Conference 7.286::dcu

My greatest fear before the meeting was that we'd be "worn down" by excessive
rhetoric from the board in an effort to extend the meeting and defeat people
through tedium.

I was pleased to see that the only example of this we were subjected to was
Abbot Weiss' inane prepared statement of things we've been listenening to
for a long time which don't address the issues we'd like to hear the board
address.

-Jack

Perhaps the cost of the meeting could have been substantially reduced from the
$35,000 reported by the BoD if they hadn't bothered with the hors d'oevres
ahead of time. While a nice touch, they were rather unnecessary given the
nature of the issues at hand.

Alas, I ate some only because I knew I'd paid for them.

-Jack

    Apparently 118 people left before or did not on the second motion.
    The second motion failed by 92 votes.
    
    I wonder which way the "early leavers" had intended to vote.
    
    ed

    Re: .1:  You may have heard it, but there were alot of people there
    who, judging by the questions I heard while sitting in the audience,
    do not, had not, did not and will not read this conference.  They had
    just as much right to hear it for the first time as you had.

To me, the disappointing thing about the meeting was:

Abbott Weiss' and, to a lesser extent, Cockburn's statements.  Weiss, speaking
for the whole board, never indicated that they "get" what the fuss is all
about.  The largest chunk of his time was spent on how the board hadn't done
anything illegal or wrong in the whole Mangone affair.

For many of us, Mangone is irrelevant.  The board just doesn't get it.
Where are the auditors' notes?  WHY, oh why, did they disappear from view
at the same time as the participation loans started?  Does anyone else
think that it is the height of immoderation to participate 90%(!) in someone
else's risky loan?  

Losing money is part of the cost of doing business.  Acceptable.  The failure
to FULLY and HONESTLY communicate is not acceptable.  The board, and it
certainly seems like it's not just Mark, has gone even further than simply
not communicating.  They've now turned it into an us-vs-them issue, and 
information is one of the weapons.  

OK, I know you've heard all this before.  But I STILL don't think the Board
"hears" this.  For the life of me, I don't know why not.

It was very disappointing to see so many votes cast from personal loyalty
and from FUD.  (Not fact, mind you, just MHO).  Cockburn fostered this in
every sentence of his presentation.  Disappointing.  BTW, Cockburn was not
entitled to more than 5 minutes although if he'd asked I'm sure someone 
would've ceded their time to him.  Tsk, tsk.  Just about the only bit of
parliamentary nonsense that the board hadn't been prepared for.  Done
correctly, Cockburn could've talked for 100 minutes.  

One thing the board *might* choose to recognize now:  this is not a witchhunt
by a small group of vigilantes.  If they see this, then there's hope.  If
all they see is "we didn't get voted out so we won" then it may take another
special meeting to get their attention.  And you can be very very sure that
the next meeting petition will include provisions for alternative chairs,
amendments (although I didn't miss the hours of debate that would have
resulted if they'd been considered), impartial counters, a lawyer who's
allowed to talk, and so on.

Mark Steinkrauss, if you're reading this, please note:  we want an opportunity
to vote on ALL of the board positions WITHIN 90 DAYS.  If you didn't get
that message from the special meeting last night, then we will "waste" 
another $35,000 and we will call another meeting until you _do_ get the
message.  And you will be much much unhappier about your role in a second
special meeting.  Just hold the election.  Run for office again.  Maybe all 7
board members will maintain their seats, maybe they won't.  But if you try to
dodge the issue, be assured that the "small group of troublemakers" won't fit
in a room twice as big as the one we had last night.  

Karl B._readonly_until_now

PS Mark, were you *really* surprised at the turnout?  Gosh, maybe you don't
keep in touch with the membership very well.  I was hoping for 2,000...

    
    First 2 questions;
    
    Who will publish the meeting minutes and how will we (the DCU members)
    recieve copies?
    
    Also, why was there a lawyer present when that person was not
    allowed/not able or didn't want to speak and answer questions?
    
    I would really like answers to these two questions, offline or here in
    notes.  My DTN is 229-7960 or I can be reached at the above node.
    
    RE:. -1
    
    I agree with the previous noter, especially the vote counters who were
    not impartial, Mr. Cockburn's more than 5 minute political speech and
    Mr. Weiss's prepared statement which - did not address one *major*
    concern - why have they, the BoD, been keeping information from us?
    
    I went there last night hoping I would hear from each individual BoD
    and get their side/opinion or statement.  Unfortunatly they chose not
    to speak on their behalf.  BTW, from the information I have I don't 
    believe (IMO) they are guilty of breaking the law but I think they are
    all guilty of keeping me in the dark.  
    
                                        
    Joyce        

   One result  of  the  vote is that if the BoD does call for elections for
   all  spots  on the board, the incumbents will not have to gather the 500
   signatures but the challengers will.

   I was  also  *very*  disappointed that the board successfully maneuvered
   the  meeting  so  that  they  did  not  have  to  answer any interesting
   questions.   They  had  previously  written their script and were pretty
   much able to stick to it.

