Conference 7.286::dcu

.0, although written with respect for another noter's suggestion to "lighten
up", is a serious proposal.  It is light-hearted to the extent that it's
offered as a starting point for discussion, not as any firm conclusion (yet)
of mine that it's the way to go.  Enjoy...


The wording of the agenda, for reference, is:

                                 Agenda

              i.  A motion to rescind all changes to DCU
                  "checking" (share draft) account terms,
                  conditions, options, and fees made since
                  August 1, 1991.

             ii.  Motions to remove all DCU Directors, under
                  Article XIX, Section 3 of the DCU Bylaws.

            iii.  Call for new elections within 90 days of the
                  special meeting to fill all Board of Directors
                  positions, under Article VI of the DCU Bylaws.

I'd support that *if* the good revised election rules could indeed be
debated on and passed at the special meeting.  I don't think that's
practical at a meeting that size, and which will probably be as long
as most of us can tolerate even without debate on a whole new subject.

If the motion to retain the current Board for 90 days had some extra
clauses in it on election reform and info protection reform, I'd support 
it.  For example:

	Abolish the nominating committee for this special election,
	require all candidates to gather signatures, and print and
	distribute to all DCU members up to 400 words of the candidate's
	choice on their candidacy -- limited only by applicable law
	and Digital company policy on what can appropriately be said.

	End the information protection policy in regards to all information
	that can be legally revealed and that relates to the actions of the
	current board in the performance of their job.  The people have a
	right to know!

Enjoy,
Larry

I'm not knowledgeable regarding parliamentary procedure, but it would seem to
me this will will require amendments to two proposals:

>            ii.  Motions to remove all DCU Directors, under
>                 Article XIX, Section 3 of the DCU Bylaws.

  Amend this to take effect in 90 days.
 
>           iii.  Call for new elections within 90 days of the
>                 special meeting to fill all Board of Directors
>                 positions, under Article VI of the DCU Bylaws.

  Amend this, possibly removing the reference to Article VI and replacing
  it with specific text which is a modification to Article VI.  I think it
  would be preferable to do this than to attempt to amend Article VI of the
  bylaws directly.

  The modifications should be minimal and clear.  They should prevent the
  current board from being considered incumbents, open up eligibility, and
  provide for more meaningful statements.

These two amendments are linked in that we would prefer not to pass the
amendment to ii without the amendment to iii.

This would seem to require either a single motion covering both amendments,
or that the amendment to iii be considered before ii.  Is either of these
procedurally permitted?

I believe the amendment to iii to be very difficult unless it is available
in written form at the meeting, either in slides (if there are facilities
for them) or on paper.  For this to happen the text needs to be worked out
immediately.  Unfortunately I don't have Article VI.

  Paul

1)  The reason I posted the Agenda in .1 is that I had noticed that there was
    nothing in the Agenda as published which said what effective date would
    be included in the Item ii's "motions to remove all DCU Directors, under
    Article XIX, Section 3 of the DCU Bylaws".

2)  I don't believe anyone has seen the text of any proposed Motions.  All
    we have so far is the Agenda.  So nothing needs to be "amended".

3)  That's what started me writing .0 in the first place:  that the Motions
    we'll need in pursuance to the Agenda can be worded to be effective
    whenever we like.  (That, plus the fact that the Board's defenders seem
    to be relying much more on "we can't be without a Board" than on any
    argument that the persons on the current Board are fit to serve the
    membership.)

4)  That said, I'll correct the title of this topic to "Proposed Motion(s)".

5)  I'm in substantial agreement with

	.2>  Abolish the nominating committee for this special election,
	.2>  require all candidates to gather signatures, and print and
	.2>  distribute to all DCU members up to 400 words of the candidate's
	.2>  choice on their candidacy -- limited only by applicable law
	.2>  and Digital company policy on what can appropriately be said.

     Let's try to incorporate language to this effect into the Motion we offer
     in pursuance to Agenda Item iii (Call for new elections).

