| Rob Ayres called me this afternoon, in response to a message I sent him
thanking him for the meeting that he set up and, by the way, asking if
he had really endorsed the Board, as Mark Steinkrauss said in his mailing.
Rob wanted me to know that he had not had anything to do with Ilene Jacob's
LiveWire posting, which was not an endorsement anyway. Rob said he called
Mark to let him know, but didn't feel that the issue was important enough
to ask Mark to issue a retraction. I agree with Rob's view, FWIW, and I
am impressed with his professionalism in fulfilling his liason role by
remaining strictly neutral. I did say, though that I felt that Mark should
not refer to Ilene's livewire posting as an endorsement if it isn't one.
Well, that issue just became moot. I just received the following message
from Ilene Jacobs, through a forwarding chain that I have deleted as
allowed in DEC P&P. No question, this is an endorsement of the status quo,
though I notice that Ilene doesn't say anything about the Board itself.
She simply states her valid concern about what happens if the Board is
voted out, then leaves the defense of the Board's actions to their own
statement as posted in this file. That statement leaves a lot to be
desired in terms of fairness to DCU members, but so far as I can see,
Ilene has managed to "do the right thing" while expressing her opinion.
I'm content. This isn't the whole story by any stretch, but it looks to
me like Ilene has expressed her viewpoint with the kind of decorum and
logic that I went to the second informal meeting expecting from the Board.
Maybe she would consider running for the Board? :-)
Enjoy,
Larry
From: NAME: SUSAN HOLMES @MSO
FUNC: Corporate Internal Audit
TEL: <HOLMES.SUSAN AT A1 at IAMOK at PKO>
To: See Below
Please forward widely to any and all interested/affected parties.
The DCU issues being discussed are important. It's critical that members
are apprised of ALL available information.
From: NAME: Bob Hult @MSO
FUNC: Corporate Internal Audit
TEL: 223-7097 <HULT.BOB AT A1 at IAMOK at PKO>
Date: 07-Nov-1991
Posted-date: 07-Nov-1991
Precedence: 1
Subject: DIGITAL CREDIT UNION
To: See Below
FYI - Digital Credit Union Memo from Ilene Jacobs.
I N T E R O F F I C E M E M O R A N D U M
Date: 04-Nov-1991 02:21pm EST
From: ILENE JACOBS
JACOBS.ILENE
Dept: TREASURY GROUP
Tel No: DTN223-3400
TO: See Below
Subject: Special Meeting
As you may know, the Digital Employees Federal Credit Union (DCU) is
holding a special meeting of its members on November 12, 1991. A
notice has been sent to the DCU membership. One item on the meeting's
agenda is the removal of all present DCU Directors. No alternative
slate has been proposed. The proposal has come from the activity of a
fairly small but dedicated group of Digital employees.
Should the proposal pass, the Credit Union would, for some time, be
without a Board of Directors. There would then be a 90 day hiatus to
allow for a new Board to be elected. During this time, a Federal
Government Agency, the NCAU, might have to undertake responsibility
for the DCU.
In my opinion, this would not be in the best interest of the DCU or
its membership, Digital employees or Digital itself. Confusion in
the management of DCU could well result. Concerns within the DCU
membership, most of which are Digital employees, would likely occur.
The viability of the DCU, now regarded by employees as an employee
benefit, could be called into question.
The meeting to be held on November 12, 1991, is scheduled at 7:30 PM
at the Sheraton Tara Hotel located at 1657 Worcester Road (Route 9)
in Framingham, Massachusetts. If you are a member of the DCU, please
consider joining me in attending this important meeting.
Attached is a memo which has been sent out by DCU's Board.
DCU's Board of Directors is submitting the following statement for the
purpose of clarifying mis-information that has circulated in this
VAXnotes conference.
We thank you for taking the time to read this statement and
hope that it clarifies many of the issues that are of concern
to all of us.
DCU's Board of Directors
Dan Infante
Jef Gibson
Charlene O'Brien
Mark Steinkrauss
Susan Shapiro
Jack Rugheimer
Abbott Weiss
October 29, 1991
During the past few months, the National Credit Union
Administration (NCUA), our independent auditors and
legal counsel have conducted extensive investigations of
DCU to determine the extent of the fraud committed by
the former president, Richard Mangone. They have
concluded, without question, that no board member,
official or staff member, except Mr. Mangone, was
involved in any wrongdoing at the credit union.
