Conference 7.286::dcu

  Must be a LONG meeting...  It's now 10:33

    The results are in.  At the start of the meeting they said there was
    something over 1400 present.
    
    The first item passed.
    
    The second item failed:
    
    		YES - 540
    		NO  - 651
    		Total votes cast: 1191
    
    The Board stays on.
    I left after that.  I believe the meeting adjourned.
    
    Steve

    	It's a shame, perhaps.
    
    	I say "perhaps" because maybe this whole process scared some sense
    	into the DCU leadership.
    
    	To consider that almost half the vote shows no confidence (or
    	at least that should be the message) should be sobering to them.
    
    	I hope it is.
    
    	Joe Oppelt

   Steve, you  bum!  You left too early! Q3 passed! People interpreted this
   as  leaving  the  board  in  place until new elections within 90 days to
   replace  all  of  them.  I hadn't interpreted the question this way, but
   clearly  that's  what  the  meeting wanted.  More to follow, I wanted to
   post this asap, more opinions to follow...

The meeting continued and forced Mark Steinkrauss to consider the final
question anyway, in spite of Mark saying that it was moot and an attempt
to adjourn the meeting.  The vote was about 2/3 in FAVOR and 1/3 against.  
Motion carried.

Apparently a lot of people present believed the statements that the DCU
would be in serious trouble if the board were removed as a body, but are
still unhappy with the board.  I don't know how else to interpret those
results.

In the parking lot afterwards, I overheard three people (not involved with
the effort to call the meeting, as far as I could tell) say bitterly that
they were pulling all their money & auto loans out.  I said, please wait
until after the election.  That's my advice to anyone, although I
personally do not think there will be an election (other than the regular
spring election), nor even that there would have been one had the second 
motion passed.  I'll explain why I feel that way in a moment.

	Larry

PS -- The first item passed by over 90% -- maybe 100 people voted against.

    Well, excuse me!  I left too early and I apologize.  Sorry about that.
    
    Steve

    Sounds to me like the best outcome, if the elections called for in
    the last motion are held. It provides the opportunity for the
    membership at large to decide the question of board membership,
    rather than effectively disenfranchising all members who weren't
    within driving distance of the meeting.

    And with any luck, gives everybody a chance to cool off a bit.

    I apologize again for leaving too early.  Bad, BAD engineer (slap!
    slap!).  I was deeply discouraged and planned to transfer to another 
    institution tomorrow morning.  Now, I won't.  This may work out for the 
    better after all - IF they really have new elections for all the seats.
    
    Steve

    
    
    I only want to say one thing about question 2 and the vote, and
    actually the whole way the meeting was conducted..
    
    What a Sham..!!
    
    Ok - so the whole thing is still fresh..
    
    

    Well, if they don't have new elections, then we can petition to remove
    say, three of the directors.  That will avoid the issue of replacing
    the whole BoD at once and the instability that people fear that might
    cause.
    
    But for now I suppose we should assume they will call for new
    elections.  Does this somehow conflict with the bylaws: calling for new
    elections when all the BoD positions are already filled?

    I'd say there is a chance that the Board might refuse to hold the
    elections specified in question 3 on some legal grounds.  Jack
    Rugheimer spoke about some legal objections to both questions 1 and 2
    at the meeting.
    
    I'm just speculating, though.

    I was displeased with how Mark Steinkrauss chaired the meeting.  If he
    tried at being unbiased, he failed miserably.  We never got to meet the
    board.  There was a group statement by one member and a few opinions
    about from another.
    
    Reflecting back over the meeting, I think the irregularities will allow
    the BOD a chance to invalidate the meeting, if they so choose.
    
    As for the vote on the second motion (remove the board), the counting
    scheme seemed prone to error.  I forced the counters for my quadrant
    (middle right -- from the back) to count each row from opposite sides.  
    The quadrant on my right, the tally was done by counters on a single
    side.  Since the rows could be quite long, some members could fail to
    cast a vote because they didn't hear the question.
    
    It was apparent that they were not prepared for the 1300+ who showed up
    as seeting was only there for about 1000.

   RE: .13     
    
    Even if they decide to uphold question 3, I speculate that the
    interpretation would be as follows: Call for new elections, i.e decide
    on a date and so on before the end of 90 days, and set the date for
    sometime in the future that would probably coincide with the next
    elections..yes..? donno..
    
    

    I would not have left had I thought there was a prayer at getting itme
    3.  Like Mark, I assumed that item 3 was moot in that it seemed
    intended as a mechanism for providing new Board members.  But, as it
    read on the card, it seemed open regarding item 2:
    
    	3. A call for new elections within ninety (90) days of the Special
    	Meeting to fill all Board of Directors positions, under Article
    	VI of the DCU bylaws.
    
    The intent is only implied here.  The specific wording makes the
    filling of ALL Board positions the purpose of the elections.  Not just
    the two that are scheduled for the annual election.  This took me by
    surprise.  I should have seen it coming.
    
    Now, where we might have a problem is in someone coming along and
    declaring it moot.  I REALLY LIKE the idea of letting ALL DCU members
    participate in this rather than requiring only those few that can make
    it in person to be able to vote.  The fact that we had to vote to
    represent all DCU members was used successfully (I think) to defeat
    item 2.
    
    I also think that one reason the vote on item 2 was so close was
    because there was a lot of confusion.  Seemed like there was motion
    after motion, out-of-orders to go, points-of-order shouted from every
    corner, that kind of thing.  Confusions causes votes to be close.
    
    I wonder if by leaving I helped reduce the confusion ...  hmmmm ...
    
    Steve

   A brief  synopsis  from  memory (my apologies for inaccuracies or out of
   order comments, not to mention misspellings. Hey, it's late, OK? 8*)...

   1st question: rescission of all charges on checking, etc.

   2nd question: removal of the board

   3rd question: call for new elections within 90 days

   About 1300  or  1400 people showed up, standing room only.  You stood in
   one  of  a  bunch  of  lines depending on your last name initial letter.
   They looked at your ID, crossed your name off, and gave you a blue card.
   The blue card was your ticket to get into the room and to vote you would
   hold it up.

   The meeting  started  at  about  7:45 or so and people were still coming
   into the room.

   Mark Steinkrauss  chaired  the  entire  meeting.   He began by reading a
   prepared  statement  for,  oh, maybe 10 minutes.  Several challenged the
   chair  to remain in position.  He managed to hold onto it for the entire
   meeting.

   There was  a  good  while  of  parliamentary  wrangling about the voting
   process.  People suggesting secret ballots were shouted down and because
   Mark  explained  that  secret  ballot would take 1.5 hrs per ballot (and
   there were 3).

   He really  did  get  quite  confused  (as  did  we all) when there was a
   motion,  a motion to amend, a point of order, and a movement to call the
   question  at  the  same time.  It would have been tough for anybody.  He
   conferred with the parlamentarian a lot.

   The lawyer (Jim Rice) was there, but really didn't do much.
   
   Jack Rugheimer  (sp?)  first  got  up  with  a  point of order and had 5
   reasons why the first motion (the checking fees) were an illegal motion.
   I  don't  remember exactly how, but that didn't work.  I think the chair
   ruled  it  out  of  order.   A  couple of people spoke about the way the
   checking  fees  were  introduced.   The question was called.  The motion
   passed easily, no counting involved.

   Some more parliamentary wrangling about Steinkrauss being the chair on a
   motion affecting him. He retained the chairmanship.

   The 2nd  question  came up.  A few people spoke.  Abbot Weiss I think it
   was  read  a  prepared statement concerning removal of the board.  Chuck
   Cockburn  spoke  (or  read  a  statement,  I  don't remember) saying how
   wonderful DCU is and how terrible it would be if the board were removed.
   The blue card said "please limit your comment or question to 5 minutes".
   Chuck  Spoke for 5 minutes and then several people shouted that his time
   was  up.  Chuck shouted "I'm not finished" and then shouted over them to
   finish his speech (another 30 sec or so).

   A couple  of other people made some short comments.  Shortly thereafter,
   the  question  was  called by somebody and passed so nobody really got a
   chance  to  ask  anything  really interesting to the board.  Most of the
   board was silent.

   A couple  of  people made ammendments.  One was to let the board stay on
   until the election.  As it turned out, that's how people interpreted the
   3rd  question  anyway.  The chair ruled all ammendments to the questions
   out of order.

   Several people  wanted  to make sure that the bylaws were followed.  The
   bylaws  state  that any board member being removed had a right to speak.
   The  only  board  members  who  said  anything  were  Abbot  Weiss, Jack
   Rugheimer, and Mark Steinkrauss (in his opening statement).  The rest of
   the  board  declined  to  speak I guess.  Mark ruled that the statements
   (appeared  to  be  prepared  statements)  did  in fact reflect everybody
   speaking and so the bylaws were satisfied.

   The vote  was  taken  and it was too close to be obvious.  They then had
   20?  *DCU  employees*  (!)  do  the counting.  They divided up the room,
   people  held up blue cards, and two people counted together and compared
   their  results.  Their results went up to the front for a final tally of
   540 yes, 651 no. It failed.

   The crowd started slowly dwindling.

   Somebody made  a point of order that the 3rd question was moot since the
   second one failed.  He was shouted down by lots of people.

   Somebody moved to adjourn. That failed.

   Somebody challenged  the  chair  in  that the counters were biased.  The
   chair ruled it out of order.  People clearly wanted to get the vote over
   with.

   Somebody immediately  called the question on the 3rd one.  The motion to
   call the question passed easily.  The vote on the 3rd question was taken
   by  a  simple show of blue cards.  There were probably about 2/3rds Y to
   1/3rd N when a simple majority was required so it passed!

   General impressions...

   The board  and  Chuck  came with prepared statements for every occasion.

   No interesting  questions got asked because everybody wanted to vote and
   leave.   

   Lots of  people  (I  didn't) read the 3rd question as removing the board
   with  the  completion  of  the  election  for all of them, as opposed to
   removing  them  immediately  (the 2nd question).  I don't think that was
   the original intent, but it seemed to work out OK fortunately.

   Now all we need to do is make sure we have a level playing field for the
   election...

    
    I don't think they will have new elections.  Mark seemed pretty sure
    that Q3 was moot, since Q2 failed.  I don't know.  Seems like
    everybody decided Q3 was all of a sudden important and I don't think
    the BoD expected it after Q2 failed. 
    
    Personal opinion:  the meeting was a mess.  Mark admitted he was
    less than optimal at running a parlaimentary meeting, yet he
    did not step down from the chair.  Parlaimentary wrangling benefitted 
    quick vote motions from people who were anxious to leave and be done with 
    the crowd (or make their predetermined vote and get out of there).
    It all seem disogranized and at the same time planned.  Pro-Bod factions 
    gave long, written monologues.  A large DCU employee contingent seemed 
    quite angry towards DEC employees, and I question what kind of "pep talks"
    they may have gotten.  A secret ballot was never going to be allowed,
    I think, and the large crowd sealed the fate of even trying for one.
    The vote counters were DCU employees.  That, and Mark chairing the meeting
    was a conflict of interest, imho.
    
