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| Title: | DCU |
| Notice: | 1996 BoD Election results in 1004 |
| Moderator: | CPEEDY::BRADLEY |
|
| Created: | Sat Feb 07 1987 |
| Last Modified: | Fri Jun 06 1997 |
| Last Successful Update: | Fri Jun 06 1997 |
| Number of topics: | 1041 |
| Total number of notes: | 18759 |
375.0. "An Unauthorized Copy of the DCU Bylaws" by OLDTMR::STCLAIR () Thu Nov 14 1991 16:20
Digital Credit Union
Bylaws
An un-approved on-line copy
Nov 14, 1991
This is an unauthorized copy of the DCU Bylaws. It was created
by scanning in a photocopy of the originals and the using
optical character recognition to convert the text to a form that
could be edited. There is a strong possiblity that there are
errors in this document from a misspelling to entire pages not
scanned. If anyone finds errors would they please note them
in a reply below and send the information to the author of the
base note.
BYLAWS (unauthorized copy November 14, 1991)
Federal Credit Union, Charter No. 23521
(A corporation chartered under the laws of the United States)
Article I. Name - Purposes
Section 1. The name of this credit union is as stated in section
1 of the charter (approved organization certificate) of this
credit union.
Section 2. The purpose of this credit union is to promote thrift
among its members by affording them an opportunity to accumulate
their savings, and to create for them a source of credit for
provident or productive purposes.
Article II. Qualifications for Membership
Section 1. The field of membership of this credit union is
limited to that stated in section 5 of its charter.
Section 2. Applications for membership from persons eligible to
membership under section 5 of the charter shall be signed by the
applicant on forms approved by the board. Upon approval of such
an application by a majority of the directors or a majority of
the members of a duly authorized executive committee or by a
membership officer and upon his/her subscription to at least one
share of this credit union and the payment of the initial
installment thereon, and the payment of a uniform entrance fee
if required by the board, the applicant is admitted to
membership. If a membership application is denied, the reasons
therefor shall be furnished in writing to the person whose
application is denied, upon written request.
Section 3. A number shall be assigned to each member as a means
of identifying his account with the credit union.
Section 4. A member who withdraws all of his shareholdings
thereby ceases to be a member. The board may by resolution
require persons readmitted to membership to pay another entrance
fee.
Section 5. The membership of members who are no longer within
the field of membership on the day this bylaw is effective or
thereafter, is terminated immediately: Provided, however, That
the board may resolve that such members may retain membership if
they meet certain reasonable minimum standards established by
the board.
Article III. Shares of Members
Section I. The par value of each share shall be $5.00.
Section 2. The maximum amount of shares which may be held by any
one member shall be established from time to time by resolution
of the board.
Section 3. A member who fails to complete payment of one share
within 6 months of his admission to membership, or within 6
months from the increase in the par value of shares, or a member
who reduces his share balance below the par value of one share
- 1 -
and does not increase the balance to at least the par value of
one share within 6 months of the reduction may be terminated
from membership.
Section 4. Shares may be transferred only from one member to
another, by written instrument in such form as the board may
prescribe. Such transfer shall carry dividend credits with it.
The board may require payment of a fee not to exceed $1.00 for
each such transfer and, if so required, such fee shall apply to
all transfers.
Section 5. Money paid in on shares or installments of shares may
be withdrawn as provided in these bylaws or regulation on any
day when payment on shares may be made: Provided, however, That
(a) (9/90) The board shall have the right, at any time, to
require members to give, in writing, not more than 60 days
notice of intention to withdraw the whole or any part of the
amounts so paid in b them except for those amounts paid into
share draft accounts.
(b) The board may determine that if shares are paid in under
an accumulated payroll deduction plan, as prescribed in the
Accounting Manual for Federal Credit Unions, they may not be
withdrawn until credited to members� accounts.
(c) No member may withdraw shareholdings that are pledged
as required security on loans without the written approval of
the credit committee or a loan officer, except to the extent
that such shares exceed the member�s total primary an contingent
liability to the credit union. Required security� as used in
this subsection refers to shares which are in existence at the
time the application is made and specifically required to be
pledged as security as part of a secured transaction.
(d) No member may withdraw any shareholdings below the
amount of his/her primary or contingent liability to the credit
union if he/she is delinquent as a borrower, or if borrowers for
whom he/she is comaker, endorser, or guarantor are delinquent,
without the written approval of the credit committee or loan
officer; except that shares issued in an irrevocable trust as
provided in section 6 of this Article are not subject to
restrictions upon withdrawal except as stated in the trust
agreement.
(e) (3/81) The share account of a person whose membership is
terminated in accordance with Article Il, section 5, of these
bylaws may be continued until the close of the dividend period
in which the membership is terminated, after which it shall be
transferred to an account payable. The share account of a
deceased member (other than one held in joint tenancy with
another member) may be continued until the close of the dividend
period in which the administration of the deceased�s estate is
completed, but not to exceed a period of four years.
(f) (5/81) The board shall have the right, at any time, to
impose a fee for excessive share withdrawals from regular share
accounts. The number of withdrawals not subject to a fee and the
amount of the fee shall be established by board resolution and
shall be subject to regulations applicable to the advertising
and disclosure of terms and conditions on member accounts.
- 2 -
Section 6. Shares may be issued in a revocable or irrevocable
trust, subject to the following:
(a) When shares are issued in a revocable trust, the settlor
must be a member of this credit union in his/her own right, and
the name of the beneficiary must be stated.
(b) When shares are issued in an irrevocable trust, the
settlor or the beneficiary must be a member of this credit union
in his/her own right, and the name of the beneficiary must be
stated. For purposes of this section, shares issued pursuant to
a pension plan authorized by the rules and regulations shall be
treated as an irrevocable trust unless otherwise indicated in
the rules and regulations.
(c) Trust accounts established prior to the effective date
of this section shall not be affected. Trusts may be established
pursuant to this section, provided such trusts, their terms and
conditions are in accordance with the laws of this jurisdiction.
Article IV. Receipting for Money
Section I. Money paid in or paid out on account of shares,
loans, interest, entrance and transfer fees, or late charges
shall be evidenced by an appropriate voucher or receipt which
shall also identify the person acting on behalf of this credit
union. The member�s official permanent record for all
transactions shall be a statement of account when such a plan is
used as prescribed in the Accounting Manual for Federal Credit
Unions.
Article V. Meeting of Members
Section 1. The annual meeting of the members shall be held
within the period authorized in the Act, in the county in which
the office of the credit union is located or within a radius of
100 miles of such office, at such time and place as the board
shall determine and announce in the notice thereof.
Section 2. (10/60) At least 75 days before the date of any
annual meeting or 7 days before the date of any special meeting
of the members, the secretary shall cause written notice thereof
to be handed to each member in person, or mailed to each member
at his/her address as the same appears on the records of this
credit union. The written notice for the annual meeting will
advise the members of the various voting procedures that are
available, the deadlines are required by each method of voting,
and the date and time of the annual meeting. Any meeting of the
members, whether annual or special, may be held without prior
notice, at any place or time, if all the members entitled to
vote thereat who are not present at such meeting shall in
writing waive notice thereof, before, during, or after the
meeting.
Notice of any special meeting shall state the purpose for which
it is to be held, and no business other than that related to
this purpose shall be transacted at the meeting.
Section 3. Special meetings of the members may be called by the
executive officer, or by the supervisory committee as provided
in these bylaws, and may be held at any location permitted for
the annual meeting. A special meeting shall be called by the
- 3 -
executive officer within 30 days of the receipt of a written
request of 200 members. The notice of such special meeting shall
be given as provided in section 2 of this Article.
Section 4. The order of business at annual meetings of members
shall be-
(a) Ascertainment that a quorum is present.
(b) Reading and approval (or correction) of the minutes of
the last meeting.
(c) Report of directors.
(d) Report of the financial officer or the chief management
official.
(e) Report of the credit committee.
(f) Report of the supervisory committee.
(g) Unfinished business.
(h) New business other than elections.
(i) Elections.
(j) Adjournment.
The members assembled at any annual meeting may suspend the
above order of business upon a two-thirds vote of the members
present at the meeting.
Section 5. Except as hereinafter provided, at annual or special
meetings, 15 members shall constitute a quorum. If no quorum is
present, an adjournment may be taken to a date not fewer than 7
nor more than 14 days thereafter; and the members present at any
such adjourned meeting shall constitute a quorum, regardless of
the number of members present. The same notice shall be given
for the adjourned meeting as is prescribed in section 2 of this
Article for the original meeting, except that such notice shall
be given not fewer than 5 days previous to the date of the
meeting as fixed in the adjournment.
Article VI. Elections
Section 1. (10/80) At least 120 days prior to each annual
meeting the chairman shall appoint a nominating committee of not
fewer than three members. It shall be the duty of the nominating
committee to nominate at least one member for each vacancy,
including any unexpired term vacancy, for which elections are
being held, and to determine that the members nominated are
agreeable to the placing of their names in nomination and will
accept office if elected. The nominating committee shall file
its nominations with the secretary of the credit union at least
90 days prior to the annual meeting, and the secretary shall
notify in writing all members eligible to vote at least 75 days
prior to the annual meeting that nominations for vacancies may
also be made by petition signed by 500 members.
The written notice shall indicate that the election will not be
conducted by ballot and there will be no nominations from the
floor when there is only one nominee for each position to be
filled. A brief statement of qualifications and biographical
data in such form as shall be approved by the board of directors
will be included for each nominee submitted by the nominating
committee with the written notice to all eligible members. Each
nominee by petition shall submit a similar statement of
- 4 -
qualifications and biographical data with the petition. The
written notice shall state the closing date for receiving
nominations by petition. The period for receiving nominations by
petition shall, in all cases, extend at least 30 days from the
date the petition requirement and the list of nominating
committee�s nominees are mailed to all members. To be effective
such nominations shall be accompanied by a signed certificate
from the nominee or nominees stating that they are agreeable to
nomination and will serve if elected to office. Such nominations
shall be filed with the secretary of the credit union at least
40 days prior to the annual meeting and the secretary shall
cause such nominations along with those of the nominating
committee to be posted in a conspicuous place in each credit
union office at least 35 days prior to the annual meeting.
