Conference 7.286::dcu

    
    RE: .0
    
>The cost is:
>	Magtape/processing	$   20

    This is the ONLY valid cost we should be required to pay.  Any
    non-disclosure can just as easily be signed and applied to ANYBODY,
    including members.  We can supply the material and labor.  DCU has no
    right to dictate how we can produce the mailing.  And where do they get
    off reviewing (and potentially censoring) the mailing, when one of
    their conditions is that it be clearly labeled as non-DCU generated?
    Does any of this sound like the infamous "Information Protection
    Policy"???  Of course we can see everything!  It'll just cost us
    thousands of dollars to do it.
    
>She said "Counsel retained after Cockburn took over [Aug-Sept '91]
>recommended a complete revision of the bylaws. Any revisions made were
>pre-approved by the NCUA." She did not know what "preapproved" meant nor
>did she know if any section other than the special meeting section was revised.

    Well, if the above is indeed true, if elected to the Board of Directors, 
    I will initiate a review of the competency of the DCU General Counsel. 
    If he suggested changes that were made to the Bylaws, which further
    restricted the rights of the membership, then I believe his advice to
    be bad and not in the best interest of the membership, but in the best
    interest of the Board of Directors.  It should also be noted that the
    current Directors voted UNANIMOUSLY (that means the 2 incumbents
    running also approved it), to approve the new restrictions.  I would
    love to hear their reasons for supporting such changes.  Sue?  Abbott?  
    You out there?
    
    If elected I will propose that Bylaws pertaining to membership rights
    can not be changed by the Board.  They can only be changed with the
    approval of the membership.  This stuff just has to be stopped or we'll
    find ourself without voting rights.
    

    Once again, DCU/BoD/etc. lives up to my expectations of them...
    unfortunately.  
    

Author:	DCU                           
Date:	25-Feb-1992
Posted-date: 25-Feb-1992
Subject: Response to 469.1                                                       


                   DIGITAL EMPLOYEES' FEDERAL CREDIT UNION
        
        
        
        DCU response to note 469.1
        
        Information on Federal Credit Union Bylaws
        According to the Federal Credit Union Act and the National 
        Credit Union Administration (NCUA), board members of federal 
        credit unions are charged with the authority to revise or 
        change bylaws.

re: -1

SET MODE/SARCASM=ON

	Very informative!  Thanks for all the
        helpful insight.

SET MODE/SARCASM=OFF

Sorry, couldn't resist that one....
/chris

       Makes you wanna just scream, doesn't it? They take the time to
    respond, but still tell us nothing!
                                           Denny

    
    RE: .3
    
    Thank you for that short reply.  It would have been meaningful had it
    answered a question that was actually asked.  This topic concerns
    a subject other than Bylaw changes yet you have chosen to answer a
    question that wasn't asked and posted information which we already
    knew.  Might I suggest more content pertaining to the subject at hand 
    in future replies?  
    

�This topic concerns
�    a subject other than Bylaw changes yet you have chosen to answer a
�    question that wasn't asked and posted information which we already
�    knew.  
    
    The question might not answer the questions posted in the referenced
    note, but it certainly addressed the question that was voiced several
    times of "Why does the BoD have the right to change the bylaws?".

    "Why does the BoD have the right to change the bylaws?".

Is that what people were asking?  I thought they were asking "Why SHOULD
the BoD have the right to change the bylaws?" and "Are they abusing their 
legal authority to change the bylaws?".  Hopefully, now that the DCU knows 
what we were really asking, they'll post a response to the real question.  

An answer that relates to the change in the special meeting signature
requirements would be most helpful: why was that a change that the Board
SHOULD have made?  How does it serve the needs of the MEMBERSHIP?

	Enjoy,
	Larry

    In my opinion, it seems that 'some' of the OFFICIAL DCU postings are
    the result of legal advise to make some sort of statement.  Again, in
    my opinion, these postings don't really address anything, and raise
    more questions then they answer.  This latest response seems to do more 
    harm then good, in-so-far-as customer relations, and so one logical
    inference would be that they said it because the BoD felt they had to.
    