    I'm dissappointed in the way the meeting was managed, and I believe
    I am now done with the DCU.
    
    - Sean

    re: .15
    
    I think you're right about when the elections will go.  They define
    "call" as schedule.  So, they'll likely announce that the annual
    election will count as fulfilling item 3 so long as it's "called"
    (scheduled) within 90 days.  I don't know that I would object to that,
    yet.
    
    Now, I suppose they don't have to make that announcement until 90 days
    from now.  Meanwhile, the candidate selection process is already in
    progress.  So, it may be a good idea for all worthy candidates to come
    forward so that they can be on the ballot for the annual elections.
    That is, even though the official count of seats open is only 2 right
    now, that could change in 90 days.  And, 90 days from now may be too
    late to begin a campaign.  
    
    Steve

    
    
    Hey..I guess now I can also add one reason for having the DCU
    notesfile: GROUP THERAPY..!!
    
    

--------------------------------------------------------------------------------
DCU Special Meeting voting results:

    Item 1 -- passed by a very large majority
    Item 2 -- failed FOR 540, AGAINST 651 (Total votes cast 1191) *
    Item 3 -- passed by a large majority

    A total of 1309 ballot cards were handed out to members at the 
    speciall meeting, according to the DCU.

  * Frankly, I believe the counting of votes on Item 2 was a shame!
    The chairman of the BOD moderating the meeting ruled a motion for
    secret ballots OUT OF ORDER, since it wasn't on the original
    petition.  The 16 counters did not represent the membership; they 
    all worked for the DCU (tellers, etc.).  We watched them almost
    all vote against item two after they reported their counts.
    I say "almost all" because I heard one say she had already voted.

    I also personally observed the 2 counters for our row violating the
    procedure established by the accountant supervising them.  They were 
    supposed to be at each end of the row and arrive at their counts
    independently.  Instead, they stood next to each other at one end
    of the row and one asked the other what she had and simply wrote it 
    down.

    After watching the counts being taken, my personal opinion is that
    the number of people voting FOR item two was substantially greater
    (at least 200) more than the people voting against.  I have no idea
    if they manipulated the numbers to arrive at the totals they did, but
    THERE WERE ABSOLUTELY NO CHECKS AND BALANCES on the process to assure
    a fair count.

    --Steve

    
    
    Even though it is late, and everyone is tired, cranky (including yours
    truly) , I caution everyone to think before starting to throw
    accusations based on what we think.. 
    
    I know what we all observed, and what we have seen happen before our 
    own (sometimes disbelieving) eyes, and if anyone wants to relay what 
    they actually saw, heard, and done, then please go ahead, but I 
    would suggest keeping any accusations about counting, or possible 
    fixing outside the conference, unless you KNOW for a FACT.
    
    
    

	I was quite disappointed in the meeting. I had hoped that
	anyone who wanted to express an opinion would have the
	opportunity to do so, instead, the assembly wanted to simply
	vote and be done with it. 

						Tom_K

    It's very hard to count votes in a group that large. And I believe the
    counters tried very hard. 
    
    I went to the meeting with as open a mind as I could. I had hoped
    for a lot more debate. Also for a lot more explaination from the
    board. The Board seemed to think that this was all about Mangeone (sp).
    Perhaps for some it was but not for me. I felt I had little choice
    but to vote against the board. I hope they follow the clear intent of
    the meeting and hold a fair election for all the seats within 90 days.
    
    The Board kept talking about the 88,000 people and how they didn't all
    get to vote. By holding a full election for all seats they can give
    all 88,000 the chance to have their say. I can't see how they can
    object.
    
    		Alfred

Re: -.1

>    The Board kept talking about the 88,000 people and how they didn't all
>    get to vote. By holding a full election for all seats they can give
>    all 88,000 the chance to have their say. I can't see how they can
>    object.
    
    I think they can object on the grounds that there is no provision in the
    DCU bylaws for holding a special election to the board when there are no
    vacant seats on it (at least I don't think there is any such provision).
    For that reason, practically speaking, I think that the motion to hold
    special elections was dependent on the carrying of the motion to remove
    the board (which as we know did not carry). I hope I'm proved wrong,
    but I suspect that we'll see a special election for the DCU board, oh,
    maybe right after dividends are resumed. -:)

    Jim

Here are my extensive notes on the special meeting -- for you masochists who
wanted to go but didn't.  No doubt there are other versions already posted
by the time I post this, so if you already know as much as you want to know
about the meeting, please go on to the next note.  If you don't want to see
my comments on the meeting, skip two notes -- I've tried to keep to the
facts here and comment on what went on in a spearate note.


	Call to order

Meeting called to order after 8pm -- it took a long time to get everyone in.
Lots of people standing around the edges of the room.

Mark opened by introducing the board members and various officials,
including a parlimentarian and Jim Rice, the lawyer who was present
at the second informal meeting.  Rice didn't ever speak out loud, though,
in spite of being invited to by attendees at various times.

Mark then made a statement about how Mangone inspired trust and helped
take the DCU from nothing to the biggest CU in NE.  He said that the
outside auditor, outside counsel, and the NCUA saw nothing wrong with
the participation loans, and that they earned the DCU a lot of money
until the real estate downturn.  He said that in April 1991 the first
possibility of loss on the Participation Loans was pointed out to the
board (yes, that's what he said, in almost exactly the words he used).
He concluded by saying that the DCU needs continuity of leadership and
asking us not to punish the victims, but to punish the guilty as provided
in law.

Mark then made a statement that turned out to be a theme of the evening.
He said there would be no secret ballot because it wasn't provided for in
the special meeting agenda.  He also said that a secret ballot would take
1 1/2 hours per ballot.

	Motion 1:  Rescind checking fees

Jack Rugheimer, the board member who is a lawyer (Sr. Attourney for Digital)
stood up and gave his opinion that this motion is illegal since the Board
sets policy.  After some pushing, Mark announced his opinion that the
motion was valid (whatever that means).  Someone asked here (or was it
for motion 2?) for Jim Rice to state an opinion on the legality, since he
worked for all of us.  Mark said that Jim hadn't come prepared to speak
to the legality of the motion.

Board member Weiss talked about checking being the DCU's most costly
program, that these were tough financial times, etc.  He said that in
retrospect they agreed with the membership that it have been done in
August, but asked us not to tie Chuck's hands and not to meddle with
the professional job of establishing products and prices at the DCU.

A member stood up and said the "Choices" brochure was an insult and 
confusing and said to keep it *simple*.  

Motion to end debate overwhelingly carried, motion 1 overwhemlingly
carried (over 90% by my estimation).


	Motion 2:  Remove the Board of directors.

There was a lot of wrangling here.  Much of it involved trying to
remove Mark as chairman.  Mark said that he always chaired meetings
with members and that he did not have to relinquish the chair since
there was no disciplinary action pending against him.  

Board member Ruggheimer got up again and announced that there are 5
reasons why this motion is out of order in his opinion.  I only heard
4 of them, they are
	No procedure for a hearing committee (didn't say what that is)
	No call for executive session (which would make it private)
	No provision for filling vacancies
	Call to remove all directors violates their right to be heard

Member asked Mark as chair to rule on whether motion was out of order.
Mark refused.  He was finally asked some very specific questions -- 
do the bylaws provide for a meeting to remove the board and was this
meeting called in accordance with those bylaws, etc.  He said "In my
opinion, yes" to each question.

Someone tried to ammend the motion to leave the board in place until the
special election.  Mark denied the motion on the grounds that the special
meeting agenda doesn't provide for motions or ammendments, but only items on
the agenda.  Quoting Robert's rules at Mark had no effect, since Mark ruled
that the DCU bylaws took precedence.  A motion to overrule the chair was
denied for the same reason.  A motion to go into executive session to make
the motion legal was denied for the same reason.  A man with 15 years
experience as a moderator in NH stood up to say that only ammendments that
preserve the "integrity of the motion" should be allowed.

Then it got surreal.  Things were tangled up, with Mark making statements
about what people's appeals etc. meant that didn't seem to match what the
people had said.  Mark finally announced a vote to terminate debate.  I
have no idea how we got there.  However, the person with an appeal pending
withdrew it so that debate could continue (start, really).  Later attempts
to dispute with the chairman or replace him were not well received by the
meeting, which seemed to me to want to do nothing but vote on the motions.

Board member Weiss stood up to give a prepared speech about how the NCUA
and the audit report said the board & current DCU officers are clean.
He then listed their accomplishments, starting with hiring Chuck.  
Other board achievements he listed include all the things Chuck has done
(e.g. rescinding the checking fees, simpler auto loans, etc.), 
improved internal controls, and appointment of a supervisory committee.

Many people asked, here and later, for the other Board members to speak,
as the bylaws required them to hae a chance to do.  I'll summarize the
wrangling by noting that Mark finally stated that Weiss was speaking for 
the whole board.

Chuck Cockburn then gave a strong loud speech that was apparently just
over 5 minutes long.  He said removing the whole board is uncalled for --
their job is to ensure that we have good staff, set operating policies,
set and maintain the CU direction and something else that I misssed.
He said they've done all those things, and they have the qualifications
to turn the DCU around & not waste the time that would be lost if they
were voted out.  He repeated earlier remarks about how the board had no 
reason at all to suspect the participation loans were bad.

At this point, a motion was made to end debate, in spite of the fact that
not one person who wished to speak against the Board or to comment on
Weiss' and Cockburn's statements had had a chance to do so.  It needed a 2/3
majority and carried by a large margin.  The will of the meeting.  So we
voted, and it was too close to call.  Then they brought in checkers (all DCU
employees) under the direction of a non-employee.

Thence followed a lengthy hand count of people raising their voting
cards in the air.  This contrasted markedly with the system used at
my own town's Town Meeting, in which each voter is issued a paper
with YES and NO, separated by perforations.  You tear off one, fold
it over for privacy, and hand it in.  A faster, more reliable result,
and it's a secret ballot, too.

Eventually the count was done:  540 aye, 651 no, 1191 total, out of
1309 voting cards issued.  There were obviously strong feelings on
this vote -- one section started yelling about someone they said had
gotten up and voted twice in favor.  Since we all had to be issued 
voting cards anyway, things could have been arranged to avoid that sort of
problem.  It was obvious that some groups, such as the vote checkers, voted
100% for the board.

The man with 15 years experience as a moderator then stood up and said
that it was very irregular for the chair to be partisan on an issue (Mark
was not just affected by the issue, he made partisan statements on it),
and that it was very irregular for the counters to be clearly partisan.
He wanted some sort of recount by handing in voting cards (similar to the
system my town uses), but was shouted down.  Mark stated "All of the
checkers work for you, as has been pointed out to us several times".
He then added that he thought that during the meeting he had clearly
shown impartiality.  