Section 2. (10/80) All elections shall be determined by
plurality vote and shall be by ballot except where there is only
one nominee for each position to be filled. Nominations shall
not be made from the floor unless sufficient nominations have
not been made by the nominating committee or by petition to
provide for one nominee for each position to be filled or
circumstances prevent the candidacy of the one nominee for a
position to be filled. Only those positions without a nominee
shall be subject to nominations from the floor. In the event
nominations from the floor, when permitted herein, result in
more than one nominee for a position to be filled, and when
nominations have been closed, tellers shall be appointed by the
chairman, ballots shall be distributed, the vote shall be taken
and tallied by the tellers, and the results announced. When only
one member is nominated for each position to be filled, the
chair may take a voice Vote or declare each nominee elected by
general consent or acclamation at the annual meeting.
Section 3. (11/90) DELETED
Section 4. No member shall be entitled to vote by proxy, but a
member other than a natural person may vote through an agent
designated in writing for the purpose. A trustee, or other
person acting in a representative capacity, shall not, as such,
be entitled to vote.
Section 5. Irrespective of the number of shares held by him, no
member shall have more than one vote.
Section 6. The names and addresses of members of the board,
executive officers, executive committee, and members of the
credit and supervisory committees shall be forwarded to the
Administration in accordance with the Act and regulations in
such manner as may be required by said Administration.
Section 7. The board may establish by resolution a minimum age,
not greater than 16 years of age, as a qualification for
eligibility to vote at meetings of the members, or to hold
elective or appointive office, or both.
Section 8. (10/80) Except as provided in section 2 of this
Article, all elections shall be by mail ballot, subject to the
following conditions:
(a) The tellers of elections shall be appointed by the board
of directors.
- 5 -
(b) Sufficient nominations having been made by the
nominating committee or by petition to provide more than one
nominee for any position to be filled, the secretary shall, at
least 30 days prior to the annual meeting, cause printed ballots
to be mailed to all members eligible to vote.
(c) The secretary shall cause the following materials to be
mailed to each eligible voter:
(1) One ballot, clearly identified as such, on which the
names of the candidates for the board of directors and the
candidates for other separately identified offices or committees
shall have been printed in order as determined by the draw of
lots. The name of each candidate shall be followed by a brief
statement of qualifications and biographical data in such form
as shall be approved by the board of directors.
(2) One envelope clearly marked with instructions that the
completed ballot shall be placed therein and the envelope
sealed.
(3) One identification form to be completed so as to include
the name, address, signature and credit union account number of
the voter.
(4) One mailing envelope in which the voter, pursuant to
instructions provided, shall insert the sealed ballot envelope
and the identification form, and which shall have been postage
prepaid and preaddressed for return to the tellers of elections.
(5) When properly designed, one form can be printed that
represents a combined ballot/identification form, and postage
prepaid and preaddressed return envelope.
(d) It shall be the duty of the tellers of election to
verify, or cause to be verified, the name of the voter and
his/her credit union account number as appearing on the
identification form; to place the verified identification form
and the sealed ballot envelope in separate places of safekeeping
pending the count of the vote; in the case of a questionable or
challenged identification form, to retain the identification
form and sealed ballot envelope together until the verification
or challenge has been resolved.
(e) Ballots mailed to the tellers of election must be
received by the tellers no later than midnight 5 days prior to
the date of the annual meeting.
(f) voting shall be closed at the midnight deadline
specified in subsection (e) hereof and the vote shall be tallied
by the tellers of election. The result shall be verified at the
annual meeting and the chairman shall make public the result of
the vote at the annual meeting.
Article VII. Board of Directors
Section 1. (12/84) The board shall consist of 7 members, all of
whom shall be members of this credit union. The number of
directors may be changed to an odd number not fewer than 5 nor
more than 15 by resolution of the board. No reduction in the
number of directors may be made unless corresponding vacancies
exist as a result of deaths, resignations, expiration of terms
of office, or other actions provided by these bylaws. A copy of
- 6 -
the resolution of the board covering any increase or decrease in
the number of directors shall be filed with the official copy of
the bylaws of this credit union.
Section 2. Regular terms of office for directors shall be for
periods of either 2 or 3 years as the board shall determine:
Provided, however, That all regular terms shall be for the same
number of years and until the election and qualification of
successors. The regular terms shall be so fixed at the
beginning, or upon any increase or decrease in the number of
directors, that approximately an equal number of regular terms
shall expire at each annual meeting.
Section 3. (11/90) Any vacancy on the board, credit committee,
supervisory committee shall be filled by vote of� a majority of
the directors then holding office. Directors so appointed shall
hold or office only until the next annual meeting, at which any
unexpired terms shall be filled by vote of the members, and
until the qualification of their successors. Members of the
supervisory I committee so appointed shall hold office until the
first regular meeting of the board following the next annual
meeting of members at which the regular term expires and until
the appointment and qualification of their successors.
Section 4. (7/87) A regular meeting of the board shall be held
each month at the time and place fixed by resolution of the
board. The chairman, or in his/her absence, the ranking
vice-chairman, may call a special meeting of the board at any
time; and shall do so upon written request of a majority of the
directors then holding office. Unless the board prescribes
otherwise, the chairman, or in his/her absence, the ranking
vice-chairman, shall fix the time and place of special meetings.
Notice of all meetings shall be given in such manner as the
board may from time to time by resolution prescribe.
A regular meeting of the board as described in the above
paragraph may be replaced by a conference telephone call meeting
if the following conditions are met:
(a) The board must be sufficiently geographically dispersed so
that the holding of a regular meeting is impracticable;
(b) A regular meeting must be convened, at a minimum once each
calendar quarter;
(c) At least seven days prior to each conference telephone
call meeting, the secretary shall cause the following
information to be distributed to each director:
(1) Minutes of the previous meeting;
(2) Reports of officers, standing committees, or of any
special committees;
(3) Special orders, or matters which have been assigned
priority;
(4) Any written information on unfinished business or new
business that has been given to the secretary by any director;
(d) Minutes of conference telephone call meetings must be
signed by each conferee at the next regularly convened meeting
of the board at which the conferee is present.
Section 5. The board shall have the general direction and
control of the affairs of this credit union and shall be
- 7 -
responsible for performing all the duties customarily performed
by boards of directors. This shall include but not be limited to
the following:
(a) Directing the affairs of the credit union in accordance
wit the Act, these bylaws, the rules and regulations and sound
business practices.
(b) Establishing programs to achieve the purposes of this
credit union as stated in Article I, section 2, of these bylaws.
(c) Establishing and supervising a loan collection program
and authorizing the charge off of uncollectible loans.
(d) Determining that all persons appointed or elected by
this credit union to any position requiring the receipt, payment
or custody of money or other property of this credit union, or
in its custody or control as collateral or otherwise, are
properly bonded in accordance with the Act and regulations.
(e) (11/90) Appointing an odd number of credit committee
members as provided in Article IX of these bylaws.
(f) Performing such additional acts and exercising such
additional powers as may be required or authorized by applicable
law and regulations.
Section 6. A majority of the number of directors (inclusive of
any vacancies) shall constitute a quorum for the transaction of
business at any meeting thereof; but fewer than a quorum may
adjourn from time to time until a quorum is in attendance.
Section 7. (7/87) If a director or a credit committee member
fails to attend regular meetings of the board or credit
committee for 3 consecutive months, or any 4 months in any
calendar year, or otherwise fails to perform any of the duties
devolving upon him/her as a director credit committee member,
his/her office shall be declared vacant by the board and the
vacancy filled as herein provided. The board may remove any
executive officer from office for failure to perform the duties
thereof, after giving the officer reasonable notice and
opportunity to be heard.
When any executive officer, membership officer, or executive
committee member or investment committee member is absent,
disqualified, or otherwise unable to perform the duties of
his/her office, the board may by resolution, designate another
member of this credit union to act temporarily in his/her place.
The board may also, by resolution, designate another member or
members of this credit union to act on the credit committee when
necessary in order to obtain a quorum.
Section 9. Any member of the supervisory committee may be
suspended by a majority vote of the board of directors. The
members of this credit union shall decide, at a special meeting
held not fewer than 7 nor more than 14 days after any such
suspension, whether the suspended committee member shall be
removed from or restored to the supervisory committee.
Section 9. The board may appoint an executive committee of not
fewer than three directors to serve at its pleasure, to act for
it with respect to specifically delegated functions authorized
by the Act and regulations. The board may also authorize such
executive committee or a membership officer appointed by the
- 8 -
board from the membership other than a board member paid as an
officer, the financial officer, any assistant to the paid
officer of the board or to the financial officer or any loan
officer, to serve at its pleasure to approve applications for
membership under such conditions as the board and these bylaws
may prescribe. No executive committee member or membership
officer may be compensated as such.
Addendum (12/82) (4/91) The title and rank of the board officers
and management officials of this credit union are as follows:
(a) The executive officer is to have the title of CHAIRMAN.
(b) The assistant executive officer is to have the title of
VICE -CHAIRMAN.
(c) The financial officer is to have the title of TREASURER.
(d) The recording officer is to have the title of SECRETARY.
(e) The management official is to have the title of
PRESIDENT/CEO.
(f) The assistant management officials are to have the
titles of DIRECTOR OF LENDING and DIRECTOR OF FINANCE AND
OPERATIONS.
