliamentarian, Melchione, who was clearly quite frustrated throughout
    the evening by MS handling of the meeting.  From seeing his face and
    body language all night, I'm not sure he would have been any more
    impartial.  Actually if he were not impartial, being a skilled
    parliamentarian, he may have had even more opportunity to bias the
    result.  As bad as it was, MS bumbling may have done us less harm then
    we'll ever know.
    
    Steve