	Motion 3:  New elections for all board positions in 90 days

Some people left at this point, perhaps 100 at most.  Mark announced
that since motion 2 failed, motion 3 was moot.  The crowd, which had
gotten noticably restive during the vote counting, shouted NO!  There
was some delay while someone asked what artical 6 of the bylaws said
(it's the section on elections), then Mark pushed through consideration
of a motion to adjourn, in spite of a number of shouts of "point of
order"!  and someone who said that since Mark placed the DCU bylaws
ahead of Robert's Rules, he had to act on the whole agenda.  The motion 
to adjourn was defeated overwhelmingly.  

We then voted overwhelmingly to end debate (after no debate at all!)
and then voted strongly in favor -- I'd estimate about 2/3 in favor.
The margin in favor looked much larger than the number of people who
had left.  

We then adjourned, at about 10:50, and got out of there.  Did you ever see
1200 people leaving a room and heading for their cars at the same time?


The above account is as accurate and as unbiased as I could make it
in the brief time I've allowed myself for writing it.

	Sincerely,
	Larry Seiler

Re: question 2 vote

While it's true that question 2 was defeated, it was hardly a landslide.

Of the votes cast it was roughly 45% in favor to 55% against.

There were sufficient numbers in the abstentions to have turned the question.
(Probably doesn't mean much, but it's an observation.)

I would estimate the DCU employees' presence to have been somewhere between
150 and 200. As they voted as a block opposed, their absence would have made
a difference (and I have to believe that sans pep talks it's unlikely they would
have been there in such numbers. Every DCU employee I've ever known at both
MK and ZK was there.)

Many upper and middle managers appeared to be there in support of the board on
question 2, most likely as a result of the recent letter campaign issued from
upper management urging just that. (Sad to see the sheep-like behavior, but
not surprising.)

It wouldn't have taken much to have changed the outcome. I'm enthused over the
result of the vote, even though it was defeated. The message is clear.

However, I fully expect that the two items which did pass will be summarily
ignored or otherwise "excused" by the BoD.

After seeing Mark Steinkrauss, Director of Investor Relations, in action, I
think I may not only pull out of DCU, but the ESPP as well. Who needs that
kinda character being in close proximity to any of my property?

-Jack

Now, here are some comments on the special meeting that I didn't feel that
it would be appropriate to mix in with my account of the meeting.


First, I'm impressed at the efrontery of Mr. Steinkrauss, to open a meeting
as chairman by making a partisan statement (the chair is always required to
be impartial), to ignore Robert's Rules in favor of DCU bylaws when that
would help the board (e.g. refusing the allow any motion or ammendment), to
ignore the bylaws in favor of Robert's Rules when that would help the Board
(e.g. allowing a motion to adjourn), and then to state near the end that he
had acted impartially!

It was also interesting that Mr. Ruggheimer twice stated legality problems
with the motions, but the DCU lawyer (who represents us, Mark said), somehow
wasn't prepared to comment on those issues.  Calling the procedings "a sham"
is putting it mildly.


It quickly became clear to me that Mark and other board members were doing
what they could to invalidate any votes taken at the meeting.  Based on Mr.
Ruggheimer's statements about legality, I don't expect the Board would have
acted to carry out motion 2 if it had passed.  I expect that they would have
announced that on the advice of counsel, the motion was flawed.  That's
pretty much what they did say, after all.

I don't expect that they will act on the strong vote in favor of motion 3 to
hold new elections for all board positions.  We heard no legal opinion on
that one, but Mark stated that it is moot, and (I think) finally allowed a
vote on it because the attendees outnumbered the security guards by a factor
of hundreds to one!  :-)  Seriously, nobody was acting like the meeting
would get physical, but the crowd was very angry at that point.  *Many*
people who voted against motion 2 voted in favor of motion 3.

I don't even expect that they will act favorably on motion 1.  Again, I
expect them to announce that they are acting on the advice of counsel etc.
and not implementing that motion.  Note that Mr. Weiss talked as if it the
fees had already been rescinded, when in fact there are all sorts of extra
fees (other than the checking account fee) that were introduced at the same
time and *not* rescinded.  But hey, Board -- surprise me!  I'd be happy
(really!) to be proved wrong here.


Some of the events in themeeting definately bear noting.  Yes, Mark really
did say that they Board in April 1991 the first possibility of loss on the
Participation Loans was pointed out to the board.  Since the first default
was most of a year earlier, that's an amazing statement.  Perhaps he meant
the first indication of fraud? Then why did he think Mangone's account at
the DCU had been attached by a court the preceeding fall?  I sure wish I
could have asked that.

I also wish I could have told Chuck that I agreed that the Board was setting
policy and direction -- but that that was the problem!  The same old dust
was thrown up -- no criminal wrongdoing by the board, but no accountability
for not even having a working supervisory committee, in spite of Weiss' and
Chuck's statements during tonight's meeting that this committee is a key
part of the internal checks at a credit union!  The Board acted as if the
issue is Mangone because they have an answer to that one.

Finally, I wish I could make a point about employment clear to Mark.  No,
the vote checkers, as DCU employees, do NOT work for us.  They work for
Chuck, Chuck works for the Board, and the BOARD works for us.  Or it should.
I've yet to hear any Board member say that the Board works for us, or that
we are the owners of the CU.  I've heard of Chuck saying we own the DCU.


All in all, a very irregular meeting.  It taught me the perils of attempting
to debate *anything* with 1000 people in attendence.  The meeting didn't
change my opinion of the Board members, though.  Again, they acted entirely
in concert.  Note to those who want them judged separately -- find a way to
separate them, and I'll be happy to do it!  And, of course, Mark and other
Board members seemed to do a very good job as usual of pursuing their own
interests by any means available.  I personally don't agree in this case
that their interests and the DCU's interests are the same, although I know
that many people quite sincerely believe that to be the case.

A final note for board apologists.  I intend to modify my attitude toward
the Board based on what they actually do as a result of the meeting.  If
they act in accordance with the clear will of the meeting on motions 1 and
3, then I will be favorably impressed. 

If, however, my rather pessimistic assumptions are correct, it is only fair
for those of you who believe that the Board has so far been correct in
ignoring the efforts of a small number of troublemakers to note their
actions.  The meeting refused (by a close margin) to immediately drop the
board, but it did voice a strong vote of "no confidence" by asking for new
elections.  I accept the former vote.  Does the Board accept the latter?
I ask nothing more than that people judge them based on their actions.

	Enjoy,
	Larry

I've read a bunch of mail about the DCU but not this conference, until after the
special meeting.  Several things about the meeting bothered me.

I wish I'd brought my copy of Robert's Rules, or at least reread it before the
meeting. I am sure that they _do_ recommend alternating between speakers for and
against the meeting.  (Where's the Robert's Rules notesfile?)

Another thing that bothered me was that the chair let things degenerate into
confusion when he could have voluntarily done some simple things like saying "In
accordance with the bylaws requiring a member of the board to be heard before a
vote to remove them, the chair will now recognize any member of the board who
wishes to speak" and (after a suitable delay for them to have their 5 minutes)
"Let the record show that all board members were present and had an opportunity
to speak."

To be fair, I do think that Abbot Weiss enumerated some positive changes that
the board has decided to make, such as getting an internal auditor.  (If I heard
that correctly.)

On the disturbing side, I find the old IBM Sales tactic of "Fear - Uncertainty -
Doubt" coming from the board and President very troublesome. And I would have
liked more time for people to ask substantitive questions.  Like, will the next
annual report include the Auditor's Notes?  (And if the next one is, will those
from previous annual reports be published?)

    I don't agree with the suggestions that everyone wanted to just vote
    and go home.  I think that for about the first hour, people wanted to
    hear relevant facts and opinions.  However, a small group of
    obstructionist radicals (mostly from the anti-BoD camp) kept raising
    frivolous points of order and inquiry, creating confusion which led to
    more points of inquiry.  Every time the Chair would open his mouth,
    someone was yelling for him to step down, or asking a stupid question,
    or quibbling about vote counting.
    
    After about an hour or so of this, it became clear that the meeting
    would never get off the interrupt stack, so to speak.  All that wasted
    time was what made people get frustrated and want to go home.
    
    I went to the meeting with a fairly open mind (perhaps slightly biased
    against the current board because of how insulted I was by the Choices
    brochure and by the reports of their withholding information).  When it
    was finally time to vote on the all-important question 2, I really
    wasn't sure which way to go.
    
    Pondering the president's forceful comments in support of the board, I
    made up my mind.  Even the anti-BoD folks had been speaking highly of
    the new president.  He's the one who would have to pick up the pieces,
    if we made the wrong decision.  So I voted not to remove the board.
    When in doubt, follow the lead of those who will be most affected,
    those in the know, and those with well-respected opinions.  I suspect
    I'm not the only one who thought along these lines.
    
    Question 3 being passed was classic.  That, plus the closeness of the
    vote on #2, sent a very strong "no nonsense" signal to the board.  I
    mostly wanted to send such a signal, rather than tossing everyone out
    immediately and turning the world upside-down.  Even if they now
    declare the vote invalid on some technicality, the point has been made.
    
              - MyTH

    Well I call it a victory if the board implements the will of the
    meeting which was clearly that all board members should stand for
    reelection within 90 days (motion 3).
    
    I am extremely unhappy how the meeting was run. Mark Steinkrauss
    clearly used his position in the chair to make sure the issue 2
    couldn't be devated in its entirety. I also admit that some of us
    who were trying to get issue 2 debated were out maneurved procedurely.
    
    We were trying hard to get the chair to give a ruling on the bylaw
    provision that each board member had to speak for motion 2 to be valid.
    Only after countless points of order had been raised and I read the
    applicable bylaw did Mark finally acknowledge that the board had spoken
    in total through Abbott Weiss.
    
    The other problem was that we tried to ammend motion two to let the
    board stay on for 90 days because it was clear that there was
    substantial apprehension at not having a board. This was a clear
    mistake on our part, it just led to procedural wrangling when Mark
    ruled (finally) that no amendments were possible. I still believe
    amendments should have been allowed. Roberts allows them and the
    meeting notice and bylaws (which I read out) clearly specified that
    items RELATED to the agenda items (ie ammendments were allowed).
    In retrospect we should not have let ourselves get into this procedural
    wrangling we should have just debated, several of us had some key
    information to present. Unfortunately by that point it was now 9:30 and
    a board member very conveniently moved a motion to take question 2.
    The meeting wanting to get out of there (and as it subsequently turned
    out really wanting to get to question 3) agreed to a vote by tthe
    prescribed 2/3 majority. As you've read the motion was narrowly voted
    down.
    