Article VIII. Board Officers, Management Officials and Executive
Committee
Section 1. The board officers of this credit union shall be
comprised of an executive officer, one or more assistant
executive officers, a financial officer, and a recording
officer, all of whom shall be elected by the board and from
their number. The board shall determine the title and rank of
each board officer and shall record them in the addendum to this
Article. If more than one assistant executive officer is
elected, the board shall determine their rank as first assistant
executive officer, second assistant executive officer, et
cetera. The offices of the financial officer and recording
officer may be held by the same person. Unless sooner removed as
herein provided, the board officers elected at the first meeting
of the board shall hold office until the first meeting of the
board following the first annual meeting of the members and
until the election and qualification of their respective
successors.
Section 2. Board officers elected at the meeting of the board
next following the annual meeting of the members, which shall be
held not later than 7 days after the annual meeting, shall hold
office for a term of 1 year and until the election and
qualification of their respective successors: Provided, however,
That any person elected to fill a vacancy caused by the death,
resignation, or removal of an officer shall be elected by the
board to serve for the unexpired term of such officer and�until
his successor is duly elected and qualified.
Section 3. (4/91) The executive officer shall preside at all
meetings of the members and at all meetings of the board, unless
disqualified through suspension by the supervisory committee. He
shall countersign all notes of this credit union, as prescribed
in Article XV, section 2 of these bylaws. The executive officer
shall also perform such other duties as customarily appertain to
- 9 -
the office of the executive officer or as he may be directed to
perform by resolution of the board not inconsistent with the Act
and regulations and these bylaws.
Section 4. The ranking assistant executive officer available
shall have and exercise all the powers, authority, and duties of
the executive officer during the absence of the latter or his
inability to act.
Section 5. The financial officer shall manage this credit union
under the control and direction of the board unless the board
has appointed a management official to act as president. Subject
to such limitations, controls and delegations as may be imposed
by the board, the financial officer shall:
(a) Have custody of all funds, securities, valuable papers
and other assets of this credit union.
(b) Sign all notes of this credit union, and all checks,
drafts, and other orders for disbursement of its funds.
(c) Provide and maintain full and complete records of all
the assets and liabilities of this credit union in accordance
with forms and procedures prescribed in the Accounting Manual
for Federal Credit Unions or otherwise approved by the
Administration.
(d) (7/87) Within 20 days after the close of each month,
prepare and submit to the board financial statements showing the
condition of this credit union as of the end of the month.
He/she shall promptly post copies of such statements in a
conspicuous place in the office of this credit union where they
will remain until replaced by the financial statements for the
next succeeding month.
(e) Prepare and forward to the Administration such financial
and other reports as the Administration may require.
(f) If so authorized by the board and within standards and
limitations prescribed by the board, employ tellers, clerks,
bookkeepers, and other office employees, and have the power to
remove such employees.
(g) Perform such other duties as customarily appertain to
the office of the financial officer or as he may be directed to
perform by resolution of the board not inconsistent with the Act
and regulations and these bylaws.
The board may employ one or more assistant financial officers,
none of whom may also hold office as executive officer or
assistant executive officer, and may authorize them, under the
direction of the financial officer, to perform any of the duties
devolving on the financial officer, including the signing of
checks. When designated by the board, any assistant financial
officer may also act as financial officer during the temporary
absence of the financial officer or in the event of his
temporary inability to act.
Section 6. The board may appoint a management official who shall
not be a member of the board and who shall be under the
direction and control of the board or of the financial officer
as determined by the board. The management official may be
assigned any or all of the responsibilities of the financial
officer described in section 5 of this Article. The board shall
- 10 -
determine the title and rank of each management official and
shall record them in the addendum to this Article.
The board may employ one or more assistant management officials,
none of whom shall be a member of the board. The board may
authorize assistant management officials under the direction of
the management official, to perform any of the duties devolving
on the management official, including the signing of checks.
When designated by the board, any assistant management official
may also act as management official during the temporary absence
of the management official or in the event of his temporary
inability to act.
Section 7. (7/87) The board shall employ, fix the compensation,
and prescribe the duties of such employees as may in the
discretion of the board be necessary, and have the power to
remove such employees, unless it has delegated these powers to
the treasurer, or president; except that neither the board, the
treasurer, nor the president shall have the power or the duty to
employ, prescribe the duties of, or remove any loan officer
appointed by the credit committee, or necessary clerical and
auditing assistance employed or utilized by the supervisory
committee: Provided, however, That no director or committee
member or member of the immediate family of a director or
committee member may be a paid employee of this credit union.
Section 8. The recording officer shall prepare and maintain full
and correct records of all meetings of the members and of the
board, which records shall be prepared within 7 days after the
respective meetings. The recording officer shall promptly inform
the Administration in writing of any change in the address of
the office of this credit union or the location of its principal
records. He shall give or cause to be given in the manner
prescribed in these bylaws, proper notice of all meetings of the
members, and shall perform such other duties as he may be
directed to perform by resolution of the board not inconsistent
with the Act and regulations and these bylaws.
The board may employ one or more assistant recording officers,
none of whom may also hold office as executive officer,
assistant executive officer, or financial officer, and may
authorize them under direction of the recording officer to
perform any of the duties devolving on the recording officer.
Article IX. Credit Committee
Section 1. The credit committee shall consist of 3 members. All
the members of the credit committee shall be members of this
credit union. The number of members of the credit committee must
be an odd number and may be changed to not fewer than 3 nor more
than 7 by resolution of the board. No reduction in the number of
members may be made unless corresponding vacancies exist as a
result of deaths, resignations, expiration of terms of office,
or other actions provided by these bylaws. A copy of the
resolution of the board covering any increase or decrease in the
number of committee members shall be filed with the official
copy of the bylaws of this credit union.
Section 2. (11/90) Regular terms of office for credit committee
- 11 -
members shall be for periods as determined by the board and as
noted in the board�s minutes.
Section 3. The credit committee shall choose from their number a
chairman and a secretary. The secretary of the committee shall
prepare and maintain full and correct records of all actions
taken by it, and such records shall be prepared within 3 days
after the action. The offices of the chairman and secretary may
be held by the same person.
Section 4. The credit committee may, by majority vote of its
members, appoint one or more loan officers to serve at its
pleasure, and delegate to him/her or them the power to approve
application for loans or lines of credit, share withdrawals,
releases and substitutions of security, within limits specified
by the committee and within limits of applicable law and
regulations. Not more than one member of the committee may be
appointed as a loan officer. Each loan officer shall furnish to
the committee a record of each transaction approved or not
approved by him/her within 7 days of the date of the filing of
the application or request, and such record shall become a part
of the records of the committee. All applications or requests
not approved by a loan officer shall be acted upon by the
committee. No individual may disburse funds of this credit union
for any application or share withdrawal which he/she has
approved as a loan officer.
Section 5. The credit committee shall hold such meetings as the
business of this credit union may require, and not less
frequently than once a month. Notice of such meetings shall be
given to members of the committee in such manner as the
committee may from time to time, by resolution, prescribe.
Section 6. The credit committee or loan officer shall inquire
into the character and financial condition of each applicant for
a loan or line of credit and his/her sureties, if any, to
ascertain their ability to repay fully and promptly the
obligations incurred by them and to determine whether the loan
or line of credit will be of probable benefit to the borrower.
The credit committee and its appointed loan officers shall
endeavor diligently to assist applicants in solving their
financial problems.
Section 7. No loan or line of credit shall be made unless
approved by the committee in accordance with applicable law and
regulations.
Section 8. Subject to the limits imposed by applicable law and
regulations, these bylaws, and the general policies of the
board, the credit committee shall determine the security if any
required for each application and the terms of repayment. The
security furnished shall be adequate in quality and character
and consistent with sound lending practices. When funds are not
available to make all the loans and lines of credit for which
there are applications, preference shall be given, in all cases,
to the smaller applications if the need and credit factors are
nearly equal.
Article X. Supervisory Committee
- 12 -
Section 1. The supervisory committee shall be appointed by the
board from among the members of this credit union, one of whom
may be a director other than the financial officer. The board
shall determine the number of members on the committee, which
shall not be fewer than 3 nor more than the maximum number
permitted by the Act. No member of the credit committee or any
employee of this credit union may be appointed to the committee.
Regular terms of committee members shall be for periods of 1, 2,
or 3 years as the board shall determine: Provided, however, That
all regular terms shall be for the same number of years and
until the appointment and qualification of successors. The
regular terms shall expire at the first regular meeting of the
board following each annual meeting.
Section 2. The supervisory committee members shall choose from
among their number a chairman and a secretary. The secretary of
the supervisory committee shall prepare, maintain, and have
custody of full and correct records of all actions taken by it.
The offices of chairman and secretary may be held by the same
person.
Section 3. The supervisory committee shall make, or cause to be
made, such audits, and to prepare and submit such written
reports, as are required by the Act and regulations. The
committee may employ and use such clerical and auditing
assistance as may be required to carry out its responsibilities
prescribed by this Article, and may request the board to provide
compensation for such assistance. It shall prepare and forward
to the Administration such reports as may be required.
Section 4. The supervisory committee shall, from time to time
and not less frequently than as required by the Act and
regulations, cause the accounts of all members to be verified
with the records of the financial officer. The committee shall
maintain a record of such verification.
Section 5. By unanimous vote the supervisory committee may
suspend until the next meeting of the members any director or
executive officer, or member of the credit committee. In the
event of any such suspension, the supervisory committee shall
call a special meeting of the members to act on said suspension
which meeting shall be held not fewer than 7 nor more than 14
days after such suspension. The chairman of the committee shall
act as chairman of the meeting unless the members select another
person to act as chairman.
Section 6. By the affirmative vote of a majority of its members,
the supervisory committee may call a special meeting of the
members to consider any violation of the provisions of the Act,
the regulations, or of the charter or the bylaws of this credit
union, or to consider any practice of this credit union which
the committee deems to be unsafe or unauthorized.