    It would be nice, if the BoD, or spokesperson of my DCU, atleast stated
    why they felt it was important to respond.
    
    Just a thought!?
    
    Mark
    
    Lets put the e (employee) back in our DCU (DeCU)

>               <<< Note 469.7 by PATE::MACNEAL "ruck `n' roll" >>>
>    
    >The question might not answer the questions posted in the referenced
>    note, but it certainly addressed the question that was voiced several
>    times of "Why does the BoD have the right to change the bylaws?".

    Could you please post references to the notes asking this?  I
    can't remember where they are and/or don't remember them.  Also, note
    if the question was quickly answered by subsequent replies.  Thanks.
    

Re: .8

The answer is consistent with the view that the whole uproar is due to a
small group of witch-hunters and the BoDs evidently believe they are acting
in the best interest of the majority of the members by guarding against
members "with no financial background" from attaining positions on the
board. It's consistent with their previous posting.

When you're huddled inside the circled wagons, it's difficult to see how many
Indians are outside the circle. :-)

    Is it accurate to state that the DCU BOARD decisions, including changes
    to the bylaws operate to satisfy the NCUA rather than DCU members? It
    appears to me that the DCU BOARD operates to meet the wishes of its
    counsel or the NCUA and itself. Changes they have made lately seem to
    be against DCU members participation in DCU affairs. If 2000 people can
    not speak for 88,000 how can a board of 9 assume so much perfect
    knowledge of what is good for the credit union?

    Phil and Larry, I guess I'll have to concede once again that I
    apparently am reading a completely different conference.  I don't know
    where I come up with these outrageous ideas.  I'll try to be more
    careful in the future.
    
�If 2000 people can
�    not speak for 88,000 how can a board of 9 assume so much perfect
�    knowledge of what is good for the credit union?
    
    88,000 members had a chance to put a board of 9 into power to make
    those decisions.  It's not much different from millions of Americans
    electing 100 Senators to make decisions on American policy.
    
    Many in here have speculated that the reason the BoD wasn't removed
    outright at the Special Meeting was because people felt that the entire
    membership should have the opportunity to decide.  Remember, proxies
    are not allowed in Special Meetings.  
    
    Then again, maybe I imagined all of the above.

We are in complete agreement on this much.  The Board has authority to 
change the bylaws.  And the 88,000 members have a right to vote for whomever 
they please.  If they don't feel that the Board is acting in their interests,
they'll vote for people they think will -- just as happens in Senate races.

I'm curious, though -- do YOU think that it is in the interests of the
members to increase the signature requirement for special meetings up
to 5,000 signatures?  You've been posting a lot of notes critical of
other people's opinions -- how about stating your own?  

	Enjoy,
	Larry

�You've been posting a lot of notes critical of
�other people's opinions 
    
    I thought that was the normal procedure for this conference (oh that's
    right, this is OK as long as the BoD is criticized).  I also apologize
    if it is against policy to ask questions, raise issues, and present
    another side of the picture.  I welcome the chance to actually discuss
    an issue.  I'll probably be strung up for trying though.
    
    I can understand the reasoning behind increasing the amount of
    signatures required to call for a Special Meeting.  This is a big
    organization that is spread out over a very large geographical area. 
    Some people treated it as a red herring, but it does cost a significant
    amount of money to call a Special Meeting.  With only 200 signatures
    required, a single person could effectively call a Meeting on a whim. 
    Is catering to the request of less than �% of the membership in the
    best interest of the membership as a whole?
    
    Is 5,000 too much?  That's only about 6% of the total membership.  Is
    this in line with the practices of other corporations?  When was the
    200 signature requirement put in place?  Was it when there was a much
    smaller membership in DCU?
    
    Over 1200 signatures were collected for the last Special Meeting and a
    few people have stated that it would have been very easy to collect
    more.