Despite the results of these investigations, however, a
small group of members have used the VaxNotes and
VaxMail to raise questions about the board's actions in
handling this situation. This same group has
continuously requested information about the credit
union and DCU has responded by granting the majority of
those requests. As the information was reviewed, more
information was requested and false statements,
unsubstantiated accusations and allegations increased.
Furthermore, the board has held two informal member
meetings, lasting 4 hours each, to discuss the credit
union. These meetings were open. At each meeting a
total of 15 to 19 members attended. Many of those
members attending the first meeting also attended the
second.
Recently, the board has enacted an Information
Protection Policy. This policy provides a list of
information available at all DCU offices and asks member
who have requests, other than those regarding products
and services, to submit such requests in writing,
stating the business reason for the request. The fees
associated with this policy are to recover the time,
labor and cost incurred by these unusual requests. This
policy does not prevent information from being provided
to members. It does, however, require a legitimate
business reason and not merely for the purpose of
harassment. Of course, some information cannot be
released in order to protect the credit union and its
members.
Some Examples of the Most Recent False Allegations
DCU member, Phil Gransewicz has suggested that the board
approved a 6.5% mortgage loan for Mr. Richard D. Mangone
and that the loan was for interest only payments.
Another VaxNotes writer suggested that the Mangone
mortgage is not the only DCU loan of this type. These
statements are ABSOLUTELY UNTRUE. Mr. Mangone received
a standard mortgage at prevailing rates and nothing
more. Our members, including employees and officials of
the credit union, are offered the same savings and
lending rates and programs. Preferential loans are
illegal and, if written, would be discovered by the NCUA
examiners and our independent auditors. The responsible
parties would be terminated.
The VaxNotes file has accused the board of being
compensated. THIS IS UNTRUE. DCU's board members are
volunteers, elected by the entire membership and
responsible to the membership as a whole. They cannot
and do not receive any added benefit for volunteering.
The fact that the board was defrauded and betrayed by
Mr. Mangone does not imply that the board has done
anything wrong. As we have communicated previously, the
Federal Examiners have carefully reviewed all areas of
our credit union, current board members, officials and
staff and have cleared them from any involvement in the
fraud. It would seem that the actions of this small
group of members is to harass the board until they quit.
The board will not allow members with limited or no
finance or management experience to control
Massachusetts' largest credit union.
VaxNotes file has stated that DCU is not complying with
NCUA regulations on the Special Meeting. THIS IS
UNTRUE. On September 17, 1991, DCU received a petition
from members to hold a Special Meeting. DCU validated
the petition signatures on September 18, 1991.
According to our bylaws and confirmed by our legal
counsel, the Chairman of the Board, within 30 days, must
call (ie. choose a date, time and place) to hold the
Special Meeting. On October 15, 1991, in accordance with
our bylaws, the following date, time and place were
chosen: November 12, 1991, at 7:30 p.m., at the
Sheraton Tara Hotel, located at 1657 Worcester Road in
Framingham, MA 508/879-7200. NCUA has issued no
written interpretation on this issue.
This date was selected so we could provide ample notice
to our members, offer a convenient time and location to
the majority of our members and allow us sufficient time
to prepare and print the mailing and reserve
accommodations. For your information, it will cost DCU
members over $35,000 to hold this Special Meeting.
Implications are that the DCU board manipulates the
election process. THIS IS UNTRUE. As with previous
years, the October NETWORK has been a vehicle to
communicate a call for candidates to run for DCU's Board
of Directors. According to our bylaws, DCU must notify
our membership of the opportunity to run. Utilizing our
member newsletter saves the credit union thousands of
dollars.
It is important to note that this process always runs
approximately 7 months. At this time, 2 of the 3
nominating committee members have been selected. None
of them are DCU officials.
Rather than continue responding to other false
allegations, we believe it is appropriate to summarize
the positive steps the board has taken to recover from
the fraud and to improve DCU's operations.
New President/CEO - Mr. Charles Cockburn joined DCU in
early September, 1991. Through member correspondences
and statements, Mr. Cockburn has communicated DCU's top
priorities, which are to ensure quality service and to
improve the credit union's financial condition. In the
next few months, the management team will collect and
analyze information to develop a more insightful
strategic plan that will enable the credit union to make
long-term progress toward both goals. As part of the
information gathering process, Mr. Cockburn is visiting
many Digital facilities to speak with members and to
obtain input from DCU staff and members on how to
improve the credit union. In some instances, the
changes suggested are being implemented immediately,
others will take time. Some of the new changes include:
1. Discontinued the checking account fee until
the strategic plan is completed.