Article XI. Organization Meeting
Section 1. (11/90) At the time application is made for a Federal
credit union charter, the subscribers to the organization
certificate shall meet for the purpose of electing a board of
- 13 -
directors. Failure to commence operations within 60 days
following receipt of the approved organization certificate
(charter) shall be cause for revocation of the charter unless a
request for an extension of time has been submitted to and
approved by the Regional Director.
Section 2. (11/90) The subscribers shall elect a chairman and a
secretary for the meeting. The subscribers shall then elect from
their number, or from those eligible to become members of this
credit union, a board of directors to hold office until the
first annual meeting of the members and until the election and
qualification of their respective successors. If not already a
member, every person elected under this section or appointed
under Section 3 of this article, must qualify within 30 days by
becoming a member. If any person elected as a director or
appointed as a credit or supervisory committee member does not
qualify as a member within 30 days of such an election or
appointment, his office shall automatically become vacant and
shall be filled by the board.
Section 3. (11/90) Promptly following the elections held under
the provisions of section 2 of this article, the board shall
meet and elect the executive officers who shall hold office
until the first meeting of the board of directors following the
first annual meeting of the members and until the election and
qualification of their respective successors. The board shall
also appoint at this meeting a credit committee as provided in
Article IX, Section 2, of these bylaws and a supervisory
committee as provided in Article X, section I, of these bylaws.
The members so appointed shall hold office until the first
regular meeting of the board following the first annual meeting
of the members and until the appointment and qualification of
their respective successors.
Article XII. Loans and Lines of Credit to Members
Section 1. Loans to individuals shall be made only to members,
and shall be made for provident or productive purposes in
accordance with applicable law and regulations. Loans to a
member other than a natural person shall not be in excess of its
shareholdings in this credit union.
Section 2. Within the limitations prescribed by applicable law
and regulations, the board shall fix from time to time the
interest rates on loans, the rate of interest refund, if any, to
be made to members, the maximum maturities and terms of payment
or amortization of loans to members, the security, and the
maximum amount which may be loaned. When by action of the board,
the interest rates on future loans are reduced, similar action
may be taken with regard to interest rates on unpaid balances of
existing loans.
Section 3. Lines of credit may be extended to members in
accordance with applicable law and regulations. The board shall
fix from time to time the interest rates, the maximum maturity,
terms of payment or amortization, the security, and the maximum
amount which may be loaned under a line of credit agreement
within the limitations prescribed by applicable law and
- 14 -
regulations.
Section 4. The aggregate amount of loans and lines of credit to
any one member and the terms and conditions of such loans and
lines of credit shall not exceed the limits permitted by
applicable law and regulations.
Section 5. Any loan or line of credit made to a director or
member of the credit or supervisory committee shall be in
compliance with the Act and regulations. Directors or members of
the credit or supervisory committee may act as comaker, endorser
or guarantor for borrowers from this credit union, subject to
the provisions of the Act and regulations.
Section 6. A borrower may repay his/her loan prior to maturity,
in whole or in part, on any business day without penalty.
Section 7. Applications for loans or lines of credit shall be on
forms prepared and furnished by the credit committee and shall
in each case set forth the security, if any, and such other data
as may be required by applicable law and regulations.
Section 8. (7/8?) Subject to the limitations of applicable law
and regulations, any member whose loan is delinquent IS days or
more may be required to pay a late charge not to exceed 5
percent of the principal and interest payment which is late.
Within these limitations, the rate of late charges assessed on
loans (including line of credit balances) may vary according to
written classifications established by the board of directors
consistent with cooperative principles and existing laws and
regulations.
Article XIII. Reserves
Section 1. All amounts as required by the Act and regulations,
shall be set aside as a regular reserve: Provided, however, That
when the regular reserve thus established shall reach the
minimum balance required by the Act and regulations, no further
transfers shall be required except up to such amounts permitted
by law and as may be needed to maintain such minimum balance.
Amounts in excess of the above requirements may be transferred
to the regular reserve by authorization of the board. The
regular reserve shall be used only for losses as authorized by
applicable law and regulations.
Section 2. In addition to the regular reserve, special reserves
to protect the interests of members shall be established in
accordance with the Act and regulations. The board may also
authorize the establishment of any additional reserves which it
deems necessary.
Article XIV. Dividends
Section 1. The board shall establish dividend periods and
declare dividends as permitted by the Act and applicable
regulations.
Section 2. No dividend shall be declared or paid at a rate �in
excess of the maximum dividend rates set forth in regulations.
Section 3. Dividends shall be paid on all funds in a share
account once a fully paid share of $5.00 has been purchased.
Article XV. Deposit and Disbursement of Funds, Investments and
- 15 -
Borrowing
Section 1. All funds of this credit union, except for petty cash
and cash change funds authorized by section 3 of this Article,
shall be deposited in such qualified depository or depositories
from among those authorized by applicable law and regulations as
the board may from time to time by resolution designate; and
shall be so deposited not later than the second banking day
after their receipt: Provided, however, That receipts in the
aggregate of $300 or less may be held as long as 1 week before
they are deposited.
Section 2. (4/91) All disbursements of funds of this credit
union shall be made by checks or other written instruments
signed by the financial officer, president, assistant financial
officer, or an assistant management official; disbursements may
also be made in cash up to a daily limit of $10,000 per member
in accordance with procedures prescribed in the Accounting
Manual for Federal Credit Unions or otherwise� approved by the
Administration.
Section 3. A cash fund may be authorized by the board by
resolution for the purpose of making change, and for such other
purposes as prescribed in the Accounting Manual for Federal
Credit Unions.
The board may authorize by resolution the establishment of a
petty cash fund for postage, and for defraying other expense
items in amounts of less than $10.00.
Section 4. The funds of this credit union shall be invested only
as authorized by applicable law and regulations.
Section 5. The board may authorize borrowing and discounting
operations on behalf of this credit union within the limitations
prescribed by applicable law and regulations.
Article XVI. Expulsion and Withdrawl
Section 1. A member may be expelled only in the manner provided
by the Act. Expulsion or withdrawal shall not operate to relieve
a member of any liability to this credit union. All amounts paid
in on shares by expelled or withdrawing members, prior to their
expulsion or withdrawal, shall be paid to them in the order of
their withdrawal or expulsion, but only as funds become
available and only after deducting therefrom any amounts due
from such members to this credit union.
Article XVII. Minors
Section 1. Shares may be issued in the name of a minor.
Article XVIII. Definitions
Section 1. When used in these bylaws the terms:
(a) Act means the Federal Credit Union Act, as amended.
(b) Administration means the National Credit Union
Administration.
(c) Board means Board of Directors of the Federal Credit
Union.
(d) NCUA Board means the Board of the National Credit
Union Administration.
- 16 -
(e) Regulation or regulations means rules and
regulations issued by the NCUA Board of the National Credit
Union Administration.
(f) Applicable law and regulations means the Federal
Credit Union Act and rules and regulations issued thereunder or
other applicable Federal statutes and rules and regulations
issued thereunder as the context indicates (such as The Higher
Education Act of 1965)
(g) Net earnings, for a given period, means the balance
remaining after deducting from the gross income of this credit
union actually received during such period all expenses paid or
payable during such period, and any losses sustained therein (as
determined by the board) for which no specific reserve has been
set aside. Amounts set aside during such period as a reserve
shall not be deemed items of expense.
(h) Paid in and unimpaired capital, as of a given date,
means the balance of the paid-in share accounts as of such date,
less any losses that may have been incurred for which there is
no reserve or which have not been charged against undivided
earnings.
(i) Surplus, as of a given date, means the credit balance
of the undivided earnings account on such date, after all losses
have been provided for and net earnings or net losses have been
added thereto or deducted therefrom, as the case may be.
Reserves shall not be considered as a part of the surplus.
(j) Share or shares means all classes of shares and
share certificates that may be held in accordance with
applicable law and regulations.
Section 2. If included in the definition of the field of
membership in the organization certificate (charter) of this
credit union, the terms or expressions:
(a) (7/89) �Members of their immediate families� includes
any relative related by blood, marriage or adoption to a DEC or
DCU employee who is presently a DCU member.
(b) Organizations of such persons means an organization or
organizations composed exclusively of persons who are within the
field of membership of this credit union.
Article XIX. General
Section 1. All power, authority, duties, and functions of the
members, directors, officers, and employees of this credit
union, pursuant to the provisions of these bylaws, shall be
exercised in strict conformity with the provisions of applicable
law and regulations, and of the charter and the bylaws of this
credit union.
Section 2. (10/80) The officers, directors, members of
committees and employees of this credit union shall hold in
confidence all transactions of this credit union with its
members and all information respecting their personal affairs,
except to the extent deemed necessary by the board in connection
with:
(a) The making of loans and extending lines of credit.
(b) The collection of loans.
- 17 -
(c) The guarantee of member share drafts by third parties.
In accordance with the above, the board of directors may
authorize participation in:
(a) A credit reporting agency if it has determined that use
of such an agency is essential in the making of loans and
extending lines of credit and that information supplied by the
credit union concerning its members will be made available only
to legitimate members belonging to that agency and persons who
have a legitimate business need for information in connection
with a business transaction involving a consumer.
(b) A consumer reporting agency if it has determined that
information supplied by the credit union is essential to the
guarantee of member share drafts by that agency.
Section 3. (8/90) Notwithstanding any other provision in these
bylaws, any director, committee member, or officer, of this
credit union may be removed from office by the affirmative vote
of a majority of the members present at a special meeting called
for the purpose, but only after an opportunity has been given
him to be heard.
