Conference 7.286::dcu

    Alfred,
    	Re. Not just platform but experience.
    
    Is this really meant as a statement, or was it a question.  The reason
    I ask, is that most of your other comments are questions.  I hope it
    was a question rather than a statemen, because my personal feeling is
    that experience is a plus, but not necessary.  I am sure that not many
    people that want to run have the experience, but are capable.
    
    In my mind, the platform and the ability to articulate that agenda,
    with the desire and energy to apply it, is what i look for.  Other than
    that one concern with .0, I agree with the questions you raise.
    
    Jim Morton
    

>    	Re. Not just platform but experience.
>    
>    Is this really meant as a statement, or was it a question.  
    
    What I meant is that I am, of course, interested in what people want
    their candidates platform to be *but* that I am also interested in
    what other things will help people pick their candidate. If, for
    example, 10 candidates share your views what will you use to make
    the final cut to 7?
    
    			Alfred

    Alfred,
    	Thanks, I really didn't understand.  I agree, that if more than one
    candidate shares the same platform, that experience among other factors
    will be used to decide.
    
    Jim Morton
    

		I am also in Colorado, and I will be looking in this
	notes file for more complete information about the BoD profiles
	than what will be sent out by the DCU.  From what I have read
	so far, the DCU pronouncements are not to be trusted because they
	will be one-sided, and, therefore, inaccurate.  It would be a 
	great service to the Digital employees to be able to hear more
	sides than just DCU.  Put the entries in and we can then extract
	and distribute for a more complete understanding of whom we have
	to vote for.

	Charles

    I would like to see a definitive description of the responsibilities
    of the DCU Board of Directors. "Set direction" is a little to vague
    to make a decision of qualification.

    Then I would like candidates to campaign by describing their expertise
    and experience that meet these responsibilities, as well as their
    general philosophy with regard to credit unions and their specific
    goals to guide DCU to match their philosophy.

    I'm willing to bet that "a reasonable amount of Digital seniority" will
    be a meaningless qualification with regard to the above.
    

    I agree with .5 that we need to know what the Board's responsibilites
    are. I must admit that I have NO idea what they do. Just that things
    are going so great right now. :-} In picking someone who you'd like to
    have on the board, it would really help to know what they are supposed
    to be doing.
    
    RE: .1 "Does high position at Digital help or hurt in your eyes?"
    
    	Neither. I don't believe it should be an issue. If someone is
    qualified, and they hold a view for the DCU that is similar to mine,
    then that is what is important. Not if they are in upper management or
    not.
    
    	As far as what is important besides "agreement with you on general
    principles", well, as I mention above, until I know what they are
    supposed to do, I can't really judge their qualifications.
    
    	James.

.6> If someone is qualified,

	Define "qualified" please. Thanks.

				Alfred

    Re: .6:  "The board's responsibilities".
    
    I've been asking this very question, both of the board, and of the DCU
    itself.  But, I draw a distinction between the responsibilities as
    defined on paper, in the various charters, bylaws and NCUA guidelines
    and the real responsibilities once you're in a board meeting.  The
    answers to the paper question can be found by trundling down to your
    nearest branch and asking to view the bylaws.  I haven't done so myself
    yet because I have a real job to do.
    
    Answers to questions about what it is like to sit on the board (the
    difference between MS Flight Simulator and sitting in the pilot's seat)
    can only be obtained by asking someone who's been there.  I have done
    so, and gotten answers from a majority of the board.  I would seriously
    suggest that if you have questions, you ask them.  And, remember, you
    draw more flies with honey than vinegar.

    In the package is a copy of a page, which I assume has been taken from
    the NCUA guidelines, entitled "Federal Credit Union Organization
    Chart".  It is very small print and would take me too long to type it
    in.  I will FAX it to someone who would volunteer to type it in. 
    The first inquiries via MAIL to me with a return FAX number wins the
    prize.

    
    Re .8:
    
    Good idea; but since you've already asked, would it be useful to share
    some of the information you've gathered here?
    

	I'd like to see a variety of folks on the Board. A few DEC VPs
	would be fine. As would a couple plain folks like myself. Wouldn't
	want the Board to be made up only of one or the other.

	Some folks with no formal financial experience, but who have
	a good sense of the "real world" and of common sense.

				Tom_K

    
    In a nutshell, I am looking for candidates who understand
    that it is OUR credit union, that it exists FOR the members not
    for some faceless group of investors somewhere, and that the
    wishes of the members should be the primary driving force for
    what direction the DCU should take.
    