     This is an essential idea in its own right.  That is, we need to clean up
     the election process regardless of whether the current Board is allowed
     to serve for any additional time after the Special Meeting.

    Though comments on those things (election bylaws & procedures) might
    be worked into the discussion of item three, I do not expect it will 
    be in order to propose any modifications to the bylaws at the meeting.
    It is specifically the responsibility of the BoD to make and change 
    bylaws, subject to NCUA approval.
    
    Certainly they are questions that can be put to the chair.
    
    Under item 2, it expect it could be moved to "remove all members
    of the BoD, such removal to be effective upon the election and 
    qualification of their successors" or to "remove all members of the 
    BoD and request that the NCUA appoint an interim board to serve
    until a new board is elected and qualified"
    
    It is up to the Chair to rule what is in order and the meeting
    to decide whether to sustain that ruling, however I understand that
    it is not legal to overrule the bylaws - "no business other than
    that related to this purpose shall be transacted."
    
    I read the purpose of item three as deciding whether to call for an 
    election, not voting the rules for elections.  I think we'll have the
    election rules preferred by the majority of the sitting board & allowed by
    NCUA.  So members exercise their power in elections.
             

    A bit of clarification is needed here.  
    
    Once a motion is on the floor, it is subject to amendment.  Item ii,
    for example, COULD be amended to separate the issues (forcing separate
    consideration of each Director).  It could also be amended (or if
    already separated, each of its "children" could be amended) to set a
    specific effective date for any such removals from office.
    
    Item iii's reference to Article VI of the DCU Bylaws is superfluous. 
    ALL DCU elections must play by those rules.  The DCU "Election
    Guidelines" are NOT part of the Bylaws.  We're NOT free to bypass the
    Bylaws, but we ARE free to override the guidance provided in the
    "Election Guidelines" pamphlet.  The Special Meeting can provide simple
    direction to the Nominating committee that calls for it to verify that
    all candidates are in fact qualified to run (DCU members over the age
    of 16) and to include ALL such candidates on the ballot with uncensored
    statements not to exceed <pick a number> words each.

.5>     I read the purpose of item three as deciding whether to call for an 
.5>     election, not voting the rules for elections.  I think we'll have the
.5>     election rules PREFERRED BY THE MAJORITY OF THE SITTING BOARD &
.5>     allowed by NCUA.        [emphasis added]

Yes, I know.  That's why (IMO) I think correcting the slanted mechanism by
which elections are run will ultimately be more important than how long the
old BoD is allowed to nominally remain in place.  After all, their cherished
election mechanism is what got us into this mess in the first place.


.5>     qualification of their successors" or to "remove all members of the 
.5>     BoD and request that the NCUA appoint an interim board to serve
.5>     until a new board is elected and qualified"
             
Not a bad idea.  That's another way to solve the "without a Board" problem,
although perhaps not satisfyingly enough make much difference in how much
discussion will ensue at the meeting.  (Wouldn't it take some wind out of
the opponents' sails if the presented Motions seemed to allow the prospect
of the present Board continuing to sit, uninterrupted, if only they behave
themselves and submit to the Special Election?)


.5>     Though comments on those things (election bylaws & procedures) might
.5>     be worked into the discussion of item three, I do not expect it will 
.5>     be in order to propose any modifications to the bylaws at the meeting.
.5>     It is specifically the responsibility of the BoD to make and change 
.5>     bylaws, subject to NCUA approval.

Agreed, formal modifications to the bylaws are outside the scope of the
Special Meeting.  But then, there is no provision in the Bylaws for Special
Elections in the first place, so wouldn't it be appropriate to include in
the Motion enough additional language to fill in the gaps, providing that
nothing in the Motion should CONFLICT with the Bylaws?

For instance, throughout the Bylaws sections pertaining to elections there
occur references to "75 days before the annual meeting", "30 days before the
annual meeting", etc.  In fact, the only Bylaws language which refers to
nomination by petition says:

    The nominating committee shall file its nominations with the secretary
    of the credit union at least 90 days prior to the annual meeting, and
    the secretary shall notify in writing all members eligible to vote at
    least 75 days prior to the annual meeting that nominations for vacancies
    may also be made by petition signed by 500 members.