Section 4. No director, committee member, officer, agent, or
employee of this credit union shall in any manner, directly or
indirectly, participate in the deliberation upon or the
determination of any question affecting his pecuniary interest
or the pecuniary interest of any corporation, partnership, or
association (other than this credit union) in which he is
directly or indirectly interested. In the event of the
disqualification of any director respecting any matter presented
to the board for deliberation or determination, such director
shall withdraw from such deliberation or determination; and in
such event the remaining qualified directors present at the
meeting, if constituting a quorum with the disqualified director
or directors, may exercise with respect to this matter, by
majority vote, all the powers of the board. In the event of the
disqualification of any member of the credit committee or the
supervisory committee, such committee member shall withdraw from
such deliberation or determination.
Section 5. Copies of the organization certificate of this credit
union, its bylaws and any amendments thereof, and any special
authorizations by the Administration shall be preserved in a
place of safekeeping. Returns of nominations and elections and
proceedings of all regular and special meetings of the members
and directors shall be recorded in the minute books of this
credit union. The minutes of the meetings of the members, the
board, and the committees shall be�signed by their respective
chairmen or presiding officers and by the persons who serve as
secretaries of such meetings.
Section 6. All books of account and other records of this credit
union shall at all times be available to the directors and
committee members of this credit union. The charter and bylaws
of this credit union shall be made available for inspection by
any member.
Section 7. (3/82) Each member shall keep the credit union
informed about his/her current address. In the event a member
- 18 -
fails to do this, a charge may be made to the member�s share
account for the actual cost of necessary locator service
incurred in determining such address: Provided, however, That
such charge shall be made only for amounts paid to a person or
concern normally engaged in providing such service, and shall be
made against the account or accounts of any one member not more
than twice in any 12-month period. The aggregate of such charges
each 12-month period shall not exceed $5.00.
Section 8. (10/89) (a) The credit union may elect to indemnify
to the extent authorized by law of the state of Massachusetts
the following individuals for any liability asserted against
them and expenses reasonably incurred by them in connection with
judicial or administrative proceedings to which they are or may
become parties by reason of the performance of their official
duties: current officials; former officials; current employees;
former employees.
(b) The credit union may purchase and maintain insurance on
behalf of the individuals indicated in (a) above against any
liability asserted against them and expenses reasonably incurred
by them in their official capacities and arising out of the
performance of their official duties to the extent such
insurance is permitted by the applicable state law.
(c) The term �official� in this bylaw means a person who is
a member of the board of directors, credit committee,
supervisory committee, other volunteer committee, (including
elected or appointed loan officers or membership officers),
established by the board of directors.
Article XX. Operations Following an Attack on the United States
Section 1. In the event of an attack upon the United States, the
officers and employees of the credit union shall continue to
conduct the affairs of the credit union under such guidance from
the directors as may be available and subject to conformance
with any governmental directives during the emergency.
Section 2. (11/90) In the event of an attack upon the United
States of sufficient severity to prevent the conduct and
management of the affairs and business of the credit union by
its regularly elected directors, officers, and properly
constituted committees as contemplated by these bylaws, any
three available members of the then incumbent board of directors
shall constitute a quorum of the board of directors for the full
conduct and management of the affairs and business of the credit
union including the approval of loans if the regularly appointed
credit committee is not available. In the event of the
unavailability at such time of three members of the board, the
vacancies, in order to provide a quorum of three, shall be
filled as follows:
(a) If the regularly elected executive officer or a
regularly elected assistant executive officer is not available,
the available person who is highest on the succession list for
chairman last authorized by the board of directors shall
automatically become an acting director if he is not a member of
the board and acting executive officer.
- 19 -
(b) If the regularly elected financial officer is not
available, the available person who is highest on the succession
list for financial officer last authorized by the board of
directors shall automatically become an acting director if he is
not a member of the board and acting financial officer.
(c) If a third director is necessary to make a quorum, he
shall be the next highest available person on the succession
list for executive officer or upon the exhaustion of such list,
the next highest available person on the succession list for
financial officer.
The quorum of the board of directors as regularly constituted or
as constituted above shall appoint additional directors as
necessary to provide for a full board of five members, provided
that: If there is available an even number of regularly elected
directors in excess of five, the board shall appoint one
additional director, in which case, a forum shall then be a
majority of the full board thus constituted. Persons selected as
provided in this section shall hold office only until their
successors are elected at the next annual meeting or at a
special meeting called for that purpose and until the
qualification of their successors; provided that The person
selected pursuant to subsection
(a) shall hold office as acting executive officer chairman
and as acting director only until the regularly elected
executive officer or a regularly elected assistant executive
officer becomes available; and that the person selected pursuant
to subsection
(b) shall hold offices as acting financial officer and as
acting director only until the regularly elected financial
officer becomes available.
This bylaw shall be subject to implementation by resolutions by
the board of directors passed from time to time for that
purpose, and any provisions of these bylaws (other than this
section) and any resolutions which are contrary to the
provisions of this section �or to the provisions of any such
implementary resolutions shall be suspended until a regularly
constituted board of directors can be obtained.
Section 3. In the event that the office of the credit union
becomes unusable, as a result of an attack upon the United
States, the credit union shall, if possible, establish temporary
substitute quarters. The office of this credit union shall be
established as soon as practicable thereafter at a suitable
permanent location within the limits permitted by the charter of
this credit union.
Article XXI. Amendments of Bylaws and Charter
Section 1. Amendments of these bylaws may be adopted and
amendments of the charter requested by the affirmative vote of
two-thirds of the authorized number of members of the board at
any duly held meeting thereof if the members of the board have
been give prior written notice of said meeting and the notice
has contained a copy of the proposed amendment or amendments. No
amendment of these bylaws or of the charter shall become
effective, however, until approved in writing by the NCUA Board.
| T.R | Title | User | Personal
Name | Date | Lines |
|---|
| 375.1 | Bylaw change, Jan 24 1992, Article V section 3 | PLOUGH::KINZELMAN | Paul Kinzelman | Mon Feb 03 1992 15:51 | 63 |
| Hey folks, guess what? DCU has now changed the bylaws to make it more
difficult to call a special meeting. The bylaws were updated Jan 24 1992.
Note there may be other changes I don't know about. I asked Patti D'Addieco
if there were change bars to help identify the changes and she either
didn't know or said no.
My interpretation of the new article is that if we want another special
meeting, we need 5000(!) signatures or else 2000 with a "gang of 5"
(committee representing the petitioners).
Revised DCU bylaws, article V, section 3...
[The old one said roughly that a special meeting could be called by
written request of 200 members. It must be called within 30 days.]
Now the section reads:
Section 3. Special meetings of the members may be called by the
president or by the supervisory committee as provided in these bylaws,
and may be held at any location permitted for the annual meeting. A
special meeting shall be called by the president within 30 days of the
receipt of a written request of 25 members or 10 percent of the members
as of the date of the request, whichever number is larger: provided,
however, that a request of no more than 5,000 members shall be required
for such meeting. The notice of such special meeting shall be given as
provided in Section 2 of this article. A request for a special meeting
of the members shall be signed by the members desiring the meeting and
it shall set forth the specific purpose or purposes for which the
meeting is requested. The written request for a special meeting shall
be presented to the president. Also, a special meeting may be requested
in writing by 25 members or 5 percent of the members as of the date of
the request, whichever number is larger: provided, however, that the
request of no more than 2,000 members shall be required for such a
meeting. In addition to the above requirents for a written request,
such a request shall name the members of a written request, such a
request shall name the members of a five-member committee appointed by
the petitioners to act for the petitioners in a manner which will be
binding on said petitioners. The president shall arrange for the board
to meet with the above committee within 10 days after the receipt of the
request; and thereafter the board and the committee shall meet as
necessary to resolve any problems or issues raised in the petition. If
agreement for settlement on any of said problems or issues cannot be
reached, a special meeting of the members shall be called by the
president, in accordance with the provisions of these bylaws, within 45
days of the date of the last meeting between the board and the
petitioners' five-member committee.
Section 4. The order of business at annual meetings of members shall be:
(a) Ascertain that a quorum is present
(b) Reading and approval (or correction) of the minutes of the last meeting
(c) Report of directors
(d) Report of the treasurer or the manager
(e) Report of the credit committee
(f) Report of the supervisory committee
(g) Elections
(h) Unfinished business
(i) New business
(j) Adjournment
The members assembled at any annual meeting may suspend the above order
of business upon a two-thirds vote of the members present at the
meeting.
|
| 375.2 | Another thing for the new BOD to undo.... | SCAACT::AINSLEY | Less than 150 kts. is TOO slow | Mon Feb 03 1992 16:07 | 6 |
| I am so mad that I dare not say what I'm thinking...
GRRRRRRRRRRRRRRRRRRRRRRRR
Bob
|
| 375.3 | FUUUUMMMMMEEEEE!!!!! | OASS::MDILLSON | Generic Personal Name | Mon Feb 03 1992 16:14 | 4 |
| Un-f**king believable! The utter temerity of these people to do this
after the special meeting.
Who votes on these bylaws, anyway?!?!
|
| 375.4 | Changes: BoD -> NCUA | PLOUGH::KINZELMAN | Paul Kinzelman | Mon Feb 03 1992 16:20 | 11 |
| I was rather shocked too. I believe the BoD generates bylaw changes, and
then NCUA must approve any change. I bet it took until Jan 24 to get
NCUA approval. I'm requesting proof of NCUA approval from Patti D'Addieco.
I let her know I was *very* displeased.
I think we could still do the 2000 signatures, the problem would be to
come up with the "gang of 5". There was some paranoia during the signature
drive about who was representing the dissidents. Remember the brouhaha
concerning whether there was a committee or not? That would have to be
solved or else go for 5000 signatures.
|
| 375.5 | | MIZZOU::SHERMAN | ECADSR::Sherman DTN 223-3326 | Mon Feb 03 1992 16:30 | 22 |
| I think that with the bylaws as they are now, the Board feels they
would have been able to stop the Special Meeting. Had they had this
before, they would have had group of 5 to formally represent the interests
of the petitioners (and presumably the supporters who sign since the
petitioners have control over what happens to the documents). I was
one of several that met with Chuck and Mark. We, as a group,
emphasized that we represented only ourselves. I'm sure this was a
difficult thing for them because we refused to speak on behalf of the
those that volunteered their help and/or signed the Special Meeting
petition. As a result, I feel we did not have our arms twisted.