    Any other issues like what banks are doing should be secondary
    and only be factored in as part of trying to first satisfy the
    members while not shooting ourselves in the foot.
    
    Steve
    

    re: .10:
    
    The questions centered around time investment and qualifications.  I
    will summarize the answers.
    
    Time:  Before the crisis it took 10-15 hours per month in meetings and
    preparation.  New members should expect an additional 10-15 hours
    (20-30 total) until they are "up to speed".  The respondents also
    indicated that they felt more than that would be necessary until the
    current "crisis" [my word] is over but that it should eventually return
    to that.
    
    Qualifications:  Not to worry, the existing board and DCU management
    will help to bring  new people up to speed.  (The framework of the
    question was in the old mode - only two seats were up - so the
    assumption was that enough old members would be around to provide the
    mentoring.  Of course, this is now subject to change.)

At least one member of the new Board should:

   o  be of sufficient moral fiber to take positions as dictated by
      personal conscience, and not toady to the Chairman

   o  be sufficiently resolute to communicate personally with the membership,
      and to take personal responsibility for those communications

(On these grounds almost any challenger would seem to have an opportunity to
gain a lap on the incumbents.  It also probably takes care of any speculation
about how many VPs will end up on the Board.  Do you suppose any new VPs are
thinking of running?)

.5>    I would like to see a definitive description of the responsibilities
.5>    of the DCU Board of Directors. "Set direction" is a little to vague
.5>    to make a decision of qualification.

.9>    In the package is a copy of a page, which I assume has been taken from
.9>    the NCUA guidelines, entitled "Federal Credit Union Organization
.9>    Chart".


From the sheet included in the official DCU candidate's kit  (emphasis added;
privilege of being the typer-in):


     
                 Federal Credit Union Organization Chart

                               Members
                               -------

             Responsibilities:

             1.  Elect board of directors AND CREDIT COMMITTEE.
             2.  Participate in membership meetings.
             3.  Promote participation in and use of credit union services.
             4.  Repay loans as agreed.
             5.  REMOVE ANY OFFICIAL FOR CAUSE.
             6.  Expel members for cause.


Credit                         Board of                            Supervisory
Committee                      Directors                           Committee
---------                      ---------                           -----------

             (The "organization chart" shows all three of
             these columns on the same level, below "Members".
             I have typed in only the BoD column, although the
             other two columns also make interesting reading.)

             Responsibilities:

             1.  Maintain general direction and control.
             2.  Meet an least monthly and maintain minutes.
             3.  Establish operating policy and procedures.
             4.  Elect board officers AND FIX COMPENSATION
                   OF SPECIFIED OFFICER.    [?? - that's the exact wording]
             5.  If bylaws provide, appoint credit committee or
                   loan officer(s).
             6.  APPOINT SUPERVISORY COMMITTEE.
             7.  Appoint membership officer, executive and other committees.
             8.  Hire, fix duties and compensation of employees
                   and set personnel policies.
             9.  Maintain confidential relations with members.
            10.  Act on membership applications.
            11.  Determine classes of accounts and fix maximum individual
                   share limit, when appropriate.
            12.  FIX LOAN POLICIES REGARDING LOAN MAXIMUMS, INTEREST RATE,
                   MATURITY, AND SECURITY.
            13.  Establish collection policies and procedures and
                   fix late charges.
            14.  DESIGNATE DEPOSITORY FOR FUNDS.
            15.  AUTHORIZE INVESTMENTS AND BORROWING.
            16.  DECLARE DIVIDENDS and interest refunds.
            17.  DETERMINE SURETY BOND NEEDS AT LEAST ANNUALLY.
            18.  Authorize necessary insurance.
            19.  Provide necessary service facilities.
            20.  ACT ON LOANS TO DIRECTORS, CREDIT AND SUPERVISORY COMMITTEE
                   MEMBERS IN EXCESS OF $10,000.
            21.  Appoint a security officer and supervise security program.
            22.  Establish a records preservation program.
            23.  Request approval of charter and non-standard bylaw amendments.
            24.  Plan and hold annual meeting, REPORT TO MEMBERS, and
                   maintain minutes.

            [unnumbered:]  The board of directors may adopt a bylaw amendment
            eliminating the credit committee and vesting the committee's
            authority in one or more loan officers appointed by the board.

    I am not at all certain that this is part of the standard "official DCU
    candidate's kit".  It was included as part of answers to some questions
    I asked.  I doubt it is part of every kit.
    
    Furthermore, this looks to be from a NCUA package.  CU's are allowed to
    augment this.  For example, the item about compensation for the board
    has been established by the board: there is none.
    