   We certainly didn't win, but we at least didn't lose.

re .4:

I'm sure many people in the audience do not read notes, and Mr. Weiss
had every right to repeat things said before -- though his claiming that
the Board is responsible for all the good things Chuck has done was new.

I'm disappointed that I and others were maneuvered into a situation where
the Board's statements were *all* that was said.  Not one person who
wanted to had a chance to stand up and point out the irrelevancy of
Chuck's and Mr.  Weiss' comments to the question of whether the Board has
screwed up enough -- and demonstrated a sufficiently bad philisophy --
so that a new Board is needed.  Partially, that was due to people being
tired of the parlimentary maneuvering (which was mostly involved with
trying to get an impartial chairman and was *not* carried on by people
whom I recognized as being big in the special meeting effort).  Partly, 
it was due to many people having come with their minds made up.  
Personally, I was being poltie and waiting to let the Board speak first.
Big mistake.

My other comments on the meeting are contained in note 364.28 (which
references my lengthy meeting summary in 364.26).  I'll only repeat
here that the many people who have demanded that we judge the Board
members indivually should now be silenced.  Despite many efforts to get
them to do so, they refused to speak for themselves, but spoke only
as a group.  Also, however justified you feel the Board is, I defy 
anyone who knows parlimentary procedure to say with a straight face that
Mark acted impartially.  

	Enjoy,
	Larry

I have not said much about this in this note file before.

The board won.  Sure,  question one passed.  But policies on fees can still
(and IMNHO should) be changed at any time.  Sure,  question three passed.
But it's moot.  No election will need be called,  other than the regular
election with 2 BOD seats,  again in MY opinion.  The reference to the Bylaws 
is the loophole in question 3.  My guess is that DCU will not say anything 
about elections for the next 90 days,  as they have 90 days to call for new 
elections.  

Legal battles might be fought over the conduct of the meeting,  over the exact
meaning of question 3,  but the DCU board can and will use DCU funds to pay
for all the high paid legal help needed to tie up the court cases until 1999.
Or whenever members tire of paying twice (once out of pocket,  once from the
credit union) for the privilege of caring.

Still mad at the board?  Then wait 90 days (I might be wrong,  and the BOD
might do the right thing) and start up a new petition with _very_ careful 
wording.


Phil

    
    First the second motion did not fail by 92 votes.  It failed
    by only 56 votes.  It was just that much short of a majority.
    Said another way the intention of the Special Meeting fell short
    of 100% success by just those 56 votes.
    
    I disagree that the board won.  Only the board's side was presented
    and coupling that with the strong and clearly partisan DCU employee
    contingent a slim 56 votes wasn't much.  If I were a BoD member
    I would certainly not be feeling "in the clear."
    
    The mandate was clear.  Rescind the fees and stand for reelection.
    
    I agree with Karl, however.  I have doubts about whether they got
    the point.
    
    I can only say that I'm looking for new elections in 90 days.  I
    will NOT vote for anyone currently on the BoD (If I had any doubts
    left before last night's, Mr. Steinkrauss and company took care of
    that).  If they don't comply, I will definitely support another
    petition drive and attend another meeting if I have to.
    
    Steve
    

	Anybody call Mary Madden today to ask what DCU's position on
Question 3 is?


						--D

    A few of my observations
    
    Quite a  few folks have never participated in a Town Meeting (or School
    Meeting) and didn't know what to expect.  What I saw last night happens
    from time to time on certain articles in my town, and was just a heated
    as when my town passed  a  new school bond issue a few years back.  The
    shenanigans played last night by members  of  the board, members of the
    audience aren't new to me.  What  is  new  to  me is MS refusal to step
    down as moderator (Chair) due to an obvious  conflict  of interest.  In
    my town (Goffstown NH, for those who wish to know), the moderator would
    willingly step down, prior to a point of order/motion being called.
    
    It was also obvious by some DCU employees that during the course of the
    meeting that they were not pleased of what was going on. What it
    
        They thought it was a watse/sham?
        They felt coerced?
        Weren't please with the results?
    
    I just don't know, but a lot didn't like what was going on.
    
    I also noticed that Ms.  O'Brien (the woman sitting to the far right of
    the main head table) at least I beleive that's who it was, she had been
    introduced as a board member,  did  a  heck  of a lot of nodding in the
    affirmative at what was being said,  most  noticeably by the oposition.
    Maybe if they follow the mandate of article  3,  and  she  finds  it in
    herself to speak her mind we may be able  to  find  an  existing  board
    member we can entrust. (or did I dream this part?)
    
    Talking to an old acquantance who left during one of the TFSO plans, if
    it  wasn't  for the spouse who is still a DEC employee,  wouldn't  know
    what the heck the issue's were based on calling DCU for information.
    
    Claude
    
    

I heard that the reason there were hors d'oevres was that in
order to get the room the DCU had to get the food.

My impression of the meeting is that there was a 'no confidence'
vote in the board.  As to why there was such a discrepancy in
the votes on question 2 and 3,  some people near me voted not to
remove the board but did vote for new elections. They felt
wholesale removal was too drastic but did want an opportunity to
make changes. 

Regardless of which side of the issue of question 2 you're on, i 
think it would be difficult to have confidence that a fair, 
accurate, verifiable count was conducted.