    Then a board member (I think but I'm not sure) tried to move a motion
    to ajourn without considering question 3. This sent the vast majority
    in the meeting ballistic and the motion as soundly defeated. Then
    someone moved to vote on Question 3 without ANY debate. The motion was
    carried overwhelmingly.
    
    My summary of the meeting is that the sitting board got an overwhelming
    vote of no confidence forcing them all to thank for election. But the
    combination of the meeting being worried about the raqmifications of
    removing the board immediately and having no board for 90 days scared
    people enough to vote down question 2. Added to that the way Mark
    handled the meeting and the screwup on our part over using too much
    time for procedural wrangling meant no debate could take place.
    
    I am extremely disappoiinted that the 1,300 people who turned up didn't
    get to hear the real facts debated. But I am also very happy that the
    main point of the meeting passed. That is that the whole current board
    should put themselves up for reelection.
    
    We will be carefully monitoring the boards compliance to motions 1 and
    3 and they can be assured that they'll have another special meeting on
    their hands should they decide to wangle their way out of motion 3 and
    avoid putting themselves up for reelection. Meanwhile we will continue
    to get more evidence to back up our case of the board failing in
    exercising the responsibility vested in it.
    
    Round 1 to the membership, but not quite as decisive as it could have
    been. We will be better prepared procedurally next time and will ensure
    that issues can be debated. I sincerely hope that a next time won't be
    required and that the board get the hint. But I have my doubts. After
    the meeting I heard a couple of members of the board talking about how
    they don't think item 3 was valid. I sincerely hope that the board
    recognise the ramifications of trying to go against what was the clear
    intent of about 2/3 of the meeting attendees on question 3.
    
    Also I can't believe the number of DCU employees that there were there.
    Probably about 150. They sat together and voted as a block. I also hear
    rumours that there was a LONG meeting at PKO today for a lot of the DCU
    employees where they given a totally one sided view of the issues.
    
    Bottom line though that I learned was. If the chair is not neutral
    however well you've learned Robert's rules of order you get screwed.
    
    I had a lot to say in debate. I spoke quite a lot but unfortunately it
    was only on points of order and information. Maybe we shouldn't have
    bothered to ensure that the directors were getting their right to speak
    as prescribed by the bylaws. Maybe we should have just gone into
    debate. Our fear was that if we'd done that we'd have had the vote
    overturned because we'd violated the bylaw under which we submitted
    question 2.
    
    There were many things that both Chuch Cockburn said and Abbott Weiss
    said that we could prove wrong. Not the least of which was that DCU was
    only aware of problems with the participation loans in April 1991.
    One asks why they repossessed all those properties in 1990 and talk a
    $4M provision for loan losses.
    
    Finally my message to any board member reading this is. We are
    carefully watching you and we expect the wish of the vast majority of
    the meeting is upheld. Ie put yourselves up for reelection in 90 days
    and let the total (all 88,000) membership decide on how fit you are to
    be directors of our credit union. The members have spoken, I suggest
    you listen to them. This was always our overriding objective. We are
    glad that we had the support of most of the attendees.
    
    Dave

    Here are my notes, but I took more care to follow the motions and
    points than to record exactly what various people said.  I apologize
    in advance for mangling or omitting anyone's names or statements.
    
    
    
    Mark Steinkrauss, in the chair, called the meeting to order and introduced
    the Board members, the President (Chuck Cockburn), a Parliamentarian
    (Mr. Melchiore?), a Sergeant-at-Arms (? McAdoo), a Recording Secretary
    (Charlene O'Brien), and a Head Teller (? D'Addario).  Then he read a
    prepared statement.
    
    Jack Hutchinson asked, as a point of information, what the procedure
    for a secret ballot would be.  Mark Steinkrauss answered that this
    would cause a delay of 1-1/2 to 2 hours per question, that it was not
    customary, and that it was not provided for in the call for the
    meeting.  He finally told Jack Hutchinson to bring up the secret ballot
    as each question on the agenda was being considered.
    
    David Garrod moved the first question, and it was seconded.
    
    Jack Rugheimer called a point of order: Setting the fees, interest
    rates, etc. for accounts is the Board's business under the Federal
    Credit Union Act, therefore question 1 was unlawful.  Mark Steinkrauss
    stated that discussion of the question would continue anyway.
    
    Greg Moody asked that the Board explain why the fees were created, why
    they were just announced without asking for input, and why they were
    not voted on by the members.
    
    Abbot Weiss spoke at some length on this subject.  (I only wrote down
    the following:) The DCU was able to provide free checking when loan
    demand was high, delinquencies were low, and return on investments was
    high.  Implementation of the fees was delayed because Chuck Cockburn
    wanted to evaluate all products and services before redesigning any or
    changing their fees.  He expected this to be complete in 4 to 6 months.
    
    Jack Hutchinson asked if, given Jack Rugheimer's statement, the
    question was out of order.  Mark Steinkrauss said no.
    
    Jerry Van Gink spoke about how different banking in the U.S. was from
    European banking.  He said he'd been insulted by the "Choices"
    brochure, and that what he wanted from a credit union was simple,
    honest services.
    
    Jim Williams said that even if question 1 was illegal, the vote on it
    would give new information to the DCU management and Board.
    
    David Garrod moved the previous question, and this was seconded.
    The vote to terminate debate passed, and the question passed, both by a
    show-of-hands vote.
    
    Steve McDonald asked if a 2/3 vote was required to pass the question.
    Mark Steinkrauss stated that 2/3 was required to terminate debate, a
    majority was sufficient to pass the question.
    
    Question 2 was then taken up.
    
    Someone suggested a "pro" line and a "con" line of speakers. Mark
    Steinkrauss stated that he would continue with the current procedure.
    
    Someone called a point of order, and suggested that it was improper for
    Mark Steinkrauss to preside during discussion of this question.  Mark
    Steinkrauss replied that since no disciplinary action was being
    considered against him under the question, there was no procedure for
    replacing him with another chair, and since it was not in the call to
    the meeting, he would continue in the chair.
    
    Someone moved the question, and it was seconded.
    
    Jack Rugheimer called a point of order, and stated that consideration
    of question 2 was out of order for five reasons:
    (1) No procedure was established for a hearing committee.
    (2) No procedure was established for an executive session.
    (3) No procedure was established for immediate filling of vacancies.
    (4) The question would remove all of the Directors in a body, violating
    Article XIX Section 3 of the Bylaws, which say the Directors being
    removed should have a chance to be heard.
    (I didn't hear a 5th reason.)
    
    Mark Steinkrauss stated that he would still allow discussion.
    
    Someone asked, as a point of order, for a legal opinion from Jim Rice,
    the DCU's attorney.  Mark Steinkrauss said that would be inappropriate
    at this time.
    
    Someone stated that an impartial facilitator was needed.
    
    Peter Briggs moved to amend the question to allow the current Board to
    serve until duly replaced by the election.
    
    Ron Glover asked that Mark Steinkrauss clarify how this differed from
    question 3.  Mark Steinkrauss stated that he couldn't talk about
    question 3 yet.  He also said that amendments to the agenda were not
    allowed by the Bylaws and would prejudice (sic) the other 87,000
    members.  Therefore, he ruled the amendment out of order.
    
    Susanna Nathan said that board members should have the opportunity to
    speak, and made a motion to have them speak. Mark Steinkrauss ruled
    this out of order.
    
    Someone asked why the attorney was here if he couldn't speak.  Mark
    Steinkrauss stated that the Chair did not choose to answer that
    question.
    
    Jim Williams made a motion to go to executive session.  Mark
    Steinkrauss ruled this out of order.
    
    Dave Garrod called a point of information on amendments to the
    questions, and read part or all of Article V Section 2 of the Bylaws.
    
    Dirk Lust moved to overrule the chairman's decision on amendments.
    This was ruled out of order (I think).
    
    Dirk Lust moved the previous question.  Someone else called a point of
    order and asked for a vote on the appeal.  Mark Steinkrauss replied
    that there was no appeal.  A motion to appeal his decision on
    amendments was made.  Someone called a point of order:  an appeal is
    not debatable.  Frank Gouley stated that after 10 years as moderator of
    a Massachusetts town meeting, he was sure that an appeal was debatable.
    He commented that he was very careful with amendments -- that it was
    important that they be in writing, and that if an amendment changes the
    integrity of the motion, his duty is to those not present and therefore
    not notified of the change.  He felt that the chairman should not
    accept such amendments.
    
    Mike Martin called two points of order:  (1) The previous question had
    been called, and (2) it was unclear whether a vote could be taken,
    since the Board should have an opportunity to speak, according to the
    Bylaws.
    
    Mark Steinkrauss stated that he agreed that the previous question had
    been moved and seconded, and was ready to take a vote on whether to end
    debate.
    
    Someone called a point of order:  The chairman was violating the Bylaws
    in allowing a motion of previous question.  Mark Steinkrauss stated
    that a vote on terminating debate had to be taken.
    
    Dirk Lust withdrew his motion of the previous question.  Mark
    Steinkrauss consulted with the parliamentarian, then decided to allow
    the withdrawal.  He then restated the question on the floor:  an appeal
    of the chair's decision that an amendment of question 2 (to allow the
    board to continue to serve until a new board was elected) was out of
    order.
    
    Steve Boylan called a point of information:  "I'm lost!"  Mark
    Steinkrauss clarified.
    
    Bruce McCulley asked if the appeal was on just one amendment or on the
    question of whether any amendments were in order.  Mark Steinkrauss
    replied that the appeal was of his ruling on the specific amendment.
    
    Jim Williams stated that he understood Mark Steinkrauss's rational on
    amendments, since allowing them would make the actions of the meeting
    legally hazy.
    
    Frank Gouley moved the previous question.  Dave Garrod withdrew the
    appeal.  Frank Gouley withdrew his motion of the previous question.
    
    Bruce McCulley asked, since Board members must be given an opportunity
    to speak, whether their asking to be recognized during debate would
    constitute that opportunity.  Mark Steinkrauss answered yes.
    
    Beverly Chase asked that the parliamentarian or a facilitator take the
    chair instead.  Mark Steinkrauss stated that it had already been
    determined that he would chair the meeting.  He commented that debate
    was going around and around on the same issue, and asked for debate on
    the question instead.
    
    Someone moved an appeal of the chair's decision on whether Mark
    Steinkrauss should chair the meeting.  Mark Steinkrauss stated that
    under Robert's Rules of Order, the vice-chairman would replace him.
    
    Someone yelled out "How about Chuck Cockburn?"
    
    Ian Gunn introduced himself, and said, "I've been at Digital forever,"
    to laughter.  He stated that the point of removing the chair was
    irrelevant, and that a lot of people were there to hear the Board rebut
    the statements in the green handout that had been given out at the
    door.
    
    The previous question was moved and seconded (on the appeal).  The vote
    to end debate passed.
    
