Conference 7.286::dcu

    Off the cuff, I would first like to modify the existing ammendments and
    "clean" them up - meaning make changes that would support easier access
    to becoming a candidate, reverse some recent changes that increase the
    number of signatures for special meetings to be called and eliminate
    policies that seem to restrict access to information that SHOULD be
    public.
    
    Secondly, I would support membership review/approval of bylaw changes. 
    Whether 2/3rds is the number or not, I would like to withhold comment
    until I have seem what the voting history for DCU has been.  Changes
    should not be restricted but you would also like to avoid a whip saw
    approach to management of the DCU.
    
    With respect to emergency bylaws, I would agree as well, in principle,
    to what you are attempting to achieve by such an ammendment.  The
    timing of the reversal, I would contend, should be directly related to
    the means and timing of the communication of such a change.  In
    example, if that communication is mandated to be a mailing to all
    members, 45 days might not be sufficient.  If it would come in the form
    of a tool similar to this one (ie. a common notes file and public
    announcements) 45 days may be too long.  I think further definition is
    required to enact such changes, but I would agree in principle to what
    I perceive to be your intent in the proposal.

I'm not a candidate but if you go to put such an ammendment to the by-laws in
place, you should also expressly prohibit its modification via emergency
ammendent.  In other words, there should be some sections of the by-laws,
including at least the ones describing the ammendment process and the
election process, which cannot be changed in any way shape or form for any
period of time without membership approval.

This should also be written so that the "proposed" bylaw changes can (must?)
be passed before the NCUA BEFORE being put to a membership vote.  Though there
is nothing that says bylaw proposals could not be published in Network also,
to allow discussion or reaction before the time of voting.

Perhaps the best way would be:

	... "and the Board of Directors, (within constraints) can take
	      emergency steps outside these Bylaws pending
	      full documentation of the necessity of these actions
	      and/or proposal for modification of the Bylaws to encompass
	      these actions." ...

This would allow one shot, reviewed, emergency measures WITHOUT  bylaw
modification.  E.g. the NCUA says THOU SHALT ... and there is no provision
for ... in the bylaws, in fact it makes no sense in normal operations to include ...
in the bylaws.  (Granted this is VERY contrived).

	(non-candidate answer...)

	I also don't like the emergency change provision.  This could be used
as carte-blanche (or however that is spelled) by some future board to suspend
anything that got in "their" way.  I prefer the by-laws to be cleaned up, made
difficult to change and leave it at that.  DCU day-to-day operational policies
(the only areas I can imagine having emergencies crop up in) should be done
by rules that the board has the discretion to modify.  The rules have to be
subservient to the By-laws, however, so the membership's desires have
precidence and would have to be followed.

	Ok, I'll toss my hat into a ring -- not "the" ring for running for
the Board -- but if the new board wants to have a committee formed to look
over the bylaws and recommend changes, I'll volunteer.

								-craig

(not a candidate)

Personally, I'd be careful in this area. We know that the NCUA has some
control over the bylaws and the amendment process -- we should find out first
whether the NCUA would allow such changes and if so, what form would it have
to take? I could see a situation where NCUA mandates a change because of some
regulitory (sp?) or congressional action. There must be a mechanism for the
BoD to act on these things to bring DCU into compliance. I think that the
real answer is to put the bylaws back into a form that makes sense, then
elect members to the Board who will be responsible to the membership. That
would eliminate the need for this type of "preemptory" wording. Of course,
there would be nothing wrong with, for example, a change to the bylaws that
requires membership notification of the changes in the next statement, and
making the change an automatic agenda item at the next annual or special 
meeting... Something like that.

Bryan

    
    	Re: .5
    
    	Bryan, I'm not sure exactly what you are referring to when you say
    "such 'preemptory' wording".  Do you mean the ability for the board to
    unilaterally change any by-law or the establishment of a hierarchy of
    documents with the by-laws being superior to the rules?
    
    	But your comment about the NCUA is certainly a valid one.  The
    committee that was asked to recommend a set of by-laws changes would
    have to run them by the NCUA for approval.  As to allowing a by-law
    change by NCUA mandate, yes, that should be called out as being
    permitted.  Even if it wasn't called out, being the agency in charge of
    credit unions would make their rules superior to ours anyways and the
    changes would occur regardless, but having it called out removes any
    questions about their authority.
    