Further, were we a formal group I wonder if Digital's P&P may have
kicked in as far as the any sort of restrictions regarding special
interest groups. I can only speculate about how these changes might
have been used. But, I am fairly certain that the current Board feels
that had they made these changes before all of this they would have had
an easier time trying to shut down the Special Meeting. I really have
to wonder how much higher the forces that be would try to raise the bar
should someone be successful in getting another Special Meeting in the
future. I am not encouraged by these latest changes and also feel this
change should be thrown out by the new board.
Steve
|
| 375.6 | Absolutely no respect for the membership | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Mon Feb 03 1992 16:37 | 22 |
|
Not only did they change the Bylaws but they changed the Bylaws 1.5
hours after the special meeting. From the BoD minutes dated Nov. 12,
1991:
"MOTION TO AMEND BYLAWS"
*It was moved by Mr. Steinkrauss and seconded by Mr. Infante to amend
Article V, Section III of DCU's Bylaws in accordance with the Standard
NCUA Bylaw amendment. The motion carried unanimously."
Last I knew this was not a standard bylaw number, unless the copy that
I read at DCU headquarters was outdated. Can there be any more doubt
about what this is all about? Are there anymore members out there
willing to cut these Directors any more slack? Forgive them, anymore
transgressions against the membership?
Come to think of it, they need no more slack. They have done quite a
nice job of hanging themselves with the amount they have. They obvious
feel they can't be touched to try and pull something so blatant. That
ballot can't come a day too soon.
|
| 375.7 | Have they learned? | STAR::BUDA | DCU Elections - Vote for a change... | Mon Feb 03 1992 16:40 | 15 |
| This is pure garbage... Our new president and old board really do not
understand what the members want. I will be making my voice heard,
load and clear.
Call DCU and complain.
Write NCUA and let them hear your voice.
This is another way of our president to limit the MEMBERS and what they
can do.
Vote in the upcoming election, so we get a new set of board members who
will change the by laws to favor the membership...
- mark
|
| 375.8 | | 11SRUS::MARK | Waltzing with Bears | Mon Feb 03 1992 17:17 | 7 |
| While I hope a new board will overturn this, I don't think it should
stop there. What I'd like to see is a change in the bylaws that requires
membership approval of future changes. I can't believe that the bylaws need to
be changed frequently enough that it couldn't be handled once a year with the
BoD election ballot.
Mark
|
| 375.9 | | MIZZOU::SHERMAN | ECADSR::Sherman DTN 223-3326 | Mon Feb 03 1992 17:23 | 3 |
| What is the Standard Bylaw Ammendment? If it turns out that the change
made was in accordance with a standard proposed by the NCUA, then (in
spite of the timing) this new change bears objective looking into.
|
| 375.10 | | 6602::MACNEAL | ruck `n' roll | Mon Feb 03 1992 17:27 | 3 |
| I'm amazed that the Board has the power to change the bylaws the way
they do. The organizations I have experience with have required
membership approval of any changes to the bylaws.
|
| 375.11 | Small group trying to take control??? | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Mon Feb 03 1992 18:59 | 38 |
|
The more I think of what the Board has done, the more insulting it is.
Their decision to raise fees was overwhelming rejected by the
membership, they escape being removed from office by a swing of a mere 50
votes, and the membership overwhelmingly demanded they stand for
re-election. One would think that a reasonable person would have
gotten a very clear message from that meeting. Yet 40 minutes later, they
are locked behind closed doors passing bylaw changes which further errode
or eliminate members rights in this credit union. How can a group of
such intelligent people be so deaf and blind to miss the message of the
special meeting?
Since then, numerous messages have been posted in this file, several
mailings have been made to the membership. All good news. DCU has
seen the light. They are changing. But why hasn't DCU told the
membership of these changes in the Bylaws of OUR credit union? Will we
be informed when the Board changes the Bylaws to totally eliminate our
rights as members? Probably not.
DCU would have been safer and in better hands had this "Gang of 7" been
removed at the Special Meeting IMO. I wonder what other surprises we
will find along way to the elections. After petition candidates are on
the ballot, will they then decide to remove that right, or raise the
signatures required to 5000?
Think about this one too. The infamous BoD witchhunting memo states:
"The board will not allow members with limited or no
finance or management experience to control
Massachusetts' largest credit union."
They appear to be carrying this notion even further. Not only will they
not allow the membership to control the credit union, they now appear
to be acting to remove as much membership involvement with the credit
union as possible. I suggest to you that it is THEY who are the small
group who are trying to take control of DCU away from its owners, us.
|
| 375.12 | Yup, that's it | LJOHUB::SYIEK | | Mon Feb 03 1992 19:39 | 53 |
| Re: .11
> ...or eliminate members rights in this credit union. How can a group of
> such intelligent people be so deaf and blind to miss the message of the
> special meeting?
Phil, I think this change in the by-laws is proof positive that this group of
intelligent people did *not* miss the message of the special meeting. In fact,
they got the message loud and clear. The membership was empowering itself, as
well we should, to participate in the management of DCU. They got the message
all right, and obviously they didn't like it. Hence the change in the by-laws.
I have always felt the same sense of surprise, as Keith MacNeal states in .10,
at the seemingly arbitrary powers granted to the board to change the by-laws
without membership participation or even awareness. And they have made full
use of these powers over the course of their tenure. I for one would like to
see the new board examine *all* changes that the current board has made to the
by-laws. In my opinion, however, this will not happen unless a majority of
the new board consists of petition candidates who are not afraid to encourage
membership participation. I think we're fully aware of the current board's
attitude towards that. Whether the nominated candidates would be willing to
review past practices of the current board is questionable, once again, in my
opinion (I don't want to be faulted for pre-judging anyone, but we'd better
prepare ourselves to make some judgements during the election).
> Think about this one too. The infamous BoD witchhunting memo states:
"The board will not allow members with limited or no
finance or management experience to control
Massachusetts' largest credit union."
I think this has become the crux of the issue. The current management (whether
DCU, Digital or both) is determined to maintain control of DCU. It's
unfortunate that they suspect the motives of the general membership when our
objectives ought to be identical. But the attitude at this point seems to be,
if you'll pardon the cliche, "we musn't have the inmates running the asylum."
In all fairness, the company's concern with the operation of the credit union
is understandable, as we all seem to agree that it is an important employee
benefit. It's just too bad that management seems to view this issue in such an
adversarial light.
.
.
.
> to be acting to remove as much membership involvement with the credit
> union as possible. I suggest to you that it is THEY who are the small
> group who are trying to take control of DCU away from its owners, us.
As I see very little evidence of past "control" or even participation on the
part of DCU shareholders (dating to the Choices brochure in any case) I think
*maintain* control is a more apt description.
Jim
|
| 375.13 | Every action has an underlying reason | SMAUG::GARROD | An Englishman's mind works best when it is almost too late | Mon Feb 03 1992 19:49 | 17 |
| This is a question I'm asking myself. I'll ask it out loud:
"The current board seems to be going to extreme lengths for them or
their nominees to maintain control of the credit union why is this?
I can speculate as to reasons but I can't yet believe any of them.
1, They have something to hide that if revealed would embarass
one or more board members.
2, They genuinely believe that they or their annointed successors
are the only ones capable of running the credit union.
3, If the credit union changed their policies they would personally
somehow suffer financial loss.
This is all a mystery to me. Any light anyone could throw on my
questions would make me sleep easier."
Dave
|
| 375.14 | | TOMK::KRUPINSKI | Congressional Slave | Mon Feb 03 1992 20:19 | 14 |
| Thank you, Board of Directors.
Recently, I had been worried. A series of apparently reasonable
steps had been taken to move the Credit Union back on the right
path. It seemed to me that people would get complacent. Maybe
they would be fooled. Maybe, they might think, the BoD has seen
the light, and we don't need to be vigilant any more. Maybe signing
candidate petitions is a waste of time. Maybe electing reformers to
the BoD isn't as important as we thought. Maybe we can slack off in
our efforts.
I'm not worried anymore.
Tom_K
|
| 375.15 | Big Brass B___s | STRATA::JOERILEY | Everyone Can Dream... | Tue Feb 04 1992 02:11 | 7 |
|
I've belonged to a number of organizations over the years, granted
none of them where the size of DCU but not one of them could change the
by-laws without membership approval. Apparently the DCU bod has this
power, I personally think it should be rescinded.
Joe
|
| 375.16 | next change? | SLOAN::HOM | | Tue Feb 04 1992 07:39 | 12 |
| Signatures Required
Old New
---- -----
Special meeting 200 5000
Petition Candidates 500 1250 (?) Assuming straight ratio.
Since the board is still in place, they are no doubt accessing the
campaign for petition candidates. If successful, there is nothing
to prevent the board from changing the bylaws while they are still
in power.
|
| 375.17 | | SQM::MACDONALD | | Tue Feb 04 1992 08:43 | 20 |
|
Re: .13
> 2, They genuinely believe that they or their annointed successors
> are the only ones capable of running the credit union.
I think this is the one. I also don't find what they've done
surprising. They've gotten message loud and clear. There is NO
misunderstanding. Their power to be arbitrary and unilateral is
being challenged and they are moving as fast as their little feet will
carry them to head off that challenge.
There may be irregularities in the operations of the DCU that they
don't want us to know about, but I think there's only one word needed
to identify the overriding issue: EGO. Mark Steinkraus' attitude and
behavior at the special meeting revealed it all. Their egos simply
can't abide what is going. It's no mystery, really.