    Dan Stuart raised a point of inquiry:  If a vote was taken on question
    2, would it be legal because the Board had had the opportunity to ask
    to be recognized?  He was ruled out of order, since debate had been
    ended.
    
    The vote on the appeal was to uphold the chair's decision to continue
    in the chair.
    
    Jim Krieger asked why the Board had not been forthcoming with
    information.  Abbot Weiss read a long prepared statement referring to
    NCUA investigations.
    
    Phil Gransewicz stated that Mr. Weiss was a board member, and asked if
    his comments were his personal statement or part of the debate.  Mark
    Steinkrauss replied, part of the debate.  Dave Atkinson asked that the
    chair please make sure that Board members had a chance to speak before
    accepting a motion of previous question.  Mark Steinkrauss said, thank
    you.
    
    Gregory Moody moved that each Board member be called on to speak or
    decline to do so.  This was seconded.  Mark Steinkrauss  ruled it out
    of order.  He asked Abbot Weiss if he spoke on behalf of the entire
    board, and Mr. Weiss replied, yes.
    
    Brian McCarthy stated that Mr. Moody had moved to suspend procedures so
    the Board members could speak.  Mark Steinkrauss stated that Mr. Weiss
    had spoken on behalf of the entire board.  Brian McCarthy asked if the
    other Board members agreed.  Mark Steinkrauss stated that since none of
    them had objected, Mr. Weiss had spoken on behalf of the entire board.
    Gregory Moody asked that the record reflect that, and Mark Steinkrauss 
    agreed that it would.
    
    Chuck Cockburn spoke for just over 5 minutes (despite points of order
    attempting to limit him to the required 5 minutes).  He stated that
    removing the board was completely uncalled for, and that the board was
    only guilty of trusting Mr. Mangone.
    
    Jack Rugheimer (I think) moved the previous question, and it was
    seconded.  The vote to end debate passed.  A motion for a standing vote
    was made, but withdrawn.  A motion for a secret ballot was made, and
    seconded (amid loud boos) but withdrawn.  A show-of-hands vote was
    taken, but Mark Steinkrauss declared that the chair was unable to
    determine the outcome.  A headcount was done, by sections, with two
    tellers polling each row individually.  With 1309 present, the vote on
    question 2 was 540 yes, 651 no.  597 votes would have been needed to
    pass the question.
    
    A motion to adjourn was made and seconded.  Jack Hutchinson asked that
    some method allow the minority to verify the results -- perhaps handing
    in blue cards in two piles as people left.  He was booed loudly.
    Mark Steinkrauss stated that "the teller work for you."  The motion to
    collect blue cards was then seconded.
    
    A point of order was raised:  the meeting could not adjourn without
    considering question 3.  Mark Steinkrauss replied that the third
    question was moot, considering the vote on question 2.  Fred Gouley
    challenged this, and Mark Steinkrauss replied that everyone wanted to
    finish up quickly.
    
    A point of information was raised:  what did Article VI of the Bylaws
    say.  Mark Steinkrauss said that it was quite lengthy and dealt with
    the method of holding elections.
    
    Brian McCarthy raised a point of order.  He stated that the meeting had
    superseded Robert's Rules of Order several times in order to abide by
    the Bylaws, and now the chair was proposing to supersede the bylaws in
    order to abide by Robert's Rules.  He stated that a vote must be taken
    on question 3.
    
    The vote to adjourn failed.  The previous question was moved, seconded,
    and passed.  Then question 3 was passed by a 2/3 vote on a show-of-hands.
    
    A motion to adjourn was made, seconded, and passed unanimously.
    

    From these notes, sounds like many of the DCU employees
    voted in favor of rescinding the fees and for having all of
    the current board members stand for reelection?
    bob

Yes!

Things not covered by other reports:

- A reporter from the Cape Cod Times was there.  She did not go into the
meeting but obviously could hear most of what was said at the microphone.
She was amazed at the question 3 result considering the question 2 vote.
[Like many of us.]

- The vote counters did not count abstentions.  There was a reasonable
amount of incidental movement around the room (to the potty, to get water)
during the vote counting for question 2.  It's surprising that only one
accusation of double-voting occurred.

- There was a buffet of hors d'oerves before the meeting.  I don't know
  why.

- Jack Rugheimer, the lawyer, the board member, was the one who moved that
  the meeting adjourn before question 3 was addressed.  It was obvious that
  this was prepared.  It was obvious (to me) that Mark intended to recognize
  board members whenever they felt they had something to say.  Yes, Rugheimer
  was also the one who told us how illegal all this was and was the one who
  moved the question on question 2 immediately after Cockburn's speech.

I'll save my other opinions for another note.

Karl B.

    Does anyone know if the minutes of the meeting will be published?
    
    One statement made by Mark Steinkrauss that I found extremely
    revelaing that I've not seen mentioned here was ".....was not
    the concept of participation loans that was wrong, but.....
    the deception of Magone." He stated that Magone should be punished
    not the Board. He reiterated again that the participation loans
    were good business because we had made money on them at first.
    
    Does this mean that we can look forward to more investments of this
    sort?
    
    

>    Does this mean that we can look forward to more investments of this
>    sort?

Ask Mark.  Tell him you'll be publishing his answer.

While you're at it, ask him if we'll be taking 90% participation is some
other CU's risky loans.

K.

    The membership won last night.  We are getting a say in how the credit
    union will be run.  
    
    Question 1 was already moot, and was misworded to begin with.  Why, in
    the name of heaven, didn't you ask for the return of *all* fees to
    the prior structure?  Someone wasn't thinking.
    
    Question 2 was debated:  It just didn't turn into a Congressional
    hearing.  Nothing new was going to come out of it.  A few people in the
    audience - who harped on every little nitpick - would have kept this
    thing going all night.  Thanks to the sensible person who recognized
    this and called the question to a vote.
    
    Question 3:  The people will be heard now.  All of them.  Instead of
    500 people deciding whether or not to remove the board, the entire
    membership will be given the opportunity (assuming they choose to run
    again).
    
    Re: the vote counters:  Stop looking for a conspiracy under every rock.
    If Question 2 would have gone the other way, would you be making the
    same accusations?  If not, then shut up.
    
    All things considered, the right things happened.  I am saddened that it
    had to happen this way.  Last night was the culmination of a "trial by
    VAXnotes" in front of a jury of 1300.  Mr. Cockburn understands the fee
    structure sucks bilgewater and is trying to fix it - that would have
    happened without a "special meeting" - he listens to his customers
    (members).  The rest of this was a travesty.  If ever there was a
    reason to shut down non-business-related NOTES conferences, this is it.

    RE: .37
    Stopping the free flow of information, in a company that that prides
    itself on the value of information and structures its business on the
    processing of information, doesn't make sense.
    
    The vote was plainly a no confidence vote in the BoD.
    The second question deserved to lose based on Mr. Cockburns
    reasoning.  The third question can be interpreted no other
    way.
    
    "A call for new elections within ninety (90) days of the Special
    Meeting to fill all Board of Directors positions, under Article VI
    of the DCU Bylaws."
    
    Article VI however remains to be interpreted.
    
    I do question the validity of the count on question 2.  As anyone
    who witnessed the chaos in the section to our left side of the hall
    can attest. However I am pleased with the overall out come.
    
    cbc

Re: .37

   Question 2  really  wasn't  debated  in my book.  There were a couple of
   prepared  statements and a few comments by the opposition, but there was
   *no*  opportunity  to  ask  the  kinds of questions that have been asked
   before  that have gotten no response by the board.  The BoD continues to
   be able to not respond to the interesting questions.

>> Nothing new was going to come out of it.  

   I absolutely  disagree.   We were in a forum in which a member could ask
   an interesting question, such as the data about loans going bad in 1990,
   etc.,  when  they  claim  they had no indication until March or April of
   '91.   Let  them respond to that.  I didn't see any statement by the BoD
   that  wasn't  thoroughly  prepared.   I  think  it  would have been very
   instructive  to  hear  their  answer  on something for which they hadn't
   previously prepared.

   Perhaps this belongs in another topic, but I remember you asserting that
   the  BoDs  were  very  reasonable  if  you ask them things reasonably or
   something  like  that.  I believe that to be inaccurate.  I believe that
   if   you  ask  them  certain  questions  you  will  probably  find  them
   cooperative.  I also suspect that if you ask them the "wrong" questions,
   they  will  be considerably less cooperative.

   Could you  let us know the questions you asked from which you determined
   that  they  were  very  responsive? And perhaps you can take some (to my
   mind)  more  interesting  questions, ask the BoD, and see how responsive
   they  are  to those questions?  If they are responsive, let us know, I'm
   sure  there  are lots of people interested in their answers that to date
   have not been forthcoming.

.26>                                           Someone asked here (or was it
.26>  for motion 2?) for Jim Rice to state an opinion on the legality, since
.26>  he worked for all of us.  Mark said that Jim hadn't come prepared to
.26>  speak to the legality of the motion.


I remember Mark Steinkrauss's actual statement as being to the effect
that Mr. Rice was not prepared to rule on the legality of the motion
"tonight".

I am certain he used the word "tonight" -- it gave me a chill when he said it.

    Ok, my impression of what went on:
    
    Most of what was said by the BoD was prepared, sounded
    vaguely familiar and was, by and large, bogus.  If the
    removal of 8-10 volunteers who meet once a month to set the
    "philisophical direction" of the credit union can bring the
    institution to its knees, my money should really be somewhere
    else.  
    
    Question 2 should have been secret ballot.  The vote was a
    mess.  Having DCU employees tally the votes was insane.  They
    should have insured enough impartial non-voting personnel
    present to conduct a fair tally.  The debate was closed far
    too early.  No one who opposed the BoD really got a chance to
    speak.  There were, IMO, far too many copies of Robert's Rules
    of Order in the room :-).  The objections were well intentioned,
    but only served to confuse things.  The understatement of the year
    had to be Mark Steinkrauss (sp?) saying he was not skilled in 
    parlimentary process.  If, as I was told by the chair,
    the "DCU employees work for me", as a boss I was not impressed
    by their attitude.
    
    Question 3 is a mandate.  Let's see what they do.  If they
    don't call an election to let the membership decide, my
    business will go elsewhere.  
    
    Mary-Michael Cochrane  
    
    

>(Where's the Robert's Rules notesfile?)
    
    	COMET::RONR  - The DCU meeting is being discussed there BTW.
    
    			Alfred

    
    
    I have to agree with an earlier note that stated they had changed their
    minds on voting due to the proceedings...  I think Mark played his
    cards quite well...  You figure the worse off the 'small group of
    dissadents (sp?)' looked, the better off he was..  Everyone who was
    there has to admit there were only 10-20 people who kept on insisting 
    the same things (Mark not chair, amendments, etc...)  He played those
    people quite well...  Nothing gets a large crowd more upset about
    staying longer than a few people trying to 'point of order' everything.
    (It certainly swayed me.)
    
