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Conference 7.286::dcu

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

492.0. "Why the DCU Needs New Leadership" by SSDEVO::EGGERS (Anybody can fly with an engine.) Thu Mar 12 1992 11:20

                      WHY THE DCU NEEDS A CHANGE OF LEADERSHIP
                      ========================================


          The Board of Directors of the Digital  Employees  Federal  Credit
     Union  has  demonstrated  patterns  of  poor  policy  decisions,  poor
     communications with shareholders, and poor oversight of the DCU.

          The  following  concerns  brought  us  to  this  conclusion,  and
     convinced us that no incumbent board members should be re-elected, nor
     any candidate who shares their attitudes.  You may wish  to  use  this
     list  in  evaluating both the nominees and the petition candidates, to
     help you vote for the candidates who you are convinced will  make  the
     changes you want at the DCU.

          Although the November Special Meeting was  a  clear  mandate  for
     change  we  feel  that an inappropriate process was used to select the
     nominees.  Most of the official nominees have similar  backgrounds  as
     the  current  Board  members,  and  may  or may not act to correct the
     problems in the DCU.

          A more complete version of this document,  as  well  as  thorough
     supporting  documentation, is available from each of the people listed
     at the end of this  statement.   A  separate  document  describes  our
     concerns about the official nomination process.


                               FAILURES IN POLICY
                               ------------------

          The current Board has made numerous policy decisions that  harmed
     the DCU and did not serve the best interests of the membership.

     1.  Risky Investment in Cape Cod Commercial Real Estate:
         The Board put $18M  of  our  money  into  commercial  real  estate
         development  on  Cape Cod.  Why did they approve these risky loans
         (which they call investments) through March 1990, when prices  had
         been falling dramatically for over 2 years?

     2.  Policy to Indirectly Loan to non-DCU Members:
         Direct  loans  to  non-members  are  illegal  according  to   NCUA
         regulations.   Indirectly  loaning  money to non-members, which is
         what the DCU did by investing in participation  loans  at  another
         credit union (BCCU), is unwise since DCU members are a much better
         risk, with a 0.3% or lower default rate.   Why  didn't  the  Board
         choose to loan our money to us instead?

     3.  Majority Investment in Participation Loans:
         Sometimes credit unions get together to share  loans.   These  are
         called "participation loans" and are intended to reduce risk.  Why
         did the DCU Board INCREASE risk by buying all 16  loans  from  the
         same source and by buying an average of 85% of them?

     4.  Increasing Fees to Increase Profits:
         Why did the Board tell  us  they  had  to  increase  fees  because
         members  were  costing  the  DCU  money,  and  that these fees had
         nothing to do with the huge losses on the participation loans?

                                                                   Page 2


     5.  Unpublicized and Arbitrary Bylaw Changes:
         The Board has changed the  bylaws  frequently  in  the  past  year
         without  informing  members.   Immediately  after  the 12-Nov-1991
         Special Meeting, they increased the number of signatures  required
         to request a special meeting from 200 to 2000/5000.  This makes it
         harder for members to call an unresponsive Board to account.  Will
         the new Board announce and allow members to vote on bylaw changes?

     6.  Loans to Board Members and Officers:
         Why won't the Board disclose any DCU loans to  them?   The  Boards
         and officers of many banks, S&Ls, and credit unions have committed
         great abuses in this area.  Trusting Mangone cost us $10M --  will
         members of the new Board simply insist that we trust them?


                           FAILURES IN COMMUNICATION
                           -------------------------

          The  current  Board  of  Directors  has  done  a  poor   job   of
     communicating  with  the  membership.   They have withheld information
     that the membership has a right  to  see  and  in  some  cases  issued
     statements  to  the  membership  that  we  believe  are  incorrect and
     misleading.

     7.  Misleading Annual Report:
         Treasurer Susan Shapiro stated in the 1990 annual report that  the
         "DCU's financial performance improved with Net Income for 1990, on
         target at .8% or $.3 million".   Actually,  Net  Income  was  down
         nearly  90%,  due  mostly  to  allocations  for participation loan
         losses.  Will the new Board report information accurately?

     8.  Auditor's Statement and Notes Unavailable:
         Since 1985 the Board has not included the auditor's statement  and
         notes  in  the Annual Report.  1985 is the same year the DCU began
         to invest in  participation/commercial  real  estate  loans.   The
         auditor's  notes contained information on the participation loans.
         Further, they initially refused to release the auditor's notes  to
         members  who  asked  to  see  them.  Why did the Board try to hide
         them?