Mostly I'm left with the impression that the Board still has not
heard what our issues with them are.  If they did and were 
concerned about correcting it, I doubt that Mr. Steinkrauss would 
have remained as the chair.  His apparently constant conferences 
with the Parliamentarian only dragged out the meeting, not to 
mention his obvious partisanship.  Also, if the Board wanted to
redress the impression they give (to me at least) of arrogance
and disdain for the members, I would think they would have taken
great pains to ensure that the count on question 2 was fair and
irreproachable.

Article VI of the Bylaws:

Section 8 e) Ballots mailed to the tellers must be received by the tellers
no later than midnight 5 days prior to the date of the annual meeting.

IMNHO,  item three,  by referring to the Bylaws,  calls for an election 
that must be scheduled ("called") in the next 90 days that MUST be held 
as part of the normal annual election right before the normal annual meeting.


Section 1 At least 120 days prior to each annual meeting..... (deals with
nomination)  There is some language here that MIGHT stretch far enough to
attempt to claim that only vacant seats are up for election...

Or the Board might just claim that the whole thing was flawed enough to be
thrown out.

The Board might do the "right thing" and stand for election.

I guess we will find out in 90 days,  when the regular election must be 
called for.  


Phil

    We should be able to find out NOW what the position on Q3 is.  They
    should be able to tell us NOW whether or not we can expect to get a
    scheduled election.  They should be able to tell us NOW whether all
    seats will be open in that election.  This is all interpretation of Q3. 
    The 90-day call period is the deadline to schedule, not to interpret
    the actions of the Special Committee.  I EXPECT some announcement.
    Anything less will be without integrity or merit, IMHO.  Frankly, it is
    this election that keeps me from walking.  But, as long as they hold to
    the will of the shareholders, I'm keeping my accounts with DCU.  The
    will of the shareholders regarding this election could not have been
    made clearer.
    
    If item 3 were the only item to be voted on, there could be no such
    wrangling about it being void or moot.
    
    Steve

    Unfortunately, I could not attend the meeting (in wheelchair). I did
    attend the presentation by Mr. Cockburn last week in Shr. Most
    attending were reasonable in heir questioning, but the underlying
    issues were not addressed (did or should the board have known)
    
    As the Chairman of the Hudson Board of Selectmen, we run Town Meetings-
    the last two had 800 and 1800 attend respectively. In one night, we
    may cover 40 or 50 articles-much more than three. Perhaps a member
    who is an attorney should attend future meetings and volunteer his
    services to the audience!
    
    I also read with disdain, comments attributed to the BOD regarding
    what they feel are "BOD qualifications". Do I understand the BOD
    to say that EACH and EVERY MEMBER OF EVERY BANKING INSTITUTION BOD
    MUST BE A FINANCIAL OR MANAGEMENT HEAVY? If so, there are several
    banking institutions in the area, and very successful ones, that
    shoot holes in that poition.
    
    We have been members of DCU since its inception. Presently, we have
    taken a "no-confidence" position regarding long-term deposits. If
    and when our confidence is restored, then and ONLY then will DCU
    get our funds deposited. (providing their rates are more attractive
    than present depository)
    
    I would also suggest that the DCU/BOD consider holding the "next?"
    meeting in a local high school such as Maynard, Hudson or Marlboro.
    All of these institutions rent out their large fieldhouses for
    very reasonable fees. The latter two would easily hold 1500-2000.
    they may not be able to serve food, but a local scout troop would
    provide coffee, donuts, etc. as a fundraiser.
    
    The income would also help the financially strapped schools. By the
    way, how many DCU members live or work in Framingham? 
    
    If another meeting is called, I will be there. I will vote for at
    least some new members on the BOD when elections take place. New
    blood is DEFINITELY needed.

  I agree with .-2

  If they won't tell us what they are going to do then obviously
the answer is NOTHING.  If so then we should start the petition
drive IMMEDIATELY and not wait 90 days!  We will loose momemtum.

.11>  	Anybody call Mary Madden today to ask what DCU's position on
.11>  Question 3 is?


Yes.  I called yesterday.  She was "unavailable".  I left a message;  she was
to call back.  Nothing heard yet.

	Todays Boston Globe (pardon me while I spit), has an article
	on the special meeting (p49 first page of Business section).

	I quote from the last paragraph:

		"In a statement, the credit union's director of 
		 communications said 'the board welcomes the opportunity
		 to allow DCU's entire 88,000 members to elect a board
		 of directors."

						Tom_K

    
    Re .11,.18:
    
    I'm sending Marry Madden a written letter requesting information on the
    BoD's interpretation of the vote on question 3, whether/when a special
    election will be scheduled, and whether all board positions will be
    opened for the special election.
    
    Will post results in 15 days or sooner.
    

    Also from the Globe article
    
    'Although the voting results showed that 1,191 members voted, more than
    1,600 numbered agenda  cards  were  handed  out  as members entered the
    ballroom.  The descrenpency  led  some  members  to  feel voting wasn't
    completely accurate.'
    