    As for question 2, if you read the card again:
    
    
    	"2. A removal of all DCU Directors, under Article XIX, Section 3 
    		of the DCU Bylaws"
    
    It could be taken *two* ways... One the way we voted (all) because
    that's what the 'committee' had specified..  By grouping all directors
    into one large group...
    
    	OR
    
    By actually using the bylaw to have each member speak and vote on
    their dismissal..  I can't remember the exact wording, but if I
    remember correctly the bylaw stated each director has a chance to
    speak.
    
    It really all depends on interpretation... Again, Mark used the
    interpretation that suited him best...  For this point, I think 
    it was a screwup not to interpret the bylaws as they are written
    
    
    The fact that the board members were recognized more frequently by
    Mark is due to the fact of where he was looking most of the time.
    I don't think he ever looked my way, because I was sitting next to 
    someone who had his card raised a long time, before actually making 
    his way to the microphone and getting within Mark's limited (at
    best) vision.  
    
    I don't agree with the way Mark handled everything, but if you take
    the emotion away, he didn't do all *that* bad...
    
    
    As for having the DCU Employees do the counting... Yeah, so what they
    are members after all... Just because mostly all of them showed up is
    no surprise.  Remember they DO NOT have access to NOTES and there only
    source of information is from their management.. Just like we don't
    have access to their management, they don't have access to us...
    This is also their JOB and if your JOB could be in jeapordy wouldn't
    you show up???
    
    
    In all, the more important vote was close, and hopefully it will send
    the 'right' message...  Point 1 is really moot because what controls
    are in place from stopping the board to reinstated all rescinded fees?
    NOTHING...  They made the fees without our consent once, they can do
    it again.
    
    
    John
    

    A couple more items of interest:

    Did you know that between 20-30 people showed up AFTER 8:30 and were
    not allowed to register and vote?  I did not know this until a friend
    of mine mentioned it.  He said that he tried to get in, but was not
    allowed.  At the time 20-30 were in the same boat as he, he then left.
    He figured that there were other people who came and left after being
    told they would not be allowed to enter.  This 20-30 could be higher.

    I felt sorry for Mark S.  He really had no idea what Roberts Rules were
    and continually asked for help.  This caused great confusion.  A
    moderator who knew what they were doing would have made this meeting
    enjoyable to be at.  It reminded me of when DEC tries to sell into an
    IBM account - we loose on all sides and leave with our tails between our
    legs.

    The lack of DCU not having material ready for a secret vote is shameful
    and really bothers me.  DCU management/BOD made this decision...

    I was mildly pleased with the outcome.  Anyone have $130 so we can get
    information from OUR credit union?

    	- mark

    
    First it was not Jack Rugheimer who made the initial motion
    to adjourn.  It was the person who said he's been a town
    moderator in Mass. for the last 10 years.
    
    Re: .37
    
    I just have to respond to this one:
    
    >Re: the vote counters:  Stop looking for a conspiracy under every rock.
    >If Question 2 would have gone the other way, would you be making the
    >same accusations?  If not, then shut up.
    
    YES!!!  I objected to the process as soon as it was clear that it
    would be DCU employees doing the vote counting, but as with all else,
    Mr. Steinkrauss was ready to handle all objections.  No one actually
    knows whether any conspiracy was carried out, but when after the vote
    count was completed, from my vantage point in the second row nearly
    in front of the podium, I was appalled to see that the very same
    people who were to make an impartial count voted en masse against
    the recall of the BoD.  Whatever the result, valid or otherwise,
    the process was totally compromised and even the pro-BoD side
    themselves will never know for sure.  How can you not see the
    problem with that.
    
    I'll concede your other points.  Whatever the result we all get to
    vote 90 days from now and I'm satisfied with that.
    
    Steve
    

I was only able to attend through the vote on the second question.  I did come
away with a few impressions:

One was that both sides of the debate were excessively rude, but the BoD was
the only side with a cheering section.  Given the outcome of the second question
I (incorrectly) assumed that about half the people there were for the BoD.
Therefore, comparing responses to statements, there was a disproportionately
louder response to anything the BoD said.  Cheering, whistling, shouts of
encouragement, etc.

I was sitting in the rear of the left side of the hall.  A very large segment
of those sitting in front of me were obviously (to my prejudiced eyes) DCU
employees.  From the way they were acting and talking, I got the distinct 
impression that they'd been told that removal of the BoD would mean their
layoffs within days, and that they believed it.  They were acting very much
like someone threatened with the loss of their jobs.

To address the person questioning the vote tally for the left side of the
room:  From where I sat, it was pretty clear to me that the majority on that
side were in favor of keeping the BoD on question 2.  This is simply by 
judging the density of blue cards during the Pro and Con tallies.  Yes, the
counting was disorganized (screwed up), but they did take multiple passes on
many rows.  By the time they did the last pass, I was personally confident with
their counts.

Another reaction I had was that a lot of the procedural wrangling on the part
of the anti-BoD contingent worked very much in favor of the BoD.  There were
many voices I heard anticipating some real debate on the issues against the
BoD, and instead all we got was technical wrangling.  Now, I fully understand
the point behind a lot of it, but I think on this one, we (I include myself in
the anti-BoD) really hurt ourselves.

I thought it very hypocritical that they tell us not to talk for more than five
minutes, yet one BoD member talks for seven, and Chuck C went about six.  It
also felt (to me) like a slam-dunk that the debate was shut down immediately
after Chuck's prepared speech.

I don't like scare tactics:  Chuck told us how the BoD work on their own time,
are volunteers, and don't have that much control over things, then went on to
tell us that the place would fold in a minute if we dumped them.  Unfortunately,
statements like this seem to work.

I was personally quite surprised to hear the outcome of question #3 today.
Pleasantly, even, even though I don't expect that the board will get unseated.

As much as I was irritated at how some of the people I assumed to be DCU
employees acted at this meeting, I guess I have to consider how they must have
felt, given that they've probably been told that they'd get laid off if things
went wrong.

My opinion on this is that the meeting went the way it did because that's what
the will of the people there was.  Given my initial discomfort with 1400 having
the potential ability to dump the BoD (even though I happened to want that
outcome), I do have to feel much more comfortable at the notion that the whole
membership will have a vote on this.  I doubt that this vote will change the
occupant of a single seat, but it at least has a much more rational feel to it.

In the meantime, we've had our meeting, and we've got the mandate from the
meeting.  Let's just try to see what we can make of it.

 Digital Equipment Corporation Philosophy             Effective: 01-DEC-90  
                                                      Section: 1.03         

  First Rule

 When dealing with a customer, a supplier, or an employee, do what
 is "right" to do in each situation.



	It would have been "right" for each DCU member to have come
	to the special meeting with some semblance of an open mind,
	to hear both sides of the issues, and to have voted after
	having considered what each side had to say.

	It would have been "right" for the chairman to step
	down at the first suggestion of a conflict of interest.

	It would have "right" for the meeting to have been conducted
	in an atmosphere of sufficient trust that there would be no worry 
	that the will of the participants would be subverted by parliamentary
	wrangling.

	It would have been "right" for balloting to have been done in 
	a secret, independent manner, with equal participation from
	partisans on both sides.

	It would have been "right" for both sides to be allowed to present
	their sides in an equitable fashion.

	It would have been "right" for every person who wanted to be heard
	to be afforded the opportunity to do so.

	It would have been "right" for real communication to have taken
	place, for a real exchange of information.
	
	Consider the extent to which various participants in 
	the DCU special meeting of November 12 applied the "first rule".

	I believe the answer speaks volumes about each person who did, or did 
	not apply the first rule to the best of their ability.

						Tom_K

    re: .43's mention of the 10-20 people making point-of-order and
    constantly addressing the chair:
    
    Note that this activity clearly cost you two votes on question two: 
    There was a couple sitting in front of me (remember, Bill and Frank?)
    that, from listening to their conversation, were going to vote YES.
    As the night dragged on, and she struggled to keep here eyes open, I
    heard her say on more than one occasion "this is enough, get on with it
    (or to that effect)".  By the time the counted vote was done, they
    both voted against the resolution.
    
    On the issue of leaving the ballots in a box on the way out:  This
    certainly couldn't have been a binding decision.  That's two separate
    "votes" on the same topic.  Which would you have honored?  Knowing
    this, I wouldn't have left my blue paper in either box.  I'm not
    particularly pleased with the way it was handled, but neither do I
    believe that the counters "threw it".
    
    Another observation:  Alot of the people on the right hand side of the
    auditorium didn't look like engineers (real engineers wear Bloom County
    t-shirts).  Again, I heard alot of them saying they hadn't read
    anything in the NOTES conference - many have no access or in fact don't
    read NOTES at all.
    
    This is mostly over, and I have no reason that there won't be elections
    scheduled "real soon now".  Personally, I think February is too soon.
    
    When can we turn this conference into constructive rebuilding instead
    of creative destruction?  The ivory tower is broken.  There isn't much
    more to be gained by pulverizing it now that it is on the ground.  This
    has gotten to the point of spending 90% of the effort for an additional
    10% gain.
    
    I really hope that those of you who have put so much effort into things
    up to this point continue to do so afterwards.  I don't feel that level
    of commitment happening yet.

.30>    I don't agree with the suggestions that everyone wanted to just vote
.30>    and go home.  I think that for about the first hour, people wanted to
.30>    hear relevant facts and opinions.  However, a small group of
.30>    obstructionist radicals (mostly from the anti-BoD camp) kept raising
.30>    frivolous points of order and inquiry, creating confusion which led to
.30>    more points of inquiry.  
    
    You mean like Mr. Rugheimer, DCU Director?  He was among the first to
    speak to both item 1 and item 2.  In both cases he very carefully
    ensured that the record of the meeting included a challenge to the
    legality of the item.  Maybe I'm paranoid, but I suspected he was
    laying the groundwork for appealing to a court to invalidate any action
    on those items, if necessary.
    
    I'm afraid I do not regard such picayune details as "frivolous".  
    So I was among those who raised a point of inquiry, specifically
    questioning the chair to ensure that the same minutes that recorded 
    Mr. Rugheimer's concern that directors have the opportunity to speak on
    their behalf also included evidence that they had the chance to
    participate in dicussion and debate on the issue.
    
    Maybe it was wrong to try to make sure there were no loose ends.  On
    the other hand, would it be wrong to assume the folks on the other side
    are not playing hardball?  Based on their track record....
    
.30>    Question 3 being passed was classic.  ...  Even if they now
.30>    declare the vote invalid on some technicality, the point has been made.
    
    I disagree.  If they invalidate the vote on a technicality the point
    was missed.
    
    In that case the calling of another special meeting would seem
    appropriate reinforcement of the point.  Or appeal to a higher
    authority, whichever seems most expedient.
    