    I think there are two issues involved:

    	1. Whether or not 500 or 5000 signatures is a good number, and

    	2. Whether or not it is reasonable for a lame-duck BoD to raise
    	the number on its own, even if that is legal, when it is already
    	absolutely clear that the interested membership was calling for
    	a new BoD.

    It is hard to discuss #1 given #2.

    There is a general principle involved, sometimes called the "Caesar's
    wife" principle: not only must there be honesty, but there must be the
    appearance of honesty.  In my opinion, the BoD does not have the
    appearance of honesty on this issue; the appearance is that they
    changed the number in order to protect themselves, not the DCU. The
    better choice would have been to leave a list of recommendations for
    the new board to consider, among them raising the number.

    The other side of the issue is that it probably doesn't matter.  The
    new BoD can change the number back.  Or ask for a referendum.

    The real wonder is why the present BoD changed the number, when they
    could have kept up appearances by leaving the issue to the new BoD
    which can do what it wants in any case.  Perhaps this is just another
    example of the present BoD "not getting it".

�the appearance is that they
�    changed the number in order to protect themselves, not the DCU. 
    
    How have they protected themselves?  At least 7 out of 9 of them will
    not be on the board elected in April?  Are you suggesting that they
    thought another special meeting would be called before the general
    election in order to remove them from their last couple of months of
    office?
    
    From a PR standpoint, the timing was definitely off since it does allow
    questions about their motivations to be raised.

    Ahh.  We seem to agree more than disagree on this one: I agree that
    they have not protected themselves, and you agree that the PR is off.

	There are a couple of plausible explanations, not "right"
	mind you but plausible.

	It could be that the NCUA told them to do it. It could be that 
	the government never actually thought that anyone would go to
	the trouble of calling a special meeting and therefore had no
	problem with the low number. Now that such a meeting was called
	the NCUA wanted a larger number in order to ensure that there
	is widespread support for such a meeting among members.

	Another thought is that the current BoD fully expects the
	Committee candidates to win the election and they decided 
	to change the rules in order to protect an obviously BoD
	backed ticket. After all the new BoD (assuming they win)
	couldn't be charged with manipulating the rules in their
	own favor.

	One last, and very remote, possibility is that they did it
	for pure spite.

	There are probably other possibilities as well. These just
	come to mind at the moment.


Jim

Re: .19

I've asked for proof that the bylaw change was approved. DCU will not provide
proof of the approval. All they will say is that the changes are
"pre-approved". Nor will DCU explain what "pre-approved" means.
NCUA will not answer the question either. I have filed an FOIA request
concerning any correspondence they've had about the bylaw revision (and
some other stuff). Of course, a response will take about 3 months.

    
    RE: special meeting change
    
    Considering they changed this Bylaw 95 minutes after the Special
    meeting ended, I believe they were more concerned with protecting 
    themselves from another Special Meeting.  Particularly considering 
    how well their actions came off that night.
    
    The bottom line in my eyes is that the Board has no business
    eliminating, restricting or nullifying membership rights.  If the
    membership agrees to it, that's another story.  But for the Board to do
    such things behind closed doors AND THEN NOT TELL THE MEMBERSHIP THEY
    DID IT, is pretty pathetic in book.  To me this is a real ethics
    issue.
    
    And please remember this, we would STILL not know about it if a GROUP
    of DCU members hadn't scrapped up $132 and called DCU's bluff on
    providing the BoD minutes.  

I'd have to say that .21 makes a pretty good point here.

If the concern was primarily that 200 people could call a special meeting, they'd
have acted sooner.  Maybe as soon as the signatures showed up.  It'd certainly 
be my reaction:  "Oops!  Only two hundred people to call a special meeting? 
Let's revise the rules for the current conditions."

That the rules didn't get changed until AFTER the Special Meeting means that
there was an additional motive.  Of course, that motive could be as trivial as
CYA, realizing that changing the rule BEFORE the meeting wouldn't look too good
to those showing up at the meeting.

    Re: .21
    
    Would you repeat that, please.  The BoD changed the bylaw to 5000
    signatures 95 minutes after the special meeting?  Is that hyperbole,
    or is that a precise statement of what actually happened?