    The 1,600 number is NEWS to me, M.S.    stated that there was just over
    1,400 members at  the  beginning  of  the meeting.  When asked how many
    actually registered after the vote  on #2, he stated 1,309.  Where were
    the  remaining  291 cards if handed  out  but  only  1,309  member  had
    registered?

    

    
    RE: .19
    
    Wanna bet that statement comes back to haunt Mary?  I can hardly wait
    for the denial or statement that she was mis-quoted.
    
    
    RE: count
    
    Didn't somebody ask at the beginning of the meeting how many people
    were there?  Can't remember, did we ever get an answer then?
    

	I recall MS saying at the quorum call that over 1400 members
	were present. Can someone else corroborate that recollection?

					Tom_K

Mark Steinkrauss promised more than once during the meeting that he'd
provide the number, and he eventually did.  1,309.

Wonder where the Globe got "1,600".

    	Re:.22  It appears more than a little "official" that there is an
    acknowledgement of the vote of the meeting.  I just visited the Credit
    Union here in ZK, and they had a bunch of 2-page "For immediate
    release" blurbs.  The subject was Digital Employees' Federal Credit
    Union Holds Special Meeting.
    
    	Here's a quote from the next to last paragraph:
    
    	"On the final issue, it was voted to call for a special election
    	within 90 days.  'While the details of the election have not been
    	finalized,' stated Mary Madden, DCU Director of Communications,
    	'the Board welcomes the opportunity to allow DCU's entire 88,000
    	members to elect a Board of Directors.'"
    
    
    	That's a good sign!
    
    Dave Eklund
    

    
    Re: .22 and .23
    
    Yes, at the very beginning of the meeting after call to order
    and welcome he referred to those present with respect to the
    large attendance.  At that point, Charlene O'Brien, another
    DCU BoD member, sitting on his far left at the very end of the
    front table, confirmed there were over 1400 in attendance.
    
    Steve
    

I also recall the MS statement about "over 1400 members in 
attendance" (no 'just' in there).  since i had heard there were
1200 seats, that number fit my estimate by looking at the number
of empty seats (virtually none) and the number of people standing
(easily a couple of hundred). 

I was disgusted at what I witnessed.  I was angry with the BOD and the Chair
for what was simply a manipulation of DCU members.  I was insulted.

My first response at getting the notice of new fees was to find another bank.
I have not yet moved my accounts there because of the activity of many 
contributers to this conference.

Thank you.

Thanx also for calling for that meeting.  I think the meeting clarified any
further votes I may make for DCU BOD.

Now I have, at least, two more opportinities to vote:

	1) during the upcoming election {assuming it happens}
	2) to keep my money and my debts with DCU or go to another bank

If there is no upcoming election, out I go.  If the election just keeps the
present BOD -- out I go quickly and quietly -- if other members want to be part
of an organization that is run by what we saw at the special meeting, fine, not 
me.  Still I wonder if I should leave a few dollars in DCU so as to be eligable
to vote.

Dana Groff

PS: Another thing that FRIES me about Mangone -- is that I attempted to get a 
mortgage around the time he was ripping us off -- and was soooo heavily 
processed and hastled by DCU that I went to another, easier and cheaper, lender!

re: .16

>    I would also suggest that the DCU/BOD consider holding the "next?"
>    meeting in a local high school such as Maynard, Hudson or Marlboro.
>    All of these institutions rent out their large fieldhouses for
>    very reasonable fees. The latter two would easily hold 1500-2000.
>    they may not be able to serve food, but a local scout troop would
>    provide coffee, donuts, etc. as a fundraiser.
>    The income would also help the financially strapped schools.

Even though I've elsewhere agreed that at about $.40 per member these
meetings are cheap, this (above) is an excellent suggestion. Should
another meeting be required, perhaps we could work the above idea into
the petition.

-Jack

I think the announcement at the start of the meeting that there were
over 1400 in attendence can be easily explained away as an approximation
error.  Each station that issued the voting cards started with a sequentially
numberd set of cards.  Undoubtedly they had to pass out new batches of
cards to the various stations as each ran out.  If the top numbered card
issued was number 1460, for example, Charlene might have taken that to
mean that there were at least 1400 cards issued, whithout realizing that
there were 151 unissued cards turned in from the various stations.  

The thing I thought was weird was Mark's refusal to state the exact number
of voting cards before the vote.  Perhaps no one had bothered to add up
the number yet?  If so, why didn't he say that?  Questions like this
simply don't come up if the chairman is impartial.  In one sense, I guess
I'm glad that Mark retained chairmanship -- it was a cogent demonstration
of his personal attitude toward the process.  

	Enjoy,
	Larry

    Yesterday I wrote to Mark S requesting a copy of the meeting
    minutes. Does anyone think he'll send them?
    

re:  the good side of Mark Steinkrauss's retaining the chairmanship

An interesting point, Larry.  When all was said and done the votes
did cause DCU to start moving in certain directions wanted by the
membership.  That said, one powerul reason that people had for coming
to the meeting was to see Board members in action, so as to be able to
form first-hand opinions and develop a basis for voting in the election.

THAT desire was mostly frustrated, inasmuch as a majority of the Board
said not a single word.  But we heard Abbott Weiss's voice, whether or not
it was clear he was reading his own words.  We heard Jack Rugheimer share
the Board's inclination to use legal technicalities.

