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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 |
414.0. "DCU POSTING: SPECIAL MEETING MINUTES." by BEIRUT::SUNNAA () Tue Jan 07 1992 09:29
Author: DCU
Date: 06-Jan-1992
Posted-date: 06-Jan-1992
Subject: #2 Nom Comm/Products/Special Meeting
DIGITAL EMPLOYEE'S FEDERAL CREDIT UNION
The following is a draft of the official minutes taken at
DCU's Special Meeting held on November 12, 1991. Please note
that these minutes are in DRAFT FORM and will be approved at
our Annual Meeting on April 23, 1992 (location and time to be
announced).
DRAFT
MINUTES OF DIGITAL EMPLOYEES' FEDERAL CREDIT UNION
SPECIAL MEETING OF MEMBERS HELD ON NOVEMBER 12, 1991
AT THE SHERATON TARA HOTEL, FRAMINGHAM, MA
*The Chair called the meeting to order at 8:05 p.m. and
requested the secretary establish if there was a quorum.
*The Secretary affirmed that there was a quorum by a show of
hands.
*The Chair proceeded to read the three agenda items and
explained the meeting would be conducted under Roberts Rules
of Order.
*The Chair made some personal comments that included some of
the following issues: the defrauding of the credit union and
board by former president, Richard Mangone; fraudulent
participation loan documentation; ongoing litigation and legal
investigations of the fraud; the board's desire for a
financially sound and service driven credit union and; the
board's request for member support.
*Point of Parliamentary Inquiry. Member Jack Hutchinson
requested information as to the procedure for a secret ballot.
The Chair affirmed that there was a procedure in place.
AGENDA ITEM #1
*The Chair read agenda item #1 - "a rescission of all
changes to DCU 'checking' (sharedraft) account terms,
conditions, options and fees made since August 1, 1991.
*It was moved by member David Garrett and seconded to accept
agenda item #1.
*Point of Order. Board member Jack Rugheimer stated that
under the Federal Credit Union Act, the setting of rates and
dividend structures are exclusively within the Board's
authority.
The Chair recognized the point of order, but ruled that
discussion on the motion should still follow.
DISCUSSION PROCEEDED AS FOLLOWS:
*Member Greg Moody requested that the board explain why
checking fees were put in place and questioned the validity of
not allowing members of the credit union to have decision
making input regarding fees.
*Board member Abbott Weiss discussed information regarding the
proposed checking account changes including: DCU's reason for
proposing fees; the Board's subsequent postponement of the
charges; the new credit union president, Chuck Cockburn, and
his plans to examine products, pricing and services; the
credit union's responsibility as a cooperative to offer
relationship based fee structures and to keep the bottomline
as a priority.
*Point of Order. Member Jack Hutchinson inquired as to the
legality of the proposed motion.
The Chair ruled that in his opinion, the motion was not
out of order.
*Member Jerry Van Kinkck stated his shock at the communication
of checking fees via the "More Choices Lifestyle Checking"
brochure. He stated that if the communication was honest and
straightforward, the implementation of fees would not have
been as offensive.
*Member James Williams noted that even if the passing of the
motion has no legal basis, the membership's voting on the
issue would send a message to the Board.
*It was moved to call the previous question by an unidentified
member. The motion was seconded by an unidentified member.
The motion carried by a show of hands.
END OF DISCUSSION OF AGENDA ITEM #1
*At 8:35 p.m., the Chair reread the motion being agenda item
#1 "a rescission of all changes to DCU 'checking'
(sharedraft) account terms, conditions, options and fees made
since August 1, 1991.
The motion carried by a show of hands.
AGENDA ITEM #2
*The Chair then addressed agenda item #2 "the removal of all
DCU Directors, under Article XIX, Section 3 of the DCU
Bylaws."
*Point of Order. Member Steve McDonald questioned definition
of majority.
The Chair explained that a simple majority is all that is
required.
*Point of Information. Member Gim Hom suggested that two
discussion lines (pro and con) be created for item
discussion.
The Chair ruled that discussion should proceed by a
raising of voting cards and recognition by the Chair.