    RE: .23 It's a precise statement of what actually happened. If
    we can trust the Boards minutes.
    
    		Alfred

    Re: .-1

    It is so incredibly arrogant I just had to ask.  I'm willing to believe
    the BoD's own minutes on that point.  I don't believe I could make that
    up myself even if I tried.

re:  last few...

'Tis true...they made the changes immediately following the
Special Meeting.

The Board held a meeting, at the Tara, which began at 11:30 PM
(if I remember correctly, my minutes are at home).  Then entire
meeting is one enormous redactions (meaning that it's basically
pages of blacked out text) under the heading of Attorney-Client
Privilige, followed by a motion, with a unanimous vote affirming,
to modify the appropriate by-laws.  The meeting adjourned in the
early morning hours.

You can draw whatever meaning you like out of this.  It's my
opinion that this type of late night "quiet changing" is not
in the best interests of the membership, and as a Board member,
I would not support such a response.

/chris

>The Board held a meeting, at the Tara, which began at 11:30 PM
>(if I remember correctly, my minutes are at home).  Then entire
>meeting is one enormous redactions (meaning that it's basically
>pages of blacked out text) under the heading of Attorney-Client
>Privilige, followed by a motion, with a unanimous vote affirming,
>to modify the appropriate by-laws.  The meeting adjourned in the
>early morning hours.

  What is the Attorney-Client referring to here?  If it was about an attorney
  being present advising them on how to change the bylaws, then I would
  challenge this privilege.  A discussion of changing a bylaw should not
  be hidden by Attorney-Client Privilege.  The discussions with the lawyer and
  his advice about how to do it can be privileged, but not the discussions
  between members of the board.

  Was this meeting scheduled?  Or did they break their own (self-modifiable)
  bylaws in having this meeting and changing the bylaws without notice? (If
  I were a member of the board I certainly would have scheduled a meeting
  to discuss the results and events of a Special Meeting right after that
  meeting.)

  Something's terribly wrong here.


		Danny

  >> Something's terribly wrong here.
    
    Why do I keep getting that same feeling, again and again and 
    again and again....
    

�A discussion of changing a bylaw should not
�  be hidden by Attorney-Client Privilege.  
    
    It wasn't.  A bunch of other stuff apparently was.
    
    

 >   It wasn't.  A bunch of other stuff apparently was.

Unless I misunderstood what was posted, the BOD minutes consisted of page upon
page of black, followed by a motion to ammend the by-laws that was passed by
a unanimous vote.

Do you really expect me to believe that a motion to modify the by-laws was
introduced, seconded, and passed with NO DISCUSSION? 

Bob

    If the vote was unanimous, then we know how the two directors running
    for re-election voted, assuming they were there.

	RE: .29 (MacNeal)
    
>�A discussion of changing a bylaw should not
>�  be hidden by Attorney-Client Privilege.  
>    
>    It wasn't.  A bunch of other stuff apparently was.
    
    Would you please forward me a copy of the bylaws so that I can see what
    you have seen.  I have never seen these and wonder what it looks like.
    I'll even pay you for the copying fees and postage to my house.
    
    	- mark

	I was thinking more about this last night.  If there was no attorney
  representing the board or the DCU present at the meeting then they can't hide
  the minutes behind Attorney-Client Privilege, which is limited to discussions
  between the Attorney and the Client (or Clients) and restricted only to those
  matters for which the Attorney was hired.  So the questions are:

	1) Was there an Attorney present?

	2) If the was, was that Attorney representing the Board of Directors
	   of DCU or DCU itself;

	3) Was the blacked-out sections a discussion solely between the Attorney
	   and the Board Members on subjects for which he was hired?

	If none of the above hold then the Board of Directors meeting minutes
  need to be made available to DCU members in their entirety.  If some of it
  holds then only those parts related to discussions with the attorney on
  matters related to the DCU may be excised.