Most important, Mark Steinkrauss, manifestly the one most influential
member of the Board, turned in a complete performance.

    
    RE: BoD performance
    
    I have attended two informal discussions with the BoD and then the
    special meeting.  To say these people just don't get it is the
    understatement of the century.  I believe we see their arrogance and 
    callous attitude towards the membership showing up in DCU brochures
    ("More Choices"), policies ("investments",information control), and
    statements ("shop around").  IMO, DCU has taken on the personality of
    our BoD.  I don't think this is surprising, but I think after Tuesday's
    meeting that HUNDREDS more people now understand the real problem with
    DCU.
    
    

I was appalled at the way the meeting was run by Mr. Steinkrauss.
It is the moderators duty to insure that both sides of an issue are heard.
This was not done.  He should not have allowed the motion to stop debate as the
issue had not been fully discussed.  There were still numerouse people wanting 
to speak.  

Ken

Phil,

Just what did Chuck and Mark have to say to you when you went up front to
view the tallying process?  It was quite obvious that they did not want you
up there.

Just curious,
Ray

    
    RE: .35
    
    Yes, an interesting exchange occurred between Mark and Jim Rice, DCU's
    lawyer.  I stood there for a little while just silently watching the
    way they tallying and listening to what they were saying.  It took them
    considerably longer than I thought it would take before they discovered
    me there.  Guess my disguise (suit) worked.  I looked like one of them.
    I apologize.  8-)
    
    When Mark and Jim noticed me (interesting reply in DIGITAL concerning
    how they noticed me, something about Cockburn jumping up and snapping
    his fingers), they both asked me to leave.  I asked them why.  "You
    don't have anything to hide up here do you?"  Jim Rice fell silent and
    turned away.  Mark persisted.  Says we can't have everybody up on
    stage, and I say I don't see everybody up on stage and I don't see how
    I'm interfering with the process, just watching and observing.  blah,
    blah, blah, etc.  Stop trying to BS me Mark, blah, blah, blah  Wish I
    would have had a tape recorder.  Then the "parlimentarian" (Melcione,
    DCU General Counsel) grabbed Mark to speak with him with a look of
    concern.  There really wasn't much I could see up there.  
    
    Next morning I kicked myself for not having interjected myself more
    into their rehearsed meeting.  Just getting up and grabbing the
    microphone and start discussing the issues, regardless of recognization 
    or not.  The meeting was such a farce at that point that it could not
    have been made worse.  Hell, make them eject me for discussing the
    issues and facts.  Naively, I keep waiting for the opportunity which
    never arrived.  I did learn a lot.  A second meeting, should it need to
    happen, will be much different for me.
    
    An interesting side note, (somebody else noticed this too), I think
    Jime Rice's whole job Tuesday night was to stare at me all night. 
    Maybe he liked my suit or something, but everytime I looked up there,
    he'd be staring right at me.  Wonder how much he got paid for this
    important task?

Re: -1

    I don't know about your suit, Phil, maybe he just likes you. :-)
    Seriously, the obvious answer would be, assuming that the BoD
    has identified you as one of the leading "dissenters" (gee, I wonder
    why they would do that), that they thought having their lawyer (oops, I
    mean our lawyer) keep an eye on you might be intimidating, although I
    find it hard to believe that it could have been prearranged. It's entirely
    possible that you just happened to be in Rice's line of sight, or more
    likely, he personally felt that you would be one of the board's primary
    adversaries and was watching to see what you might do.

    But to my mind, the beauty of the meeting was the diversity of the
    challenges to the chair. There were a lot of different people who raised
    points of order or information, many of whom are not frequent noters
    in this conference. That very pleasantly surprised me, and I'm sure it
    surprised the board too (although not so pleasantly). It was very
    encouraging to see the extent of concern and awareness on the part of
    so many members, and their ability to handle the parliamentary rigmarole
    (obviously, there was more than one frequent town meeting attendee there).
    Like most of us, I would have liked to have heard more debate of the
    issues, but for better or for worse, had there been more debate it would
    have had to follow the rules, or run the risk of being counter-productive.

    Jim

    Re .36:
    
>   Yes, an interesting exchange occurred between Mark and Jim Rice, DCU's
>   lawyer.  I stood there for a little while just silently watching the
>   way they tallying and listening to what they were saying.  It took them
>   considerably longer than I thought it would take before they discovered
>   me there.  Guess my disguise (suit) worked.  I looked like one of them.
>   I apologize.  8-)

    Nice suit, Phil.  What you lacked was a red "power tie". 8^)
    
>   When Mark and Jim noticed me (interesting reply in DIGITAL concerning
>   how they noticed me, something about Cockburn jumping up and snapping
>   his fingers), they both asked me to leave.  I asked them why.  "You
>   don't have anything to hide up here do you?"  Jim Rice fell silent and
>   turned away.  Mark persisted.  Says we can't have everybody up on
>   stage, and I say I don't see everybody up on stage and I don't see how
>   I'm interfering with the process, just watching and observing.  blah,
>   blah, blah, etc.  Stop trying to BS me Mark, blah, blah, blah  Wish I
>   would have had a tape recorder.  Then the "parlimentarian" (Melcione,
>   DCU General Counsel) grabbed Mark to speak with him with a look of
>   concern.  There really wasn't much I could see up there.
    