Point of Order. Member Claude Berube stated that the chairing
of the meeting by DCU's Chairman of the Board was a conflict
of interest due to the nature of certain agenda items.
The Chair ruled that the Board Chairman routinely presides
at member meetings, that there was no provision made in the
petition for an alternative Chair and that since there was no
disciplinary action pending against him, there was no conflict
of interest.
*It was moved by member Ken Siegal to vote on agenda item #2.
The motion was seconded.
*Point of Order. Board member Jack Rugheimer stated
procedural steps had not been taken to protect the rights of
the Directors and that the removal of all Directors would
create an illegal situation in that the Federal Credit Union
Act requires a Board of Directors.
The Chair recognized the point, but ruled that discussion
should still continue.
DISCUSSION PROCEEDED AS FOLLOWS:
Point of Order. Member Dirk Lust requested that the Chair
rule on the legality of the motion.
The Chair made no ruling and no objection was taken.
*Point of Order. Member Stephanie Chase announced the need
for an impartial facilitator and that the current chair was
inappropriate.
The Chair made no ruling and no objection was taken.
*Point of Order. Member Steve Boylan asked for a ruling as to
the validity of agenda item #2.
The Chair ruled that in his opinion, the item may be
considered.
MOTION TO AMEND
* It was moved by member Peter Briggs and seconded to amend
the motion on the floor to read that the Board would continue
to serve until they were duly replaced.
The Chair ruled the motion out of order stating that
amendments to agenda items are not permitted under credit
union bylaws and that only those petitioned agenda items may
be discussed.
*Point of Inquiry. Member Ron Glover requested a
clarification between agenda item #2 and #3.
The Chair made no ruling and no objection was taken.
*Point of Order. Member Suzanne Nathan suggested that
according to the bylaw, each individual board member should
speak on their own behalf.
The Chair made no ruling and no objection was taken.
*Point of Order. Member Jim Goyem requested that the meeting
go into executive session per a statement in the bylaws.
The Chair made no ruling and no objection was taken.
*Point of Information. Member Dave Garrett stated that
according to Article V, no other related information can be
discussed pertaining to petitioned agenda items.
The Chair made no response.
*It was moved by member Dirk Lust to overrule the Chair's
ruling on amendments to agenda items. There was no second.
*Point of Inquiry. Member Fred Darrow inquired about the
consideration of agenda item #3 prior to agenda item #2.
The Chair made no response.
*Point of Order. Unidentified member noted that there was an
appeal.
The Chair ruled that there was no appeal pending.
*Point of Inquiry. Member Ray Kopasksa asked how to make an
appeal.
The Chair responded he should formally appeal the Chair's
ruling.
APPEAL
*Member David Garrett appealed the chair's ruling that
amendments to agenda items are out of order. The appeal was
seconded.
DISCUSSION OF APPEAL PROCEEDED AS FOLLOWS:
The Chair reiterated that amendments to petitioned items
are not permitted per credit union bylaws.
*Point of Order. Unidentified member stated that an appeal is
not debatable.
The Chair made no ruling and no objection was taken.
*Member Frank Gooley stated that appeals are debatable
according to his experience as town moderator for several
years. He outlined the possibility that amendments to agenda
items could compromise the integrity of items and that he felt
the Chair's ruling on amendments was correct.
*Point of Inquiry. Member Mike Martin questioned if a vote
was currently in progress.
The Chair agreed that a vote was in progress.
[This interpretation by the Chair was incorrect but rendered
moot by later action. This note was supplied by the meeting's
Parliamentarian.]
*Member Dirk Lust moved to call the previous question and
immediately withdrew the call.
*Member Steve Boylan requested clarification on if: there was
an appeal to the Chair's ruling on amendments, then a call of
the previous question, and then a withdrawal of that call.
The Chair agreed on that interpretation.
*Member Bruce McCauley asked if all amendments would be out of
order.
The Chair ruled that in his opinion, any material
amendments would be out of order.
*Member Jim Williams stated that since a legal question exists
as to amendments, the meeting should vote on agenda items as
set forth.