In other words, like it or not, the Motion will have to imply things beyond
anything provided for in the Bylaws.  (The alternative would be to forget the
Special-Election motion and just wait for the annual election.)

By the way, the not-so-minor point about how many words a candidate's
statement and biography may contain isn't a count of words.  The Bylaws:

    A brief statement of qualifications and biographical data in such form
    as shall be approved by the board of directors will be included for each
    nominee...

Cozy, eh?  (If you're in the happy position of being an incumbent!)

Interesting -- a narrow reading of the Bylaws could prevent even saying
anything about any platform.  Just qualifications and bio, please -- no
statement as to philosophy, proposed new directions for the CU, let alone
disagreements with current or past policies.

.0 through .7 now seem like a long time ago.  That was before we saw how
parliamentary rules and procedures are observed when Mark Steinkrauss runs
things.

Remember when we wrote...

.6>    Once a motion is on the floor, it is subject to amendment.  Item ii,
.6>    for example, COULD be amended to separate the issues (forcing separate
.6>    consideration of each Director).

or...

.5>    It is up to the Chair to rule what is in order and the meeting
.5>    to decide whether to sustain that ruling...


Naive?

We now know that a sufficiently motivated Chair can make Robert's Rules
irrelevant.  If one doesn't flinch at using up the non-renewable resources of
one's credibility and professional reputation, one can bluster a meeting into
allowing no substantive motions whatsoever to be made from the floor, whether
or not they constitute business related to the purpose for which the special
meeting was called (which is the criterion given in Article V Section 2 of
DCU's Bylaws).

One can intimidate people into backing down and accepting a prohibition
on amendments, when no such prohibition exists in the Bylaws or in Robert's
Rules.

And even a non-cooperative gathering can be cowed into "deciding to sustain
that ruling".  It takes a tour-de-force performance, but it can be done.

So -- one's game plan is to dictate to the meeting, possibly encourage empty
procedural wrangling, but to interdict any debate about content.  No member
will be allowed to make a motion;  no motion will be allowed to be amended.
Only one's "official" versions of the motions will be allowed.  Well, then --
it wouldn't hurt if one "tuned" the wording (*) of the motions themselves,
would it?  Get our official agenda off to a little head start...



----------------------------------
(*) see following reply

(Thanks to Janet Levy for being the first to question this minor sleight
of hand.)


       Original Petition Agenda                 Voting-Card Agenda
          (members' wording)                      (DCU's wording)
       ------------------------                 ------------------

                                        A.  Call to order and introductions

                                        B.  Ascertainment that a quorum
                                            is present

                                        C.  Consideration of the following:

i.    A motion to rescind all            1.  A rescission of all
      changes to DCU "checking"              changes to DCU "checking"
      (share draft) account terms,           (share draft) account terms,
      conditions, options, and               conditions, options, and
      fees made since August 1,              fees made since August 1,
      1991.                                  1991.

ii.   Motions to remove all DCU          2.  A removal of all DCU
      Directors, under Article XIX,          Directors, under Article XIX,
      Section 3 of the DCU Bylaws.           Section 3 of the DCU Bylaws.

iii.  Call for new elections within      3.  A call for new elections within
      90 days of the special                 ninety (90) days of the Special
      meeting to fill all Board of           Meeting to fill all Board of
      Director positions, under              Director positions, under
      Article VI of the DCU Bylaws.          Article VI of the DCU Bylaws.

                                        D.  Adjournment

    And how long has the word "Motions" been singular????
    
    	- Peter

    Unless there is another special meeting, I don't think there is much
    point in continuing to rehash what happened.  It would be far more
    constructive to figure out how to get the vote out for a new election
    and get replacement directors elected.  There may be 1000 people who
    read this conference.  Mark Steinkrauss received 6000+ votes at his
    last re-election.  Work on that problem.