    I said it was interesting.  (Bill, thanks for typing it in.  I think
    the other parts are interesting too, and would appreciate it if you'd
    post the whole thing.  That was my intent when I offered it up.)

.15>        17.  DETERMINE SURETY BOND NEEDS AT LEAST ANNUALLY.


If the Board is going to allow the President to commit the credit union to
significant (say $18M?) obligations then this would seem to say that the Board
is responsible for noticing the need for a commensurate surety bond.

Failure to fully and faithfully discharge all responsibilites isn't the same
as outright "wrongdoing" (of which none has been found), of course.  It MIGHT
be something to consider when voting, however.

.16>    I am not at all certain that this is part of the standard "official
.16>    DCU candidate's kit".  It was included as part of answers to some
.16>    questions I asked.  I doubt it is part of every kit.


It was part of the official candidate's kit.

There were three things in an 8-1/2 x 11 white envelope, postmarked in
Maynard on November 15:

   1)  A letter on DCU stationery from Mary Madden, which begins
       "Thank you ... for requesting a candidate's kit for a position
       on Digital Credit Union's board of directors."

   2)  The two-page questionnaire (which includes the authorization
       for "whatever credit inquiries" discussed elsewhere).

   3)  The photocopied "organization chart" from which .15 was typed in.

.16>    I said it was interesting.  (Bill, thanks for typing it in.  I think
.16>    the other parts are interesting too, and would appreciate it if you'd
.16>    post the whole thing.  That was my intent when I offered it up.)


Ow.  Should I take that as work direction?     :)

Tell you what -- how about you enter the other parts of the org chart, Tony,
and I'll post Mary Madden's letter...

-----------------------------------------------------------------------

... Enclosed find a questionnaire and a brief overview of board of director
responsibilities.  The questionnaire must be returned to me with a copy of
your resume by December 2, 1991.

Once I receive this information, I will pass it along to the three members
of our nominating committee and will then set an interview time for you.
This year, we are holding our interviews on Wednesday, December 11th at
DCU's headquarters, 141 Parker Street in Maynard.  The interview will take
about 20 minutes.

I urge you to interview on this day if at all possible, however, if you have
scheduling conflict, please feel free to call me for interview options.

Briefly, the board is made up of seven members.  They usually meet on the last
Thursday of each month.  There are two positions to be filled this year.  The
ballots will be mailed in March and you must be a member of the credit union
to run.

If you have any questions, please feel free to call me at DTN/223-6735 or
508/493-6735, x207.

Best regards,
/s
MARY D. MADDEN
Director of Communications

enc:
questionnaire
list of board responsibilities

>Briefly, the board is made up of seven members.  They usually meet on the last
>Thursday of each month.  There are two positions to be filled this year.  The
>ballots will be mailed in March and you must be a member of the credit union
>to run.

	Note that this and all other dates in the letter are subject to change
	because of the special election. I was told that candidates will be
	kept up to date on the process.

			Alfred

    
    This is the rest of the sheet that was partially entered in .15.
    
    It's laid out like this:
    
    ------------------------------------------------------------------------
    
                 Federal Credit Union organization Chart
    
    
                                  Members
                           Responsibilities:
                                 [see .15]
    
    
    
       Credit Committee      Board of Directors      Supervisory Committee
    Responsibilities:      Responsibilities:       Responsibilities:
         [see below]             [see .15]              [see below]
    
    
    The board of directors may adopt a bylaw amendment eliminating the
    credit committee and vesting the committee's authority in one or more
    loan officers appointed by the board.
    
    ------------------------------------------------------------------------
    
    
    
    The lists under Credit Committ and Supervisory committee are below:
    
    
                      Credit Committee
    
    Responsibilities:
    
    1. Meet at least monthly and maintain minutes.
    2. Appoint loan officer(s) as needed and delegate authority.
    3. Counsel members in wise use of credit.
    4. Maintain confidential relations with members.
    5. Act on applications for loans and lines of credit.
    6. Act on requests  for release of collateral.
    7. Act on requests for extensions and refinancing of loans.
    8. Act on requests denied by loan officer(s).
    9. Make annual report to members.
    
    
                      Supervisory Committee
    
    Responsibilities:
    
    1. Make or cause to be made audits at least annually.
    2. Submit annual reports to the board of directors and summarize to
       the members at annual meetings.
    3. Verify with members their account balance at least every two years.
    4. Maintain confidential relations with members.
    5. Suspend directors, officers or credit committee members for cause.
    6. Call special membership meetings for cause.
    7. Maintain committee's records.
    8. Request board approval for compensation of clerical and auditing
       assistance.