*Member Frank Gooley called the previous question and
subsequently withdrew the call.
WITHDRAWAL OF APPEAL
*At 9:10 p.m., member Dave Garrett withdrew his appeal to the
Chair's ruling on amendments to agenda items. There was no
objection.
DISCUSSION RETURNED TO AGENDA ITEM #2 AND PROCEEDED AS
FOLLOWS:
*The Chair re-read the motion to accept agenda item #2.
*Point of Inquiry. Member Bruce McCauley asked if Board
member would speak on their behalf.
The Chair made no response.
MOTION TO REMOVE CHAIR
*It was moved by member Beverly Chase and seconded to remove
Mark Steinkrauss as the Chair of the Special Meeting.
The Chair ruled the motion out of order.
APPEAL
*Member Mark Buda appealed the ruling of the Chair. The
appeal was seconded.
DISCUSSION OF APPEAL PROCEEDED AS FOLLOWS:
*Point of Inquiry. Member Ken Delpapa asked who would replace
the Chair.
The Chair responded that there was no one designated to
replace him.
*Point of Information. Member Ian Gunn stated that it was
irrelevant to remove the Chair and that meeting attendees were
there to hear the Board speak to items raised on green
information sheet passed out by some members.
The Chair asked if the member would withdraw the appeal.
*Member Mark Buda refused to withdraw the appeal and
reiterated he felt a parliamentarian should preside.
*It was moved by an unnamed member to call the previous
question. The Motion was seconded.
*The Chair requested a vote to end debate. The vote to call
the previous question was upheld by a show of hands.
*The Chair requested a vote on the appeal to the Chair's
ruling that he would retain his position as Chair. The vote
was taken by a show of hands and the Chair's ruling was
sustained.
RETURN TO DISCUSSION OF AGENDA ITEM #2
*Point of Inquiry. Member Jim Kreeger inquired about steps
that have been take to prevent any potential fraud and the
withholding of information on the annual reports.
The Chair made no response.
*Board member Abbott Weiss discussed the implementation of
internal auditing procedures and internal controls including a
new Supervisory Committee, a new outside auditing firm, a
credit union internal auditor that will report to the outside
auditor and the Supervisory Committee. He also discussed the
progress in pending litigation against Richard Mangone and
others, and the receipt of $6 million from the credit union's
bonding company.
*Point of Inquiry. Member Phil Gransewicz inquired if Mr.
Weiss' comments were personal or part of a debate.
The Chair made no response.
*Point of Information. Member David Atkinson stated his hope
that all board members would speak on their own behalf.
The Chair made no response.
*It was moved by member Greg Moody for each board member to be
called on to present their position.
The Chair stated that in his opinion Mr. Weiss spoke for
the Board.
*Member Greg Moody withdrew his motion provided that the
record reflects that all directors were given the opportunity
to speak and that Mr. Weiss spoke on behalf of the Board.
The Chair stated that in his opinion, Mr. Weiss' remarks
represented the position of the entire Board and that this
statement would be made part of the record.
*Member Greg Moody thereupon withdrew his motion.
DISCUSSION RETURNED TO AGENDA ITEM #2 AND PROCEEDED AS
FOLLOWS:
*Member Chuck Cockburn discussed information regarding his
view as the new president of DCU including: his support for
the current Board of Directors; his desire to strengthen the
credit union's financial position and level of service; the
National Credit Union Administration's description of the
Barnstable Community Credit Union fraudulent files as textbook
and immaculate and that they believed the fraud was almost
impossible to detect; his belief that the board should not be
removed because they were duped by Mr. Mangone; his need to
have a strong, experienced board to help him meet his
strategic goals for the credit union.
*It was moved by member Frank Gooley to call the previous
question. The motion was seconded.
*The Chair requested a vote to call the previous question on
agenda item #2. The vote was upheld by a show of hands.
*Member Chris Gillett requested a standing count on the
previous vote.
The Chair proceeded to commence a standing count until it
was pointed out that some members who did not have seats could
not be counted. The Chair then discontinued the standing
count.