    								-c

I guess it was a poor choice of words - I meant wording the bylaws such that
the BoD couldn't modify them would "preempt" the boards ability to make changes.

Well, I tried. :-)
Bryan

    
    	Re: .7
    
    	Ok, thanks.  That's what I thought you were saying, but I didn't
    want to fire off a long response if I was mistaken.
    
    	There are two easy traps to fall into when writing initial by-laws
    or later reviewing them and recommending changes:
    
    1) Writing ambiguous sentences.
    
    	Unless someone likes paying lawyer bills, every sentence must
    	convey the exact meaning that is intended, and convey it in a way
    	that cannot be misinterpreted by reasonable people.  Anything left
    	open to interpretation runs the real risk of creating problems.
    	Several replies ago (not from you, Bryan) there was a suggestion
    	that the By-laws (this is from memory...) "allow the board to make
    	changes within reason."  This is a calamity in the making since
    	peoples' interpretations of "within reason" will differ quite a
    	bit.  Give 10 "gray area" scenarios to 100 people and ask them to
    	decide which changes were within reason and I doubt any two replies
    	would match!  This is why By-laws end up being written in 500 word
    	long legalese sentences: each sentence must be right and its length
    	can't be a limiting factor.  While my editor friends might cringe
    	at this thought, a run-on sentence beats a difference of
    	interpretation or a lawsuit any day. :-)
    
    2) Making changes for "today".
    
    	The second pitfall, and here I've finally gotten around to your
    	point, is making changes to fit today's situation.  Let say there
    	is an entirely new board that the membership implicitely trusts
    	100% and that board asks for a review of the by-laws.  It would be
    	a major mistake to _not_ tie that board's hands to make sure they
    	follow the membership's desires.  Why?  Boards are short-term
    	things since elections happen and members come and go.  By-laws are
    	long-term things that outlive individual boards, and thus they have
    	to be written playing the same what-if games that must be pondered
    	as if the "current board" wasn't trusted.  (I put "current board" in
    	quotes since I'm not referring to today's board, but rather this
    	hypothetical board that was asking for a review of the By-laws.)
    	In short, saying "oh, this board is ok so we'll set the by-laws
    	to let them do X, Y and Z" invites troubles if a board elected
    	later on turns out to be less-than-friendly and tries to use X,
	Y or Z against the membership.

    	For this reason I do support taking the ability to change the
    by-laws out of the hands of the Board and give it to the membership.
    This fight for membership control isn't just for today's control, or
    tomorrow's control, but also is for the membership to control DCU 10,
    20 or 30 years from now.  This election is a battle; the By-laws is
    where the long-term war will be won.  (But of course, the battle must
    be won first.)
    
    							-craig

I think the idea of making bylaw changes go before the membership is an
excellent idea. Furthermore, when the issue to be voted upon is sent to
the members, there should be statements by both sides on the ballot (sort
of like how ballot questions are done in Mass, tho I don't know at the
moment how the logistics should work as far as who should write the
statements for each side, etc.

First, I was REALLY shocked when I finally sat down and looked through
the By-Laws (as they existed a few months ago, anyway), and learned that
ONLY the Board of Directors has the power to amend the bylaws.  The
members of the Credit Union have NO such power.

This is the exact opposite of what I've learned about parlimentary
practice.  The bylaws of an organization are, in essence, a social
contract between the members of the organization defining how the
organization is to function.  One part common to many organizations
is the delegation of some of the authority of the organization to
a small group - in our case, the Board of Directors.

Under normal circumstances, the bylaws include provisions defining
the relationship between the membership at large and the Board,
and spelling out the powers and limitations of the Board.  However,
the authority over the organization as a whole lies with the membership,
NOT with the Board.

Changes to the bylaws should NOT be "easy" - it should not be possible
for a small group within the organization to interfere with the rights
of other members.  Robert's Rules, for example, discusses the role of
bylaws in an organization, and presents a sample set of bylaws.  The
Article in the sample bylaws concerning amendments to the bylaws (and
I'm doing this from memory) goes something like "with prior notice (i. e.,
if everybody in the organization was informed at the previous meeting),
a two-thirds vote of members present at a general meeting my amend
the bylaws, or more than one-half of the TOTAL MEMBERSHIP (emphasis
mine) may amend the bylaws without prior notice."