2. Discontinued the DCU ATM fee for savers who do
not have a checking account.
3. Simplified rates for new and used vehicle
loans.
4. More flexible terms for new and used vehicle
loans. This includes no maximum loan amount
and 72 month financing.
5. Eliminated the checking account requirement for
having a line of credit or Home Equity Loans.
6. Eliminated the need for branch staff to call
the main office to waive fees and to make
decisions that relate to member service.
Internal Controls - The board has implemented or is in
the process of implementing the following improved
internal controls:
Supervisory Committee - This committee consists of
members appointed by the board. Their primary
responsibilities are to ensure that proper internal
controls exist. They represent "checks & balances"
between the board, the staff and the membership. Mr.
Cockburn will work with the committee to improve their
effectiveness and to implement numerous policies and
procedures at the credit union.
Outside Auditor - The Supervisory Committee also has the
responsibility to select and work with an independent
auditing firm. Mr. Cockburn has extensive experience in
this area and he will recommend that the committee
select an alternative firm who can provide a fresh
approach.
Internal Auditor - We will have a full time employee who
conducts thorough audits of all areas of the credit
union. This person will not report to the board, but
will have a direct line reporting relationship to the
Supervisory Committee and the President/CEO.
General Counsel - The board has recently hired the law
firm of Styskal, Wiese, and Melchione. Mr. Melchione
has extensive experience with credit unions. As general
counsel, Mr. Melchione works with DCU staff on
compliance, employment, etc. One of his many roles will
be to ensure appropriate credit union policies are in
place, and to make sure checks and balances exist. All
lawyers retained by DCU for mortgage closings,
compliance issues or pending litigation are working for
the credit union. They are not representing any
individual, but the membership as a whole. DCU does not
provide legal representation for any member or group of
members.
Legal Actions - The board had hired the law firm of
Bingham, Dana & Gould to pursue legal remedies, and to
recover any losses from all parties associated with the
fraud. To date, the credit union has received $6
million (the maximum) from our insurance carrier,
commenced a lawsuit against Mr. Mangone and others, and
has successfully attached $200,000 of Mangone's personal
assets. In addition, we are cooperating fully with
federal and state investigators.
The membership will continue to be updated regarding
these litigations. As with Mr. Melchione, none of the
credit union's attorneys represent any member of the
board.
In summary, a small group of members have conducted what
would seem to be a "witchhunt" with the intent to
discredit the board of directors and the credit union.
Their efforts have culminated in a petition to remove
the present board.
The removal of the board would be disastrous to the
credit union. At best, the credit union would be
paralyzed for several months. Given the board's current
efforts to strengthen the financial condition while
improving service, the credit union will be seriously
undermined without strong leadership.
If the entire board is removed, there is a substantial
risk that a newly elected board would have NO experience
in management, finance, or understanding of the
credit union operations. It is, therefore, extremely
important that members attend the Special Meeting and
show support for DCU's current board of directors.