Steve
|
| 375.18 | | WLDBIL::KILGORE | DCU Elections -- Vote for a change... | Tue Feb 04 1992 09:10 | 33 |
|
Re .16:
The board seems to have successfully raised the requirements for a
special meeting. However, at least for the upcoming election, and I
quote from the petition form made available by Patti D'Addieco:
"In compliance with our bylaws, this petition must be signed
by one (1%) percent of or a maximum of 500 eligible voting
members of Digital Employees' Federal Credit Union."
They were too late to submarine the special meeting, and if they're
thinking about changing the requirements for petition candidates,
they're to late to affect the outcome of this election (unless they are
prepared to take on the mother of all membership battles).
I propose the following amendments to the DCU bylaws:
o all bylaw amendments as of 01-Jul-1991 be rescinded (date is
negotiable, but should be on or about the time the feces first
hit the ventilator)
o all bylaw amendments be presented for voting at the annual
memnership meeting, with a simple majority necessary for
ratification before the amdnement takes effect
o emergency bylaws amendments may be made at any time, subject to
approval by simple majority at a special meeting to be called
within 45 days of such amendments
I predict that any candidate who promises to make changes of this
nature immediately on taking office, will be elected.
|
| 375.19 | 200, 2000, 5000, no problem | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Tue Feb 04 1992 09:30 | 22 |
|
Hmmmmmm..... We got 1220 signatures before. So now we need 2000 or
5000 huh? Sounds like the Board is challenging the membership. I
would dearly LOVE to rise to the occasion. I would venture to bet
the outcome on a similar "remove the Board" vote would not be the
same. If there is an ego problem here, a good dose of special meeting
removal may be just remedy. Oh well, too bad they'll be gone by the
time DCU would call the meeting.
We must make the Board understand, simple numbers like this will
not get in our way. They may slow us, a little. But hey, what's a day
or two more in the cafe? We'll get to meet that many more PO'ed DCU
members that are ready, willing and able to straighten out this mess we
call DCU.
And all this from people who work for a company whose overriding
principle is:
"Do the right thing."
Go figure...
|
| 375.20 | | 2183::GILLETT | And you may ask yourself, 'How do I work this?' | Tue Feb 04 1992 09:33 | 23 |
| Following the now infamous Special Meeting, I approached the head table and spoke
at length with Mark Steinkrauss. We discussed a number of issues, and the discussion
eventually turned to the topic of what both sides had learned from this experience.
Mark remarked (paraphrasing now) that one of things that he and the Board had learned
was that communication was key, and that they should not take the opinions of DCU
notes-file noters for granted. I remarked that communication with members was a big
issue, and that they shouldn't take the opinions of any DCU member, noter or not,
for granted.
I left the Special Meeting feeling like maybe the Board had heard something there,
and that perhaps they would now go through some agonizing reappraisal of what Board
membership meant, and what their responsibilities to the membership included.
And so, while I was driving home feeling generally good about all that the membership
had accomplished, the Board was perhaps in a room at the Tara taking steps to take
back DCU from its members, to further distance the Board from the membership, and to
help insure that business would indeed continue to be "business as usual."
Seems like nobody heard what was said that night. The membership spoke, but did
the Board *really* understand? My belief is that they did not.
./chris
|
| 375.21 | | CVG::THOMPSON | Radical Centralist | Tue Feb 04 1992 09:33 | 17 |
| My understanding is that the 500 signatures required for a petition
candidate is the largest number allowable under NCUA regulations. That
may or may not be why that number has not been moved upwards. I do
believe that number is higher than it should be.
Also as .18 said I would like to see a number of the more recent
by-law changes rolled back (I'm not sure I know all the changes and
it may be that some are good.). Also it seems very logical that by-law
changes in an organization be voted on by the membership. I believe
that even Digital's BoD cannot change Digital's by-laws (or what ever
the correct term is) with out a vote of the stock holders.
Surely people who insist that all 88,000 members have a voice in
picking the BoD could not object to those people having a voice in
the by-laws. Right?
Alfred
|
| 375.22 | DCU Membership Bill of Rights | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Tue Feb 04 1992 09:37 | 15 |
|
RE: .18
I would allow the BoD to make changes to SOME of the Bylaws by their
vote on an emergency basis, subject to approval on the next ballot in
the general election.
However, there are Bylaws dealing with MEMBERSHIP RIGHTS, such as
petition candidates, special meetings, involvement with committees,
etc. which must be OFF LIMITS to changes by the BoD; a DCU Membership
Bill of Rights. Changes to these would require 2/3 vote OF THE
MEMBERSHIP on the ballot.
This baloney must never be allowed to happen again.
|
| 375.23 | don't take it too far... | SSBN1::YANKES | | Tue Feb 04 1992 13:30 | 22 |
|
Re: .22
Good idea, but I'd suggest having the by-laws be changed by a
2/3rds vote of the people voting (with reasonable minimum vote totals
put in place to keep 4 out of 6 people from claiming they are
2/3rds...), not 2/3rds of the entire membership. I was once on the
board of a condo that had a by-law provision given to us by the original
developer that even though everyone hated and wanted to get rid of, we
couldn't get it done by ballot. Our rules stipulated a 2/3rds vote of
a quorum of >50% of the association, and even combining how much everyone
hated this provision and us having the easy capability of going
door-to-door to get proxies, we still couldn't line up the votes needed.
Trying to make DCU get 2/3rds vote of the entire membership would be
virtually impossible given the number of people who will just toss the
ballot in the garbage can.
Strive for membership involvement, but don't make it impossible to
ever change anything.
-craig
|
| 375.24 | | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Tue Feb 04 1992 14:45 | 7 |
|
RE: .23
Good point... I did mean 2/3 of the votes cast. Not sure where we'd
place the 'minimum vote total' though. That could get pretty sticky
too.
|
| 375.25 | How aboutthest for minimums | STAR::PARKE | True Engineers Combat Obfuscation | Tue Feb 04 1992 15:12 | 4 |
| 2/3 of 2000 if we can get 5 to represent them
Or 2/3 of 5000
}8-)}
|
| 375.26 | | 6602::MACNEAL | ruck `n' roll | Tue Feb 04 1992 15:38 | 5 |
| � Good point... I did mean 2/3 of the votes cast. Not sure where we'd
� place the 'minimum vote total' though. That could get pretty sticky
� too.
Not that sticky. Defining a quorum takes care of it.
|
| 375.27 | | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Tue Feb 04 1992 16:04 | 5 |
|
RE: .26
A quorum?? Current quorum is 15. That low?
|
| 375.28 | | 6602::MACNEAL | ruck `n' roll | Tue Feb 04 1992 16:15 | 11 |
| � A quorum?? Current quorum is 15. That low?
The quorum for the Annual General Meeting is only 15? That does seem
awfully low.
Speaking generally, yes, quorums are defined to address the question of
how many voters make a vote valid. They are set by the organization.
Some quorums are a simple majority (50% of voting members + 1 in
attendance), sometimes it's 2/3, sometimes it's lower (a simple
majority in the case of DCU would be unrealistic. I doubt we'd get
44,001 members at the AGM).
|
| 375.29 | | GUFFAW::GRANSEWICZ | Someday, DCU will be a credit union. | Tue Feb 04 1992 18:06 | 5 |
|
Yes, 15 is the quorum unless it has been changed. I have an Aug. 1991
copy of the Bylaws.
Back to sticky.... 8-)
|
| 375.30 | | SSBN1::YANKES | | Tue Feb 04 1992 21:42 | 25 |
|
Re: .last few
There is no reason why the quorum for meetings has to be the same
quorum for voting on by-laws changes. Regular annual meetings do not
infer (or shouldn't ;-) infer by-laws changes.
Given peoples' propensities to throw away ballots when they arrive
in the mail, I'd suggest the by-laws change quorum being 10% of the DCU
membership casting a vote with passing being 2/3rds of the votes cast
being "yes". 10% might sound low, but a 10% return on a mailing is a
pretty good rate and is probably giving a decent cross-section of the
membership. Coupling that with 2/3rds of the respondants saying
"yes", I think the voted on by-laws change would reflect the desires of
the membership even if it was decided by the minimum 6 2/3% of the
entire membership.
While I'm rewriting the by-laws in notes ;-), I'd keep the annual
meeting quorum at 15. When things are going well and there are no
controversies getting everyone's attention, it can be tough to get
people out to boring annual meetings. Set the limit up too high to
force membership participation and the result might be meetings that
have to be postponed until a quorum can be rounded up.
-craig
|
| 375.31 | | QUINCE::MADDEN | Channel surfer in training... | Wed Feb 05 1992 08:10 | 5 |
| > Set the limit up too high to
> force membership participation and the result might be meetings that
> have to be postponed until a quorum can be rounded up.
No problem, all they'd have to do is invite the tellers. :-P
|
| 375.32 | MAX + 1 | AIDEV::POLIKOFF | LMO2-1/C11 Marlboro MA 296-5391 | Wed Feb 05 1992 19:21 | 4 |
| I really expected more from the BOD. I thought the number of
signatures would be the number of the total membership plus 1.
:*) Arnie
|
| 375.33 | Some other changes of the bylaws | SLOAN::HOM | | Thu Feb 27 1992 07:44 | 26 |
| 1. Article VIII Board Officers
Section 1
"One board officer, the Treasurer, may be compensated for his
services to such extent as may be determined by the board."
This may not be necessarily bad. If the duties of the Treasurer
requires significant work, than that work should be recognized and
of course, the compensation be made public to the extent allowed by
law.
2. Article VIII Board Officers
Section 2.
"The president sall preside at all meetings of the members
and at all meetings of the board,...."
If the board is more than a rubber stamp, it may not matter
who presides. On the otherhand....
3. Article VI, Elections
Section 1
".. the president shall appoint a nominating committee..."
|
| 375.34 | | GUFFAW::GRANSEWICZ | Vote for DCU Petition Candidates | Thu Feb 27 1992 12:34 | 19 |
|
RE: .33
Any compensation paid to any Director should be made public IMO.