*Member Chris Gillett then withdrew his request.
*The Chair re-read the motion to accept agenda item #2.
*Member Sue Sunna requested a secret ballot and then
immediately withdrew her request.
*The Chair called for a vote on agenda item #2 "the removal of
all DCU Directors, under Article XIX, Section 3 of the DCU
Bylaws."
*A majority was not evident by a show of hands and the Chair
requested a head count.
HEAD COUNT FOR AGENDA ITEM #2
*The Teller of Elections, Michael Sacher, explained the head
count procedures to members and proceeded to supervise the
vote.
*At 10:20 p.m., the Teller of Elections presented the results
of the head count to the Chair who read the results as
follows:
"The removal of all DCU Directors, under Article XIX, Section
3 of the DCU Bylaws."
In favor: 540
Opposed: 651
The motion failed to carry.
MOTION TO ADJOURN
*It was moved by member Frank Gooley to adjourn. The motion
was seconded.
DISCUSSION ON ADJOURNMENT PROCEEDED AS FOLLOWS:
*Point of Information. Member Rocky Cardilisco reminded the
Chair to announce the number of registered members at the
meeting.
The Chair announced that 1309 members were registered.
*Point of Order. Member Jack Hutchinson stated it was
irregular under Roberts Rules of Order to adjourn prior to all
agenda items discussed.
The Chair made no ruling and no objection was taken.
*Member David Groff stated he felt #3 should be voted on.
The Chair made no ruling an no objection was taken.
*Member Jim Sayak stated he felt the members should look at
agenda item #3.
The Chair stated that in his opinion, agenda item #3 is
moot due to the failure of agenda item #2 because there were
no vacancies on the board.
*The Chair then asked Mr. Gooley if he would like to withdraw
his motion to adjourn to allow for consideration of agenda
item #3.
*Member Frank Gooley refused to withdraw his motion stating
that once a motion to adjourn is made and seconded, it must be
voted on.
The Chair requested a vote on the motion to adjourn. The
motion failed to carry.
*The Chair read agenda item #3 "a call for new elections
within ninety (90) days of the Special Meeting to fill all
Board of Directors positions, under Article VI of the DCU
Bylaws."
*It was moved and seconded by unidentified members to accept
agenda item #3.
*It was moved by member James Frazier to call the previous
question. The call was seconded.
*The Chair requested a vote to call the previous question.
The vote was upheld by a show of hands.
*The Chair re-read the motion and called for a vote to accept
agenda item #3. The vote was upheld by a a show of hands.
*It was moved and seconded to adjourn by unidentified members.
The Chair requested a vote to adjourn. The vote was upheld by
a show of hands.
**THE MEETING ADJOURNED AT 10:50 P.M.**
| T.R | Title | User | Personal
Name | Date | Lines |
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| 414.1 | My correction! | LJOHUB::BOYLAN | | Tue Jan 07 1992 12:42 | 36 |
| Re: 414.0 - DCU POSTING: SPECIAL MEETING MINUTES.
On the one hand, given the results of the Special Meeting, this point may fall
into the "moot" category. On the other hand, I asked specific questions with
the intent to clarify for the participants the purpose and authority of the
members attending the Special Meeting.
I will point out the following correction at the Annual Meeting.
Approximately two-thirds of the way through the Minutes is the record:
> *Point of Order. Member Steve Boylan asked for a ruling as to
> the validity of agenda item #2.
>
> The Chair ruled that in his opinion, the item may be
> considered.
This does not accurately reflect my recollection of events. Responding to
the specific objections made by Board member Jack Rugheimer, I asked whether
or not the Bylaws contained any provision for removal of the Board of
Directors.
The Chair stated that there is indeed a provision in the Bylaws for the
removal of the Board of Directors.
I then asked whether this Special Meeting had been called and assembled
in accordance with those provisions of the Bylaws.
The Chair responded "In my opinion, Yes."
I then asked whether or not the Special Meeting therefore had the legal
authority to remove the Board of Directors.
The Chair responded "In my opinion, Yes."
- - Steve Boylan
|