    If ANYONE other than the BoD and minions belonged up there to witness
    the voting, YOU'RE it!  There wasn't a crowd because any "dissidents"
    who noticed you up there knew well that you were looking out for our
    interests.

>   Next morning I kicked myself for not having interjected myself more
>   into their rehearsed meeting.  Just getting up and grabbing the
>   microphone and start discussing the issues, regardless of recognization 
>   or not.  The meeting was such a farce at that point that it could not
>   have been made worse.  Hell, make them eject me for discussing the
>   issues and facts.  Naively, I keep waiting for the opportunity which
>   never arrived.  I did learn a lot.  A second meeting, should it need to
>   happen, will be much different for me.
    
    Actually, I think it was useful for you NOT to have said much.  It's
    much harder for the BoD to point at a "few dissidents" when new and
    different people are rising to speak.
    
    What we DIDN'T need were all the amateur parliamentarians.  We should
    have identified (and posted to the mailing list) ONE KNOWLEDGEABLE
    PERSON (equipped with Roberts Rules of Order) to keep the meeting in
    line.  (S)he could have met with the BoD's parliamentarian (and the
    Chairman, if he was willing) to agree upon the REAL rules for the
    meeting and would be responsible for raising points of order if/when
    the Chair departed from that agreement.  I *hope* this advice will
    never have to be used.

    
    Re: .38
    
    >What we DIDN'T need were all the amateur parliamentarians.  We should
    >have identified (and posted to the mailing list) ONE KNOWLEDGEABLE
    >PERSON (equipped with Roberts Rules of Order) to keep the meeting in
    >line.  (S)he could have met with the BoD's parliamentarian (and the
    >Chairman, if he was willing) to agree upon the REAL rules for the
    >meeting and would be responsible for raising points of order if/when
    >the Chair departed from that agreement.  I *hope* this advice will
    >never have to be used.
    
    Let's lighten up on the "amateur parliamentarians."  Many of them
    may not have been noters and may not have had any idea that there
    were those among us well prepared to present the case opposing the
    BoD.  The entire meeting was a chaos.  Hindsight is 20/20.  It is
    very difficult in the heat of things to know what is the right thing
    to do.  The suggestion to have one person well prepared to make
    parliamentary challenges if they are needed is an excellent one,
    but since NONE of us foresaw that, anyone who saw what they considered
    injustice in the way the meeting was being conducted called it
    as they saw it at the time and shouldn't be criticized too heavily.
    
    They DID show up.  There were 1200+ signatures on the petitions
    and only 540 voting to remove the BoD.  Where were the more than
    600 others!!!
    
    Steve
    

>	There were 1200+ signatures on the petitions and only 540 voting 
>	to remove the BoD.  Where were the more than 600 others!!!
    
	Some voted to retain the Board, clearly worried that lack of a board
	would hurt the DCU. But the main reason, and I'm sure one not lost
	on the BoD, is that there is a great difference in the level
	of commitment needed for a person to sign a petition that is
	conveniently brought to the person's attention, and the level
	of commitment involved in taking a week night, and possibly
	driving a significant distance, to attend a meeting.

					Tom_K

    >Nice suit, Phil.  What you lacked was a red "power tie". 8^)
    
    Well, it was maroon.  I don't like the fire engine look... ;-)
    
    The whole meeting was a procedural farce.  For anybody to say that it
    was run according to any recognizable rules is a bit of a stretch IMO. 
    Sometimes you have to just grab the bull by the horns, especially if it
    is in the process of goring you...    
    

    Having read all the reports, reactions, and finally, the official
    DCU press release...

    You wonder why these people (i.e. the DCU spokespersons) "just don't
    get it".  Why this compulsion to treat intelligent people (us members)
    as addled children.  Perhaps this is the very nature of a "PR man" --
    someone trained to ignore the actual content of questions from the
    press and public and just keep mouthing the party line, which is
    usually some variant of "father knows best; we're working for YOU; big
    brother is your friend."  In fact, it is exactly this approach that
    non-PR people are taught in training courses for dealing with the
    media.

    Maybe the next DCU chairman will not be a PR man, but rather will be
    someone who can deal intelligently and realistically with peers --
    i.e., members.  Someone who won't need to mouth empty phrases like "I
    work for you" because it will be obvious that s/he is already working
    *with* us.



    dlm

Between trying to do my real job and the incredible activity level in this
conference since the meeting, I've not had an opportunity to enter my thoughts
until now.  I'll be brief as most of my observations are shared by at least
one other meeting participant.

First, and foremost, Mr. Steinkrauss failed miserably at running the meeting. I
agree with the sentiment that his failure to step down as the chair may have
ultimately hurt his cause but I, for one, would have preferred a well-run
meeting with an opportunity for a real and true discussion of both sides of the
issues.  As an aside, after "observing" his behavior over the past two months
via this conference and after seeing him in action firsthand at Tuesday's
meeting, it causes me great discomfort to know that he is Digital's Director of
Investor Relations.  In other words, as a stockholder in Digital, I am no less
displeased to have him representing the company than I am to have him chairing
DCU's Board.