Signed,
DCU's Board of Directors
To Distribution List:
NAME: Larry Abruzzese @MSO <ABRUZZESE.LARRY AT A1 at IAMOK at PKO>,
NAME: Bruce Andrews @MSO <ANDREWS.BRUCE AT A1 at IAMOK at PKO>,
NAME: Jim Benson @MSO <BENSON.JIM AT A1 at IAMOK at PKO>,
NAME: Paal Brandvold @MSO <BRANDVOLD.PAAL AT A1 at IAMOK at PKO>,
NAME: Rhoda Cobb @MSO <COBB.RHODA AT A1 at IAMOK at PKO>,
NAME: Jack Cohen @MSO <COHEN.JACK AT A1 at IAMOK at PKO>,
NAME: Dave Crawford @MSO <CRAWFORD.DAVE AT A1 at IAMOK at PKO>,
NAME: Rick Egan @MSO <EGAN.RICK AT A1 at IAMOK at PKO>,
NAME: Jeff Farley @MSO <FARLEY.JEFF AT A1 at IAMOK at PKO>,
NAME: Tom Fisher @MSO <FISHER.TOM AT A1 at IAMOK at PKO>,
NAME: Bill Foley @MSO <FOLEY.BILL AT A1 at IAMOK at PKO>,
JANICE FRAMPTON @AKO,
NAME: Sophie Gorski @MSO <GORSKI.SOPHIE AT A1 at IAMOK at PKO>,
NAME: Karen Goulding @MSO <GOULDING.KAREN AT A1 at IAMOK at PKO>,
NAME: Stan Gustavson @MSO <GUSTAVSON.STAN AT A1 at IAMOK at PKO>,
NAME: Diane Hayes @MSO <HAYES.DIANE AT A1 at IAMOK at PKO>,
NAME: SUSAN HOLMES @MSO <HOLMES.SUSAN AT A1 at IAMOK at PKO>,
NAME: Bob Hult @MSO <HULT.BOB AT A1 at IAMOK at PKO>,
NAME: Jane Jeffers @MSO <JEFFERS.JANE AT A1 at IAMOK at PKO>,
NAME: Mahesh Krishnamurti @MSO <KRISHNAMURTI.MAHESH AT A1 at IAMOK at PKO>,
NAME: Linda Krysieniel @MSO <KRYSIENIEL.LINDA AT A1 at IAMOK at PKO>,
NAME: Maury Lizotte @MSO <LIZOTTE.MAURY AT A1 at IAMOK at PKO>,
NAME: Rhonda Longmore @MSO <LONGMORE.RHONDA AT A1 at IAMOK at PKO>,
NAME: ED MAGUIRE @MSO <MAGUIRE.ED AT A1 at IAMOK at PKO>,
NAME: Dan McCormick @MSO <MCCORMICK.DAN AT A1 at IAMOK at PKO>,
NAME: Tim Mckeown @MSO <MCKEOWN.TIM AT A1 at IAMOK at PKO>,
NAME: Tim Mckeown @MSO <MCKEOWN.TIM AT A1 at IAMOK at PKO>,
NAME: Doug Morin @MSO <MORIN.DOUG AT A1 at IAMOK at PKO>,
NAME: MaryBeth Moynihan @MSO <MOYNIHAN.MARYBETH AT A1 at IAMOK at PKO>,
NAME: SALLY MUOLLO @MSO <MUOLLO.SALLY AT A1 at IAMOK at PKO>,
NAME: Sheila Narayan @MSO <NARAYAN.SHEILA AT A1 at IAMOK at PKO>,
NAME: FRED OLEARY @MSO <OLEARY.FRED AT A1 at IAMOK at PKO>,
NAME: Barbara Ostrowski @MSO <OSTROWSKI.BARBARA AT A1 at IAMOK at PKO>,
NAME: Yvonne Roessel @MSO <ROESSEL.YVONNE AT A1 at IAMOK at PKO>,
NAME: BILL ROWE @MSO <ROWE.BILL AT A1 at IAMOK at PKO>,
NAME: Janet Simpson @MSO <SIMPSON.JANET AT A1 at IAMOK at PKO>,
NAME: Martha Smith @MSO <SMITH.MARTHA AT A1 at IAMOK at PKO>,
NAME: Randy Solomon @MSO <SOLOMON.RANDY AT A1 at IAMOK at PKO>,
NAME: Barbara Spinney @MSO <SPINNEY.BARBARA AT A1 at IAMOK at PKO>
To Distribution List:
MULA @TADSKI @VMSMAIL,
LREID @AIMHI@VMSMAIL,
FLYNN @WMOIS@VMSMAIL,
SWEENEY @WMOIS@VMSMAIL,
NEWMAN @WMOIS@VMSMAIL,
FAVREAU @WMOIS@VMSMAIL,
PHYLLIS BAILEY @MSO,
JUDY BURGESS @MSO,
MARTHA CRAWFORD @MSO,
JANINE DENEGALL @MSO,
MILLIE DEWOLFE @MSO,
HENRY DONALD @MSO,
LUISA GARCIA @MSO,
BARBARA GOLDSMITH @MSO,
GONZALEZ @POWDML @VMSMAIL,
CONNIE HARTWELL @MSO,
LABBE @AYRPLN @VMSMAIL,
PAT MARSHALL @MSO,
BRENDA MATTHIS @MSO,
BOB MOORE @MSO,
DONNA ROGER @MSO,
CHERYL VALERA @MSO,
LIN VICKERY @MSO,
SEC_3MW @MILKWY@VMSMAIL
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