.48>    re: .43's mention of the 10-20 people making point-of-order and
.48>    constantly addressing the chair:
.48>    
.48>    Note that this activity clearly cost you two votes on question two: 
    
    Also note that not doing it might have left an open door for court
    action to set aside the vote regardless of those two and all others. 
    Rugheimer et al started the game, the error was not in playing it but
    rather in not playing it well (quickly, on only key points).
    
.48>    When can we turn this conference into constructive rebuilding instead
.48>    of creative destruction?  
    
    When we start discussing the upcoming election voted last night.
    
    The timing for that is in the hands of the BoD.  So pose the above
    question to them.

    I have nothing more to say about the meeting except that the manner in
    which it was run was yet another insult to my intelligence.
    
    The other two serious insults we have felt is the infamous "Choices"
    brochure and the "Information Control Policy".
    
    In the words of a former co-worker, "They don't exhibit learning".
    
    This is the *Digital Employee's* Credit Union, whose members are
    some of the brightest folks around.  We are being treated like
    imbeciles, and I don't have to put up with this.
    
    I am giving the Board one more opportunity to "exhibit learning":
    I will vote intelligently at the Special Election, and there are
    some present Board members for whom I definitely will not vote.
                           --tom

Re: .48

>   Again, I heard alot of them saying they hadn't read
>   anything in the NOTES conference - many have no access or in fact don't
>   read NOTES at all.

   I agree,  all  the  members  should be able to find out what's going on.
   We'd  *love*  to  let them know *both* sides.  I think we can agree that
   they  already  have  seen  lots of stuff about the BoD side.  How do you
   suggest  we  get  the  word out to them about the other side? We've been
   trying for months.

   If both  sides  had  been heard fairly at the meeting and we had lost, I
   would not have been overjoyed, but I would have felt OK about it because
   the  process  was  clean.  That's the whole point of democracy.  I don't
   feel the meeting process was clean by any stretch of the imagination.

>    When can we turn this conference into constructive rebuilding instead
>    of creative destruction?  The ivory tower is broken. 

   The constructive  rebuilding comes with the new election.  The ball's in
   their court to cause a level playing field for the election.  Given what
   I've seen, I have my doubts, but I'm willing to be proven wrong.  And if
   I'm  wrong, I will work to rebuild.  However, one of the prime pieces of
   information to help decide for whom to vote is when the BoD really found
   out  about  what was going on.  They claim they had no indication (until
   March/April  '91).   There  are  indications  they  did know or at least
   should  have  known.   We  don't  have independant corroborating data to
   prove  one  way or the other their assertion.  I will continue to pursue
   until  we  find data to prove or disprove their assertion.  I reject the
   assertion  that  the  above  committment  to pursue constitutes creative
   destruction.   A house built on a rotten foundation is useless.  We need
   to find out about the foundation.

>    I really hope that those of you who have put so much effort into things
>    up to this point continue to do so afterwards.  I don't feel that level
>    of commitment happening yet.

   I intend to continue my efforts in a positive direction also, as do many
   other  folks.   I  think  that  level  of  committment  continues  to be
   demonstrated  by  those  involved.  However, in addition to building for
   the  future  (I think we can both agree that the future is important), I
   *strongly* feel that we cannot ignore the past. 

   I put  up  $142.   of  *my  personal  money* as direct expenses (I'm not
   talking  car  mileage  or  anything like that either) in this effort.  I
   know of others who put up more.  If you know how cheap I am, that should
   demonstrate beyond a shadow of a doubt *my* level of committment.  8*)

    
    
    Re: .50
    
    > This is the *Digital Employee's* Credit Union ...
    
    
    No it isn't.  It is also the DCU employees credit union.  We
    found that out in spades.
    
    Steve
    

    Well, I guess it's time for me to cast in my $.02 (DCU interest
    payment)
    
    I believe that the meeting was like worst town meeting I have ever
    seen. If any of you have been to a town meeting where a contentious
    issue is being debated, you know that legions of idiots emerge from the
    woodwork, and confound any attempts at meaningful debate, by disrupting
    the proceedings.
    
    We, the members of the DCU, were clothslined by a few of our own
    members who saw it fit to gum up the proceedings with frivolous
    motions. Mind you, many of the motions from the floor were quite
    useful. Dave Garrod's points of information, which clarified the
    bylaws were excepetionally well stated.
    
    The net effect of the chaos created by the few who just didn't know
    when to be quiet, was to stifle debate. A number of persons who wished
    to present for debate such topics as:
    
    1) Why did the board feel compelled to lie/conceal the participation
       loans originally?
    
    This question was never asked. Mark, Abbot and Bruce were all given the
    opportunity to rebut a question that was never posed by the members.
    The board must think that this was not important to us, since neno of
    the speakers addressed this issue. 
    
    2) Susan Shapiro's warped definition of good performance.
    
    Here's another biggie that went undiscussed. The board must now think
    that they have the mandate to continue to sign off on treasurer reports
    that characterize any loss as good performance, since those present at
    the special meeting made no effort to address this problem.
    
    The list goes on. What I hope to convey is that while this small bunch
    of wanna-be parlimentarians thought they were being clever, they were
    actually acting on behalf of the board. Their stall tactics allowed
    question 2 to be called before any significant debate had taken place.
    Note, however, that Abbot Weiss, and Chuck Cockburn had their five
    minutes (and them some) to address the board's side. It's a shame that
    more of the opposition didn't have the occasion to speak. The sad part
    is that the reason is that our own forces pulled the rug out from under
    us.
    
    Wouldn't it have been great if the wonderful remarks similar to that of
    the gentleman from Europe, who's name escapes me, made in support of the
    first agenda item, could have been presented in the debate on the
    second item. The second question could have used a thoughtful
    discussion of the issues. Instead, we got the type of chaos normally
    ascribed to college student government meetings. A shame indeed.
    
    Those who wrecked debate on qeustion 2 know who they are. Perhaps, more
    trtagically, they don't. Those close to them certainly are. It is my
    hope that they will learn, or that their assicoates will educate them,
    that the way to present an opposing view in a meeting is to foster
    debate, not squelch it.
    
    dp

    Re: .-1
    
    From what I have heard, the clever parliamentarians did nobody any
    good, and .-1 is correct on that point.  His note would have been more
    complete if he had also pointed out Mr. Steinkrauss's multiple
    contributions to the affair.

  I don't know why everyone says the counting was a sham...just because I
PERSONALLY observed one of the counters on the far left group changing the
question every 3rd or 4th row.  She went from asking 'do you favor keeping
the board' to 'raise your card if you want to get rid of the board' in the
span of 2 rows!  Meanwhile you had another counter at the other end of the
row just writing down counts.  That is when they had to go back and recount
part of that section and one guy had gotten up (mens room run according to
him) and was now standing in the back.  He saw the recount of his section
and thought the ENTIRE section was recounted...they skipped the first 10 rows
or so on the recount.  So when he voted the people up front started yelling
and screaming and swearing at him. 


  I certainly hope the bod can run a credit union better than they can run
a meeting....IMO - they do both at the same competency level.

    RE: .26  by RGB::SEILER 
    
    >Mark announced that since motion 2 failed, motion 3 was moot.  The
    >crowd, which had gotten noticably restive during the vote counting,
    >shouted NO!  
             ^^^
    
    That's not what I heard.  Loud and repeated chants of <bovine_scatology>
    more accurately reflect the "restive" mood.
    

    re:.56
       From where I sat, I only heard thet word shouted once, by one
    person. hardly a 'chant'.
                                 Denny

	From where I sat, it appeared to come from a half dozen rows behind me.
	A few people repeated it, but I would not characterize it as
	a "chant".

					Tom_K

    
    Personally, I thought chairs were about to start arriving on the podium. 
    Guess our impartial chair thought the train had already left the 
    station...  8-)
    

re.56:

Yes indeed, the "bovine statement" was heard in the meeting.  The time when
I heard it was after Mark said that he had acted impartially.  And this
from someone who told me during the meeting that we shouldn't object to
Mark's chairmanship unless he pulled something really raw.


re a while ago:

Somebody asked if the vote totals meant that DCU employees had voted
against the Board.  I don't think they did so in any large numbers.
None of the blocks of DCU employees that I indentified voted against 
2 or 3.  There may have been some votes against on #1, although a friend 
who sat on the left side told me that he was behind three solid rows of
people who were apparently DCU employees, who voted as a block against all
three.  I'm sure most of them were voting as they thought best, given the
information available to them.  However, I couldn't help but notice that
having the vote on #2 counted by DCU employees meant that *no* DCU
empolyee could have voted against #2, anywhere in the room, without that
fact being noted by other DCU employees (in small companies, most everyone
knows most everyone else).  The Board could easily have arranged for a 
secret ballot that could have been counted more quickly than the method 
they chose, and which would have ended such doubts.  Nonetheless, as I've 
said elsewhere, I accept the result of that vote.


re "trial by vaxnotes":

I think the only thing that can be usefully said on the subject is that
every single DCU member gets to hear the Board's side on everything
through communication channels the Board controls.  A *much* smaller
group gets to hear the con side through this file and through email.
Some, such as the DCU employees, have little if any hope of *ever*
hearing any other side to the story than the one the Board controls.

However, anyone who reads everything in the file gets to see essentially
*everything* the Board says for itself, since many fair-minded people
copy their comments into this forum -- myself included.  I would find
comments about "trial by VAxnotes" more credible if the Board's views
were not represented here, or if the Board ever mentioned the views
of those opposed to their actions and policies.  Far from doing that,
I've yet to hear a Board member even mention their opposition without
comprehensively misrepresenting what the opposition is all about!

All I want is for people to hear *all* the facts and viewpoints.  If
they do, I believe they are smart enough to decide what is in their
best interest.  Those who read this file see *far* more against the
Board than in favor of it, but they *do* see both sides of the question.
Those who see only what the Board has to say don't.  

	Enjoy,
	Larry

The next-day press release from DCU included this:

        The Board and the membership agreed unanimously on rescinding
        the proposed checking account charges.

Say again??

The actual vote was FAR from unanimous.  At a minimum, the DCU-employee "bloc"
cast nay votes.  (Does DCU consider employees to be non-members for purposes
of press releases?)  Anyone who was there saw substantial numbers of blue
cards raised in opposition to the first agenda item.  It's probably not
politically correct to question the sincerity of DCU officials' communications
at this point, now that the Special Meeting has shown them to be on the side
of the stockholders after all.  There's the possibility of being branded a
"dissident" or a witchunter.

But what are we to make of "unanimously"?  That's a 100% word, not subject
to being almost true.  The press release intends insinuation to those not at
the meeting that the Board also agreed with the spirit of the motion:  that
the rescission whould be made permanent, although the official position
presumably remains that the fees are only being "reconsidered".  There's also
the insinuation that the Board were open-minded about the issue from the
beginning -- "proposed".  ("Announced"!  -- remember "Choices"?)  