The Board has transferred power from the Board (who is supposed to
represent the membership and is supposed to be accountable to the
membership) to the DCU President (who represents the credit union and
who is NOT accountable to us). This is dilution of the powers of the
Board, and indirectly of the membership. Given what this credit union
has gone through over the last x years, is this the time to be vesting
MORE power in the DCU President's position?
I believe the first transfer to the President, is a bad change and it
should be maintained by the Chairman. I think the second transfer might
better be done to the Supervisory Committee. I would also like to see
the Supervisory Committee an elected position to make it truly independent
of the Board.
|
| 375.35 | Upping the ante | SMAUG::GARROD | An Englishman's mind works best when it is almost too late | Thu Feb 27 1992 12:47 | 16 |
| This is all beginning to hang together now.
The bylaws are being changed to take away power from the BOD and give
it directly to the president.
DIDN'T THE DCU LEARN ANYTHING FROM THE MANGONE SCAM. HE WAS THE
PRESIDENT.
I wonder if the powers that be are actually concerned that the
candidates in favor of reform will actually win. Still if even the
board gets newtered there is still the special meeting provision.
2000 signatures shouldn't be any big deal in the future if it becomes
necessary.
I guess the stakes have been raised and this is now a game of hard pool.
Dave
|
| 375.36 | No thought given to the last comment... | ERLANG::MILLEVILLE | | Thu Feb 27 1992 13:23 | 26 |
|
.35> DIDN'T THE DCU LEARN ANYTHING FROM THE MANGONE SCAM. HE WAS THE
.35> PRESIDENT.
This comment was not thought through very well. Just because one person steals
from a bank, that doesn't mean that EVERYONE in that position will steal. Most
certainly they DID remember Mr. Mangone, but saw that this President isn't
another 'Mangone', so felt safe in passing the power. From what I have seen of
the credentials of the new President, I see nothing wrong with passing this
power to him.
Maintaining an attitude of pessimism will only exascerbate the current condi-
tions. The bank management has to begin to trust so that it can ESTABLISH a
trust in their leader. This will in turn GRADUALLY translate into customer
trust of the institution.
Times are hard - sometimes the management AND CUSTOMERS have to 'bite the bul-
let' to establish a new base of trust. I believe in DCU and want to see it
succeed. Just because the management made some mistakes doesn't mean it is a
bad institution. Others have made mistakes and come out stronger. I have
noticed that there are entrants to this conference who, after seeing some bad
investments, feel the whole management needs to be changed. I am certain that
the BoD knows of the discontent that is among DCU's customers. They know that
if they don't clear up their act that DCU will fold. Let's give them a chance
to clear up their act. If they don't, THEN we can act. Until then, I'll stay
put.
|
| 375.37 | "president" = Coburn or just sloppy revision? | VAXWRK::TCHEN | Weimin Tchen VAXworks 223-6004 PKO2 | Thu Feb 27 1992 13:33 | 29 |
| > <<< Note 375.33 by SLOAN::HOM >>>
> -< Some other changes of the bylaws >-
>2. Article VIII Board Officers
> Section 2.
> "The president sall preside at all meetings of the members
> and at all meetings of the board,...."
I don't clearly recall the new bylaws, but it seemed that many
revisions of wording were made (in addition to major changes such as
petitioning for a special meeting). In atleast two cases the revisions
were sloppy i.e. the typist left in "check one" of a list of options.
I first thought that "president" meant Coburn, but later there were
references to "prevident" & "vice-president" where the previous version
used "chairman" & "vice-chairman". So perhaps this was a sloppy attempt
to use gender-independent terms. However, a section on officer
definitions uses "chairman". Or perhaps this was intended to put the
power w/ Coburn rather than w/ a dissident board.
Changes that seemed interesting to me concerned:
the allowance of loans to organizations (in excess of the
organization's deposits) for organizations where a majority were
DCU members (if I read that correctly :-} );
changing the amount of legal support for DCU officials.
|
| 375.38 | | SSDEVO::EGGERS | Anybody can fly with an engine. | Thu Feb 27 1992 13:38 | 3 |
| I don't think there is an issue with putting power in the hands of the
president to keep it out of the hands of a dissident board. A
dissident board can merely change the bylaws again.
|
| 375.39 | Explanation | SMAUG::GARROD | An Englishman's mind works best when it is almost too late | Thu Feb 27 1992 13:54 | 12 |
| The reason I'm upset at this is not because I have a beef with the
current president. Bylaws are meant to protect an organization from
future possible problems. Just because an individual holding a position
wouldn't dream of misusing it doesn't mean he should be given absolute
power to misuse it. Bylaws are like a consitution. They are meant to
provide checks and balances.
My comment about the past president is that it appears that he used his
POSITION to defraud the DCU. It makes no sense to take even more power
away from the owners and vest it in a paid manager.
Dave
|
| 375.40 | When to act? | RGB::SEILER | Larry Seiler | Thu Feb 27 1992 14:18 | 30 |
| I agree with the comment in .36 that "others have made mistakes and come
out stronger." However, in my experience, this *only* happens when those
who made the mistakes realize that they made mistakes and correct them.
Rather than listing the many things that make me believe that the current
Board has not learned from their mistakes, I'll just note that I also
went through a long period of giving them a chance to "clear up their
act", and of trying hard to create consensus with them on what the
problems were and how they could be solved.
After several months of this, I finally realized that there was no chance
that my efforts could have success -- nothing I could do would change
the many mistakes that I felt the current Board was still making.
I strongly urge the author of .36 (and all like minded people) to act to
improve the DCU and to help the Board to see and correct whatever mistakes
you think they have made. The result will either be a better DCU, or
more people who, like me, see that the only way to correct their mistakes
is to replace the Board with candidates who publically state that they
will correct the mistakes that the current Board is making.
The one thing that I ask that you not do is to prejudge those of us who
have already travelled that road. I'd far rather believe as .36 expresses,
that the current Board understands what's wrong and will fix it. I can't
believe that -- my experiences won't let me. I don't ask you to trust
my experiences, but if you don't, then I challenge you to test them for
yourself. And then vote and act in the way you think is best for the DCU.
Enjoy,
Larry
|
| 375.41 | | WLDBIL::KILGORE | DCU Elections -- Vote for a change... | Thu Feb 27 1992 14:27 | 18 |
|
RE .36:
At the first "town meeting" called last year by DCU, I specifically
asked why I should trust that the Mangone affair or something similar
wouldn't happen again. I was told that a system of checks and balances
was being put in place so that no one person had the power to swindle
our credit union. This had nothing to do with paranoid suspicions about
the new president; it was simply good business practice for the largest
credit union in Massachusetts. Many members of the board nodded in
affirmation as the chairman answered my question.
Now I am made aware of a series of changes in the DCU bylaws that
indicate a trend in exactly the opposite direction.
Why should this lead me to believe that the DCU problems will go away
if I simply exhibit optimism and patience?
|
| 375.42 | Not again... | STAR::BUDA | DCU Elections - Vote for a change... | Thu Feb 27 1992 18:39 | 20 |
| >This comment was not thought through very well. Just because one person steals
>from a bank, that doesn't mean that EVERYONE in that position will steal. Most
>certainly they DID remember Mr. Mangone, but saw that this President isn't
>another 'Mangone', so felt safe in passing the power. From what I have seen of
>the credentials of the new President, I see nothing wrong with passing this
>power to him.
>Maintaining an attitude of pessimism will only exascerbate the current condi-
>tions. The bank management has to begin to trust so that it can ESTABLISH a
>trust in their leader. This will in turn GRADUALLY translate into customer
>trust of the institution.
Burnt once, shame on you. Burnt twice shame on me...
When I first started with DCU, I thought Mangone was just as good as
Cockburn. Now looking back, I put too much faith in one person. Never
again. There needs to be checks and balcances.
-mark
|
| 375.43 | Questions on how the chairperson is selected... | BTOVT::EDSON_D | that was this...then is now | Wed Mar 11 1992 12:59 | 8 |
| I'm sure I missed it in the bylaws, I searched for both chair and
executive, but how is the chairperson selected? Is it the person who
gets the most votes? Is it up to the new BoD to elect the chairperson?
Also, is this a lifetime position, provided the person still resides
on the board? Mark has held this position for a long time.
Don
|
| 375.44 | | GUFFAW::GRANSEWICZ | Vote for DCU Petition Candidates | Wed Mar 11 1992 13:46 | 4 |
|
The Chair(wo)man is selected by the other Board members. It is done
every year at the first meeting after the election.
|
| 375.45 | | BTOVT::EDSON_D | that was this...then is now | Wed Mar 11 1992 14:08 | 5 |
| re .44
Phil, did you find this in the bylaws? If not, how do you know this?
Don
|
| 375.46 | | GUFFAW::GRANSEWICZ | Vote for DCU Petition Candidates | Wed Mar 11 1992 15:14 | 6 |
|
RE: .45
I'm not sure if it's in the Bylaws. I don't have my copy with me right
now. But I remember reading it in the meeting minutes. I'll refresh
my memory tonight and get back to you.
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| 375.47 | Chairman elected by the board | PLOUGH::KINZELMAN | Paul Kinzelman | Wed Mar 11 1992 15:38 | 8 |
| Article VIII...
Section 1. The board officers of thus credit union shall be comprised
of an executive officer, one or more assistant executive officers, a
financial officer, and a recording officer, all of whom shall be elected
by the board and from their number.
I assume by "executive officer" they mean "chair(wo)man".
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| 375.48 | My minor question was answered, thanks! | BTOVT::EDSON_D | that was this...then is now | Fri Mar 13 1992 11:59 | 6 |
| re .47
Thanks for pointing this out! I must've overlooked it when I searched
for executive.
Don
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