	Does anyone know whether the Attorney represents the DCU as a whole or
  just the Board of Directors of DCU?

			Danny

    Another question that I would have is, once elected, will the new Board
    Members be able to read the blacked out sections since they now are
    members of the Board?  I would be interested to see the corrected
    minutes in full.

re: last few...

Boy, do I hate waiting for these long compiles and links....

Ok, Melchione (sp?) is an attorney who represents DCU.  He was,
if I'm not mistaken, the parlimentarian at the special meeting.
I believe that Jim Rice from Bingham, Dana, and Gould was also
present at the Special Meeting.  BDG represents DCU in their
suit against Mangone.  So, my belief is that counsel for DCU
was present, and was more than likely in attendance at the
Board meeting which followed the Special Meeting.

It would be unfair and misleading to speculate here about what
happened during the "Attorney/Client Priv" parts of any minutes
for any Board of Directors where those parts are redacted. 

The Board met following the Special Meeting, and immediately
went into executive session.  All of what took place during the
executive session is redacted under the heading "Attorney/Client
Priv."  When the Board came out of executive session, there
was an immediate motion to modify the bylaws, which was seconded
and passed unanimously.

There are the facts as I understand them.

Oops, my build is done...back to work!

./chris

    
    	MMMMMmmmm....  Clam chowder today is excellent.  I highly recommend
    Chez TTB if you're in the Nashua area.
    
    
    The facts:
    
    The meeting is labeled simply "Board of Directors Meeting".
    
    It was called to order on Nov. 12, 1991 at 11:25pm.
    
    Attendees were all of the Directors, 3 "staff" (DCU employees:Cockburn, 
    Madden, D'Addieco) and 2 "guests" (lawyers: Melcione & Rice)
    
    General Session
    
    Roll call and determination of quorum.
    
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    
    ATTORNEY CLIENT PRIVILEGE
    
    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    
            ATTORNEY CLIENT PRIVILEGE
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXX
    
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    	    XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
    
    MEETING RECOVENED IN GENERAL SESSION AT 12:25 AM.
    
    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.
    
    MOTION TO ADJOURN
    *It was moved by Mr. Infante and seconded by Mr. Rugheimer to adjourn
    at 12:30 am, November 13,1991.
    
    
    (black out totals approximately 1 page)
    (XXXXXXXXXXXXXXXXXXXXXX = blacked out line)
    

	RE:.36
	It's hard to determine from the sections that were published whether
  or not Attorney-Client Privilege is involved.  In fact there's no real way of
  knowing without seeing the uncensored minutes.  Moreover it's hard to
  understand why they would need to have a meeting right after the special
  meeting to discuss the Mangione case (even ignoring the hour).

	Since these Attorneys represent the Board or the DCU rather than the
  Directors as individuals, I would expect the new members of the board to be
  able to read the uncensored minutes.  Actually if the Attorneys did represent
  them as individuals, they wouldn't be allowed to assert Attorney-Client
  Privilege in the first place as there are non-Clients present.

			Danny

�    Would you please forward me a copy of the bylaws so that I can see what
�    you have seen.  I have never seen these and wonder what it looks like.
�    I'll even pay you for the copying fees and postage to my house.
    
    I think there is some confusion here.  My remark was addressed to
    someone who was wondering about the BoD minutes from the board meeting
    held immediately following the Special Meeting.  I don't have a copy of
    those minutes (or the bylaws for that matter).  I was simply going by
    my interpretation of what someone said who who apparently does have a
    copy of those minutes.
    
    Keith

    RE: .38
    
    >I think there is some confusion here.  My remark was addressed to
    >someone who was wondering about the BoD minutes from the board meeting
    >held immediately following the Special Meeting.  I don't have a copy of
    >those minutes (or the bylaws for that matter).  I was simply going by
    >my interpretation of what someone said who who apparently does have a
    >copy of those minutes.
    
    Ohhh.  Sorry for the mis-understanding.
    