"Unanimously"?  The only accurate analysis:
A lie.

Similarly, what are to make of "the Board welcomes the opportunity to allow
DCU's entire 88,000 members to elect a Board of Directors" ?

If this had been true, the Board could have accomplished it at the stroke of
a pen weeks ago, and avoided the Special Meeting altogether.

Perhaps it IS true now.  The Board slept on the implications of the Special
Meeting by the time the press release was published.  But at the time the
opportunity was granted it had NOT been true.  Mark Steinkrauss tried VERY
hard to adjourn the meeting early to avoid the vote which called new
elections.

I'm glad to hear that the elections are supposed to be going forward.  And it
would indeed be a foolish politician or Board member who didn't try to put the
best face forward in a bad situation.  So does the press release signal a new
era?  Shall we begin to trust?  Maybe.  But we'd better continue to verify.
And prepare.

    RE: .56 & .61

    I must admit that more than once during the meeting, in response to a
    few calls of <bovine_scatology> from the rows behind us, it was tempting
    to try to turn it into a more widespread chant. Of course, that would
    hardly have been productive, but it would have been interesting to have
    seen the reaction of the audience had the meeting been adjourned without
    voting on the motion for new elections. In such a case, I suspect that
    verbal epithets would have been the least of our problems.

.62>    ...it would have been interesting to have
.62>    seen the reaction of the audience had the meeting been adjourned without
.62>    voting on the motion for new elections. In such a case, I suspect that
.62>    verbal epithets would have been the least of our problems.
    
    I had wondered myself what the implications of adjourning without
    considering agenda item #3 might have been.  My best guess was that it
    would have created a serious legal cloud over the meeting, and very
    possibly could have opened the door to having to do it again.  Consider
    that there had been great emphasis on the need to strictly conform to
    the agenda all night, and the agenda specified that the Special Meeting
    was to consider three items.  If we adjourned without considering the
    third item we would not have accomplished the purposes of the entire
    agenda.  It could be argued that the third item may or may not have
    been moot but without considering it the meeting did not have the
    opportunity to decide that point.  Thus the adjournment would have
    created grounds for challenge, which I cannot see as being in the
    interest of the BoD after they had won on item #2.
    
    It's that sort of sloppiness that convinces me the preponderance of
    evidence points toward ignorance and stupidity rather than malice as
    the most likely explanation for most of the Board screwups.  Face it,
    if they were really trying to do the nastiness that has been imputed to
    them, they would not do such a clumsy job of it.

�    Another observation:  Alot of the people on the right hand side of the
�    auditorium didn't look like engineers (real engineers wear Bloom County
�    t-shirts).  
    
    Not all of us are software engineers.

    Mr. Rugheimer brings up a good point on #1.  The BoD is elected to make
    decisions such as those to implement fees.  Also, #1 as written was
    actually moot well before the meeting was held.

�However, one of the prime pieces of
�   information to help decide for whom to vote is when the BoD really found
�   out  about  what was going on.  They claim they had no indication (until
�   March/April  '91).   There  are  indications  they  did know or at least
�   should  have  known.   
    
    Just because a loan stopped performing, doesn't neccessarily mean it
    was procured in a fradulent manner.  There have been many instances of
    builders going under due to very real business reasons.

�Some, such as the DCU employees, have little if any hope of *ever*
�hearing any other side to the story than the one the Board controls.
    
    Yes, but they may have more access to the actual facts and data than
    anyone in here.  All we have are portions of financial statements given
    in court documents and summaries of financial statements.

>	Also, #1 as written was actually moot well before the meeting was held.

	Not so. #1 remove *all* the checking fee changes. Prior to the
	meeting, the DCU had rescinded only the monthly fees.


					Tom_K

�    I had wondered myself what the implications of adjourning without
�    considering agenda item #3 might have been.  My best guess was that it
�    would have created a serious legal cloud over the meeting, and very
�    possibly could have opened the door to having to do it again.  
    
    Since the membership had the final say as to adjournment, I don't think
    there would be any loopholes here to invalidate the meeting.  Voting
    for an adjournament at that point would be the same as voting against
    #3.

             <<< Note 364.65 by CNTROL::MACNEAL "ruck `n' roll" >>>

.65>   Mr. Rugheimer brings up a good point on #1.  The BoD is elected to make
.65>   decisions such as those to implement fees.  Also, #1 as written was
.65>   actually moot well before the meeting was held.

Terrible logic, although I imagine you mean well.  This note concerns reports
from the meeting, and you can be forgiven if you can't believe what went on
there.  Ask anyone who WAS there;  they can't believe it either.

As to your points, the BoD makes those decisions, BUT the Board is accountable
to the membership.  It is perfectly within the stockholders' rights to give
the Board firm information from which to take their work direction.  (That's
why we're electing a new Board shortly.)

As for "#1", whether or not the question was moot well before the meeting
was the lesser of two issues.  The important thing is that "as written" was
how the BoD worded the motion.  (They changed the wording from what was
mandated by the petition.)

(You don't work for Mark Steinkrauss, by any chance? :)

    RE: .67
    
    >Yes, but they may have more access to the actual facts and data than
    >anyone in here.  All we have are portions of financial statements given
    >in court documents and summaries of financial statements.

    You know Mr. Macneal, you hit the nail on the head.  We have tried
    EXTREMELY hard to get information, that the employees have but we cannot get
    without breaking the piggy bank.  We are the owners of DCU and the
    BOD/president will not give us the information we have a right to get
    at zero cost.  If more than a few employees knew the facts, then the
    BOD is wrong with not sharing the information.

    If the BOD/president would have been more forth coming you would have
    not come to the above conclusion.

    	- mark

    >	Not so. #1 remove *all* the checking fee changes. Prior to the
    >	meeting, the DCU had rescinded only the monthly fees.
    
    Ask your local branch if ALL fees were removed.  You will find out that
    the various stop payment and other fees have NOT been rescinded,
    according to my teller!
    
    	- mark

    
    "will not be implemented at this time", "pending completion of Mr.
    Cockburn's strategic plan" is the official line.  If you have attended
    any of Mr. Cockburn's site visits, you would know that he did see
    checking account fees in our future.  Also, Mary Madden's very blunt
    message to everybody calling to register complaints indicated
    otherwise.  Time will tell to see if Mr. Cockburn believes he can 
    impose fees whether the membership wants them or not.
    
    Clearly, the membership of DCU gave a resounding NO to checking fees.
    
    Also, why do you think DCU tellers have access to anymore information
    than we do?  If that is the case then DCU had better examine their
    controls more closely.  
    
    As for having partial financial statements, that is only because the 
    Board you love so well has chosen to save the membership from the truth 
    that complete financial statements would tell.  Ignorance is bliss and
    they are trying to keep us VERY blissful.
    
    Gee, for somebody who wasn't there, you seem to think you know exactly
    what was said, done and intended by everybody there.  Do you have some
    extraordinary telepathic powers?  If so, I've got a few bucks for some
    lottery tickets...  8-)
    

�    Clearly, the membership of DCU gave a resounding NO to checking fees.
    
    Seems to me that the citizens of the state of MA have given similar
    resounding messages about taxes and look where we are.
    
�Time will tell to see if Mr. Cockburn believes he can 
�    impose fees whether the membership wants them or not.
    
    I'm sure it's more than a belief.  Isn't it the part of the president's
    and BoD's job description to set fees?  I fear the only way to
    guarantee that fees will not be imposed is for everyone to pull their
    accounts.
    
�    Also, why do you think DCU tellers have access to anymore information
�    than we do?  If that is the case then DCU had better examine their
�    controls more closely.  
    
    I didn't limit my comment to tellers.  Regardless, all DCU employees
    may have better access to information than the average DEC employee
    simply because alot of that info passes through the branch offices.
    
�    Gee, for somebody who wasn't there, you seem to think you know exactly
�    what was said, done and intended by everybody there.  Do you have some
�    extraordinary telepathic powers?  If so, I've got a few bucks for some
�    lottery tickets...  8-)
    
    I don't claim to have any more special insight into this than those who
    are digging into the BoD's action/motives.  Nowhere have I claimed that
    I know exactly what was done/said/etc. by people at the meeting.  I am
    doing the same things as members such as you are doing.  I am reading
    what is being presented, trying to draw some conclusions, and trying to
    ask some questions to get people (including myself) thinking.  The
    difference may be that I am willing to be critical (in a critiquing
    kind of way) of both sides of the issues.
    
    I will give you some advice on the lottery tickets, though.  Don't get
    advice from those who claimed the meeting would be held on Christmas
    Day at the South Pole, or that it wouldn't happen at all, or that the
    Special Election wouldn't happen.

�    Clearly, the membership of DCU gave a resounding NO to checking fees.
>    
>    Seems to me that the citizens of the state of MA have given similar
>    resounding messages about taxes and look where we are.
    
    Where we are is still working until May 8th to pay all of our tax
    burden!  Last thing we need is our credit union trying to imitate the
    government.
    
�Time will tell to see if Mr. Cockburn believes he can 
�    impose fees whether the membership wants them or not.
>    
>    I'm sure it's more than a belief.  Isn't it the part of the president's
>    and BoD's job description to set fees?  I fear the only way to
>    guarantee that fees will not be imposed is for everyone to pull their
>    accounts.
    
    I have another alternative.  It called a NEW Board with NEW Directors
    who are more in tuned with the membership at large.  
    
>    I didn't limit my comment to tellers.  Regardless, all DCU employees
>    may have better access to information than the average DEC employee
>    simply because alot of that info passes through the branch offices.
    
    The info that we are dealing with here (or asking for) has nothing to
    do with branches.  But if what you say is true then if DCU employees
    can have it, why can't we?
    
>   The difference may be that I am willing to be critical (in a critiquing
>    kind of way) of both sides of the issues.
    
    I guess we'll just agree to disagree on this one.
    
>    I will give you some advice on the lottery tickets, though.  Don't get
>    advice from those who claimed the meeting would be held on Christmas
>    Day at the South Pole, or that it wouldn't happen at all, or that the
>    Special Election wouldn't happen.

    Given the Boards actions in the past and the level of mistrust they
    inspire, I can not fault people who would consider them capable of the
    above acts.  After what I saw at the special meeting, I believe they
    will do anything they think they can get away with.  And it may or may
    not have anything to do with what is right.
    

RE previous comments about engineers:

I was sitting on the left-hand side, about 2/3 of the way back, in what seemed
to be the bastion of support for the Board.  At one point about a third of the
way through the meeting, I overheard a gentleman behind me say, "There are some
sharp people on both sides.  These engineers are not dummies."  [Not an exact
quote.]  (He was wearing a suit.  FWIW.)

Also FWIW, Bill Johnson was in the row in front of me...

								-- Nina