Secondly, the parliamentary wrangling on which we wasted so much time worked
very much against those of us who would have preferred to toss the board on
its collective ear.  I understand that there was little that could have been
done to restrain this excess, but it became quite clear to me, and to a large
number of attendees sitting near me, that the meeting as a whole was severely
injured by the long period of content-free maneuvering.

I'm glad to see that the Board appears to be acceding to this wishes of the
membership regarding the special election.  Unfortunately, I cannot find in
myself the optimism to believe that they will fully and completely follow the
mandate which they have been given.  This, combined with the fact that my
pain threshold has been exceeded, has caused me to initiate the withdrawal of
all of my business from the DCU.  I'll maintain my $5 Share 1 account so that
I can continue to vote to turn DCU back into an organization I'm willing to
trust with my hard-earned dollars.  Until that happens, however, I think I'll
trust someone else instead.

    Re: "it causes me great discomfort to knoe he is Digital's Director of
         Investor Relations...."
    
    Many of us are DIGITAL Stockholders too ?
    

    Re.  Impartiality of the counters
    
    They were instructed to go down opposite sides of the aisles and get
    independent counts then give them to the tally-guy and he'd see if they
    match or not. But the ones who counted the front left section were
    comparing numbers.
    
    After all of the audience was counted, the counters themselves had to
    vote. Some had included their counts already. (Only once we hope) So
    they were asked to sit down. 
    
    Of the ones who were left, he asked for those in favor of #2, and NO
    ONE raised any blue cards that I could see from 10' away. Then in
    calling for the votes against, they all raised their cards. 
    
    And now I find that there was no one from the 'other' side asked to
    witness the tallying of the counters' numbers? And when it was
    discovered that someone from the 'other side' had wandered into the
    sacred counting area, they were immediately and emphatically asked to
    leave ... Some impartial vote. 
    
    It is now plain why they didn't want any video or recordings of this
    meeting. Because then, even remote sites that couldn't travel to this
    meeting could easily be shown what was done and there would be no way any
    of them stood a chance for re-election. As is, I don't think they do
    anyway. 
    
    You can only stonewall so long, and finally, the wall is going to be
    overflowed. Stonewalling (damming up information) causes a buildup of
    pressure and you can only build a stone wall just so high. I think the
    limits have been reached. 
    
    
    Re.  This was a trial by notes with a jury of 1300. The defendents
         didn't have access to notes for their defense.
    
    If any information had been forthcomming from the BOD about their
    actions, it would have been posted here. But all the inquirers got was
    a stone wall, and that fact was reported here. Repeatedly. Even though
    that doesn't answer the questions, it still speaks volumes. 
    
    
    Re.  Considering BOD members seperately
    
    Makes sense at first, but after all the stonewalling, then at the
    meeting, they had their chance to speak. They were all present and were
    introduced at the beginning. If any had raised their card I'm sure they
    would have been given a chance to speak. In fact, several people tried
    hard to get them to each address the meeting but it was finally
    determined that the prepared speaches were backed by the entire board.
    Those speackes still didn't address the issues and therefore, they are
    banded together as a group through their own agreement. I will vote
    against them all. 
    
    
    Re.  The way the meeting was run
    
    Very sad. This is NOT democracy the way I learned it in school and this
    meeting had little resemblence to anything going by Robert's Rules of
    order. More entertaining than staying home and watching Rosanne. And
    much more educational.
    
    
    Macaroon
    
    
    

    I didn't attend the meeting because I was out of town on business, but
    viewing the aftermath, I'm satisfied with the outcome.  It looks like a
    reasonable compromise was achieved.  We will still have a functioning
    BoD without having an outside party step in, and the entire membership
    now has the opportunity to decide whether or not the BoD will be
    replaced.
    
    Some random comments:
    
    It seems to me that the same people who claimed that the BoD would
    never hold the Special Meeting within a reasonable timeframe/location
    are the same ones saying that an election will not be held.
    
    How many of the 1200 petition signers were primarily signing in support
    of question 1?  That might help explain why the vote on #2 was so
    close.  There were also apparently alot of abstaining votes.  Perhaps
    people did not feel comfortable having a minority of shareholders (1400
    out of 88,000) deciding the fate of the board.  That might have also
    swung some people to vote against it in addition to those who may have
    been swung due to fear (real or perceived) of not having a BoD for a
    period of time.
    
    There was a fear that the BoD would stack the meeting and win.  From
    what I've seen on the Net, attempts at stacking were going on from both
    sides.  Asking someone to support you on a personal level is not a
    crime.  There is a lot to be said for a character witness.  Based on
    the close count on #2 and the overwhelming majority in favor of #3, I'd
    say the fears of stacking and coercion of DCU employess was unfounded.
    