Notice that this example does not permit anyone other than the members,
properly informed, to amend the bylaws - and most especially not the
Directors, who are acting in the name of the membership under rules
spelled out by those bylaws.  (I'l LOVE to have the ability to re-write
my job description on a monthly basis! :-)

Now, the above does have some limits.  As .6 pointed out, the NCUA and
other state and federal agencies have statutory authority over credit
unions.  Regulatory changes may require changes to bylaws.  In the
discussion in Robert's Rules, bylaws are subordinate to any applicable
laws (the laws take precedence), and the sample bylaws make explicit
acknowledgement of that fact (as do the Bylaws of the Digital Employee's
Federal Credit Union).

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

So - my position starts with a question.  Is there a technical reason
why the Board of Directors has the power to change the bylaws, rather
than the membership?  For example, is that required by, say, NCUA
regulation?  What does the amendment article look like in the prototype
bylaws that the NCUA provides?

If there is no legal reason why the Board of Directors, rather than the
membership, has the authority to amend the bylaws, I'd insist that
changes to the bylaws require something like notice to all members
at least, say, 60 days before a vote;  at least 10% of the total membership
must vote;  and the amendment must pass by at least two-thirds of votes
cast.

The Board of Directors has no business making changes to the bylaws.
There should be NO provision for "emergency" changes.  Even today, if
regulatory changes occur which conflict with provisions in the bylaws,
those changes take effect immediately, whether the bylaws are changed
or not.  In the hoped-for future, regulatory changes should trigger
someone (say, a committee appointed by the Board) to draft changes
to bring the bylaws into compliance, and those changes should be
subjected to the same process as any other amendment.  (I hope that
legally required changes would pass easily!)


		Happy feasting!

				- - Steve

    
    	Now that there is a new board in place, let me reconfirm a
    statement I made back in 454.4 -- I'm willing to assist in reviewing
    and recommending changes to the By-Laws. 
    
    							-c

Fixing the bylaws is high on my priority list. I don't see why we can't
make the process public, but it'll be up to the whole board to decide
that and I've not met three of the new board members.

    Which brings up another point, Paul and the rest of y'all, will we be
    appraised of what the priorities are?  I really hope so, not so that we
    can approve but so that we might be a sounding board where we might be
    able to add value.  I am reminded, too, of another CU (Boston Globe's?)
    which ran on hard times because the new blood that came in made some
    serious mistakes.  I feel good about the current board in that I think
    they will be able to work sensibly and openly.  If communications are
    good enough that membership feels it is an integral part of the process, 
    I should think that tough, intelligent decisions can be made and 
    supported.  And, I fully expect you all will have a lot of tough decisions 
    to make.
    
    Steve

    A quote attributed to the French Foreign Legion comes to mind:
    
    "When things are bad, try not to make them any worse becasue
    it is quite likely they are bad enough already."
    
    As .13 says, now come the tough choices.  It's easy to point out
    problems when one is on the sidelines; now the new BoD has to
    actually *DO* something.  Good luck, folks.  
    
    In fact, I have every confidence in the new BoD.  There is a lot
    of talent represented.  Most of all, I think we now have a BoD
    that has humility.  I hope.  

My primary goal as I've stated before is to effect an attitude change in
DCU management. The attitude should be that they are managing *our* money
for *us*. I'm hoping that the new attitude will be easy to initiate because the
folks who set the old attitude are gone. For specifics, I hope the members
will be patient and wait until the board has had time to meet, learn
the context, and discuss things.

And I don't want to fall into the trap of micromanaging DCU. They
are the professionals. We need to tell them "we need to be over there."
The DCU management is supposed to do the "getting there." It's our
responsibility to make sure they're on a course the members support. It's
our job to make sure we understand the membership's wants.

     Speaking of that attitude change, I still recall the words that initially
chilled my blood about the DCU situation.

                                     Greg

    
>              <<< BEIRUT::R7XBOK$DIA0:[NOTES$LIBRARY]DCU.NOTE;4 >>>
>                                    -< DCU >-
>================================================================================
>Note 343.0     DCU's BOD Responds to Mis-Information in Notesfile     29 replies
>HYEND::SSHAPIRO                                     249 lines  29-OCT-1991 16:19
>--------------------------------------------------------------------------------
>         ...
>         The board will not allow members with limited or no 
>         finance or management experience to control 
>         Massachusetts' largest credit union.
>         ...
                                                                   

    And that statement is precisely right: they didn't.
    
    But now they are no longer the board and have no control whatsoever.