    RE: .-3
    
    Thanks to Phil for posting a facsimle of what it looked like.  I would
    still like toget a copy of this.  Phil would you mind if I got a copy
    from you?  I keep meaning to get ove to you and dro a few dollars off
    to help cove the costs of this whole mess, sothis would be a good
    reason.
    
    	- mark

	re: Attorney/client privilege.

	Hey, *we* are the clients, aren't we? So what's the problem?

					Tom_K

re: .40

My sentiments exactly. 

./chris

    Re:.40 and .41.  Well yes, but it's a lot more complicated than that. 
    Mangione is also a member!  You could say that also about DEC: as a
    shareholder you own part of the company.  It doesn't mean that you
    should be privy to everything that goes on.  In this case the same
    thing holds and certainly while there is a lawsuit in progress there
    are discussions which go on which must be held private.  My point has
    been that the Board APPEARS to be using this label to hide their
    actions.  I say APPEARS because noone here actually knows what was said
    and whether they are using it as an excuse.  Also just because they
    say it's Client-Attorney Privilege doesn't make it so.
    
    	Does that clarify matters?
    
    		Danny

    
    I don't think these additional Bylaw changes were posted in here.  The
    following segment appeared in a message that was sent out on
    distribution.
    
    In addition to these changes, it appears responsibility for a few
    things has also been shifted from the Chairman of the Board to the
    President.  I can attempt to detail those changes to if people want to
    see them.
    
	--- More Recent Bylaw Changes ---

	The last update detailed the latest change to the Bylaw dealing with
	Special Meeting requirements.  A careful scan of the Bylaws turns up
	several more changes.

	Formerly, all Board members were not compensated.  The new version of 
	the Bylaws allows the Director who serves as Treasurer to be compensated
	by an amount to be determined by the Board.

	The exclusion of the immediate family of Directors or committee members
	from paid employment at DCU has been removed.

	The part between the brackets was added to the section dealing with 
	loans to members:

	"Loans to a member other than a natural person shall not be in excess
	 of its shareholdings in this credit union, [unless the loan is made
	 jointly to one or more natural person members and a business 
	 organization and a business organization in which they have a majority
	 interest, or if the nonnatural person is an association, the loan is
	 made jointly to a majority of the members of the association and to
	 the association in its own right.]"

	It is not clear why this change was made or exactly what it means.  
	It appears to allow the possibility of loans to a business or 
	"association" which is not comprised entirely of DCU members. What is
	known is that DCU has a "Business Loan Policy" according to the minutes
	of the Board.  DCU also reports 148 business loans totally $15.5
	million in the 1990 annual report.  When I inquired about these business
	loans many months ago, I was told they were primarily rental properties.
	A request is being made to DCU to disclose the "Business Loan Policy".

...munch munch...time for lunch...

Phil writes:
>	Formerly, all Board members were not compensated.  The new version of 
>	the Bylaws allows the Director who serves as Treasurer to be compensated
>	by an amount to be determined by the Board.

I'm speculating that the reason for this is that the Treasurer has
lots of extra work to do outside of regular meetings (like preparing
all the statements of condition, etc.).  So I can see their point.
On the other hand, I hold to the "financial cooperative" view of 
how credit unions should be run, and compensation for board service
runs counter that philosophy.  I don't like people being paid for
board service...only reimbursed for reasonable expenses incurred in
doing DCU work.

>	The exclusion of the immediate family of Directors or committee members
>	from paid employment at DCU has been removed.

Why?  I can think of half a dozen uncomfortable situations that could result
from such relationships.  Without further explanation, this concerns me.

>	When I inquired about these business
>	loans many months ago, I was told they were primarily rental properties.
>	A request is being made to DCU to disclose the "Business Loan Policy".

And other interesting data is being requested, too.  DCU's spokepeople have
said (in the Boston Business Journal) that members can get whatever information
they request.  Let's see if what DCU says is what DCU does. 

./chris

    Maybe someone should contact BBJ and, with witnesses, put an
    "information" request into the mail, with a return address fo rthe
    sender at the BBJ.
    