    We are already in the midst of the normal election process.  A call for
    candidates has already been made.  This Special Election mandate should
    open the door for more candidates to be approved by the nomination
    committee since there are now more seats available on the Board.  The
    challengers will only have to gather signatures if they do not get
    selected by the nominating committee, so the comment that only
    incumbents do not have to go through the petition process is untrue. 
    Someone also is under the impression that the BoD can only be filled by
    those with financial backgrounds.  I suggest you read Mark
    Fredrickson's entry.  It's a basenote of a recent topic describing the
    nominating committee/process.
    
    I may be wrong on this, but I got the impression that the motion to
    close the debate on #2 was voted on.  If this was the case, it is wrong
    to blame MS for silencing the opposition to the BoD.  Blame your fellow
    shareholders in attendance (or at least the 2/3 who voted to close
    discussion).
    
    Based on what I've read in here, sounds like some folks couldn't see
    the forest for the trees.  They were too busy worrying over the details
    of how the meeting was to be held rather than looking at the reasons
    why the meeting was being held.  They then turn and blame MS for
    manipulation.
    
    IMO, the complaining over possible improprieties in the vote counting
    on #2 sounds like sour grapes.

	For all of those who are as frustrated as I am at with the way the 
	special meeting was held, I will now offer how my wife & I resolved 
	our conflict with the DCU...  We removed our money, and it was no 
	small chunk of change either!  

	We left the minimum in our joint account (me as primary name) so 
	that I can continue to vote, and opened a 2nd account so that 
	my wife can vote.  Stupid, because we originally had separate ones
	that the DCU suggested we combine to make life simpler for us, and 
	decrease the administrative costs.  However, with a joint account 
	we found out at the meeting that both of us couldn't vote.  So, now 
	we are needlessly creating more administration and cost to keep the 
	2 accounts open.  Like I said ... stupid.

	We came to the meeting simply to see and hear the DCU's side of 
	the complaints that had been raised in the notes file, before we 
	made any kind of decision.  What I saw was how the meeting was
	completely railroaded away from ever discussing the issues.  A few 
	prepared statements from A.W. is not what I call a discussion.  
	The BoD refused to talk.  Whether they didn't want to or "couldn't", 
	we'll never know.  

	It would have been real "nice" if the moderator had briefly explained
	parlimentary procedures to the obviously MANY people who were not
	familiar with them.  Might have helped us get to the issues ...

	Its a shame, I *really* wanted to hear their side, that was my entire
	purpose for going.  Instead I left feeling, sickended, and with 
	absolutely no confidence in them.  Its no wonder that they've had 
	so much trouble.  Who there has the backbone to keep a watchful 
	eye on whats happening and actually stand up to a Mangone or anyone
	else who may be taking us for a ride?   I guess that meeting proved
	to me that that the BoD is not operating a "spirit of cooperation" 
	after all.  I now (and only now) agree that they have not been and 
	are not being as forthcoming and as open as they should.

	Once we regain our confidence in the NEW BoD, we will return our
	money to the DCU.

	Hey, its just my opinion.

	Mike H.	

    
    Re: .46
    
    >I may be wrong on this, but I got the impression that the motion to
    >close the debate on #2 was voted on.  If this was the case, it is wrong
    >to blame MS for silencing the opposition to the BoD. 
    
    >Based on what I've read in here, sounds like some folks couldn't see
    >the forest for the trees.  They were too busy worrying over the details
    >of how the meeting was to be held rather than looking at the reasons
    >why the meeting was being held.  They then turn and blame MS for
    >manipulation.
    
    >IMO, the complaining over possible improprieties in the vote counting
    >on #2 sounds like sour grapes.
    
    Well since we're sharing opinions, IMO, it would have been better
    if your opinion were based on having been there. 
    
    Some of what you say has some merit based on what any one could glean
    from the reports, but among ALL those I've chatted with who were there,
    either with their minds already made up or not, the meeting was a
    blatant manipulation from start to finish.
    
    Steve
    

    
    Steinkrauss, as chair, decides who to recognize.  That very simple fact
    combined with another fact, that he knew who several of the most
    knowledgeable opposition members were, stopped any real discussion of
    issues or facts.  Funny how Rugheimer and Weiss got to go to the 
    microphone on each of the questions, isn't it?
    
    Many people attended the meeting and wanted to give Steinkrauss and the
    Board the benefit of the doubt.  I believe that is why he maintained
    the chair.  I'm sure if people would have known that Steinkrauss was
    well prepared to mis-use that position, he would have been replaced. 
    It was very clear he wasn't up there because he knew what he was doing
    from a procedural standpoint!  I think a lot of people tend to project 
    "do the right thing" on people incapable or unwilling to carry through 
    on it.  The Board squandered much, if not all, of their credibility with 
    meeting attendees by doing what they did.  And the sad part about it, 
    they probably don't even care.

    Phil, perhaps Jim Rice was wondering why everytime he looked up, you
    were staring at him ;^)

    
    RE: .51
    
    There was so much going on that staring at Jim Rice was of no interest
    to me.  A friend in back of me also noticed Mr. Rice's stares.  Maybe
    he was admiring my suit! 8-)  Maybe he was waiting for me to jump up
    and ask the Board a real question?  All I do know is that he got paid
    a bundle to sit there and try to stay awake.