    See if there is "information" returned }8-)}
    
    

None of these changes seem to be in the best interest of the member/owners of
DCU and would appear to open the door to further hide-and-seek games by the
BoD.

Bob

Power, for whatever reason, has been shifted from the BOD to the
president. 

Of course, the new BOD can just as easily change that.

Gim

    What was Mangone's position?
    
    Janet
    

Janet:

Mangone was president.

>     <<< Note 469.43 by GUFFAW::GRANSEWICZ "REAL CHOICES for a real CU!" >>>
>                         -< Additional Bylaw changes >-
>    The following segment appeared in a message that was sent out on
>    distribution.
>    
>    In addition to these changes, it appears responsibility for a few
>    things has also been shifted from the Chairman of the Board to the
>    President.  I can attempt to detail those changes to if people want to
>    see them.

    Phil, what is this distribution?  Are the ongoing Bylaw changes being
    distributed to some small group of people?  Could we get them all
    posted in here?

    I'ld love to hear any synopsis of changes you would be willing to share.
    Especially any regarding changes in power between the Pres and BOD.
    This seems like a strange time to be doing that.  Sort of setting up
    a guaranteed power struggle in the future.
    bob

    RE: .50
    
>    Phil, what is this distribution?  Are the ongoing Bylaw changes being
>    distributed to some small group of people?  Could we get them all
>    posted in here?

    Nope, definitely not a small group of people.  The DCU_INTEREST_LIST is
    sent periodic updates about what is happening with DCU and the
    election.  Most if not all of the bylaw changes have been posted in 
    various places.  The most notorious being the Special Meeting change.
    These were some of the 'smaller' changes that were made.
    
>    I'ld love to hear any synopsis of changes you would be willing to share.
>    Especially any regarding changes in power between the Pres and BOD.
>    This seems like a strange time to be doing that.  Sort of setting up
>    a guaranteed power struggle in the future.
    
    I'll try and summarize all of them and get them posted.  I've stopped 
    trying to figure out why any of these changes are being made, especially 
    by a lame-duck Board.

Here's two sections of interest:


================================================================================
Note 375.33          An Unauthorized Copy of the DCU Bylaws             33 of 48
SLOAN::HOM                                           26 lines  27-FEB-1992 07:44
                     -< Some other changes of the bylaws >-
--------------------------------------------------------------------------------

....


2.   Article VIII Board Officers
 	Section 2.

     "The president shall 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..."

    Since our credit union recently lost mucho bucks due to a president with the
    power of the old By-Laws, I wonder whose idea it was to change the
    By-Laws giving more power to that office?
    
    Are we trying to make the By-Laws and job description match
    the reality of the Mangone fiasco? Funny, I would have thought
    the other direction would have been the prudent road to travel.
    
    Or, since the power is moving FROM the BoD to the President, maybe
    the old BoD is hoping any semblance of BoD responsibility for the
    "Mangone" loss will move along with it.
    
    Sometimes I think that we're all in Wonderland......

    
    Re .53:
    
    Good question. In line with that (I may have mentioned this elsewhere,
    but it bears repeating):
    
    In the first "town" meeting with the DCU board (shortly after the "MORE
    CHOICES" brochure was distributed last summer), I specifically asked the
    board why I should believe that DCU could not be once again shafted in the
    Mangone manner. Mark Steinkrauss told me that check and balances were
    being put in place so that no one person could act in such an
    autonomous manner; other board members nodded in agreement.
    
    Why do I feel like they're heading in the exact opposite direction?
    

       Mark also said the board was taking it's meetings "on the road" to
    various sites so they could meet with the members. We're still waiting
    for that too as far as I can tell.
                                    Denny

    re .55
    
    Denny,
            You don't work at DEC's Bermuda site, do you?
    
    Don

    
    RE: .56
    
    Correction, WE couldn't afford the security entourage. :-(
    
    
    
    Not to mention the cost of dragging Jim Rice along to answer all the
    questions for them.  Too bad, I so enjoyed speaking with Jim... ;-)