     9.  Misleading DCU Investment Policy:
         In 1987, Chairman Steinkrauss told members that  the  DCU  invests
         conservatively   in   member  loans,  "government  securities  and
         federally insured banks...   and  doesn't invest in  any  sort  of
         `speculative'  instruments." However, they already had millions of
         dollars invested in Cape Cod commercial real  estate  development.
         Will the new Board accurately report on our investments?

    10.  Unexplained Firing of Former President Mangone:
         During the 1991 elections, the Board announced that  they'd  fired
         President  Mangone,  but  didn't  say why -- we only found out why
         when the Cape Cod  Times  printed  the  story  about  the  massive
         scandal at the BCCU.  Will the new Board report bad news to us?

    11.  Misleading Checking Account Fee Introduction:
         The "Choices" brochure claimed to give us  more  choices,  but  it
         actually  eliminated  our choice of having free checking accounts.
         Will the new Board avoid using "PR-speak" to disguise the facts?

                                                                   Page 3


    12.  Information Protection Policy:
         The DCU Board responded to questions about their activities during
         the  Mangone  fraud by adopting an "Information Protection Policy"
         which requires that members demonstrate a "business need to  know"
         and  pay  a  fee to get copies of such things as Board minutes and
         auditor's reports.  Many requests have been denied.  Will the  new
         Board reveal information about their performance?

    13.  Limitation on Candidate Statements:
         The nominating  committee  that  Chairman  Steinkrauss  picked  is
         limiting  candidates to 150 word statements in the ballot mailing.
         This is all most DCU members will see about  the  candidates.   Is
         this enough to let voters make an informed judgment?  Will the new
         Board allow challengers enough words to make their case?

    14.  President Cockburn on Nominating Committee:
         DCU  Election  Guidelines   prohibit   any   DCU   employee   from
         participating in a DCU election except to cast his own ballot.  So
         why was  DCU  President  Chuck  Cockburn  made  a  member  of  the
         Nominating   Committee?    Will  the  new  Board  follow  its  own
         guidelines?


                             FAILURES IN OVERSIGHT
                             ---------------------

          The current Board failed  in  its  duty  of  oversight  over  the
     activities of the DCU and over its former President, Richard Mangone.

    15.  Mangone's Involvement in BCCU:
         No one who has any financial interest in a loan is allowed to hear
         the  Board  discuss  that loan.  So why was Mangone, a founder and
         Board member of BCCU, allowed to solicit the DCU Board to loan  18
         million dollars, 2/3 of our net equity, to BCCU?

    16.  Improper Transfer of $3.5M by Mangone:
         In June of 1990, Mangone ordered a wire transfer of $3.5M to BCCU,
         where  it was distributed to persons unknown.  How could that much
         money have moved on one person's authority, and then  escaped  the
         notice of every member of the board for nine months?

    17.  Too Much Faith in the President:
         Board members accepted loan  documentation  presented  by  Mangone
         with  few  or  no  independent  checks.   They  could  have  known
         something was wrong if the DCU had simply done  credit  checks  on
         the borrowers.

    18.  Lack of Supervisory Committee:
         Board member Abbott Weiss stated at the Special  Meeting  that  an
         active Supervisory Committee is a key part of the oversight of the
         credit union -- and of the Board itself.  The Board appoints  this
         committee,  but  it  hadn't  met  for years.  Why did they fail to
         provide proper oversight of the DCU and of their own activities?

                                                                   Page 4


    19.  Claimed Lack of Qualified Auditors:
         President Cockburn made the amazing statement  that  the  external
         auditor  that  they  were  using  wasn't very familiar with credit
         unions -- and there wasn't an internal auditor.   The  Supervisory
         Committee  is  supposed  to  oversee  auditing,  but  it  has been
         inactive for several years.  Why didn't  this  Board  provide  for
         competent auditing of the DCU?

    20.  Loss of Member Involvement in Credit Committee:
         The credit committee used to consist of members (some elected) who
         reviewed  credit  decisions.  The Board changed it to an appointed
         body of  DCU  employees.   Why  did  the  Board  eliminate  member
         participation in this committee?  Will the new Board restore it?

    21.  Attachment Placed on former President Mangone's Assets:
         In October 1990, a court order attached Mangone's  assets  at  the
         DCU,  as part of a lawsuit against DCU's general counsel.  Why did
         the Board ask no one except Mangone himself for an explanation  of
         this?


                                   CONCLUSION
                                   ----------

          The primary responsibilities of the Board of Directors of the DCU
     are  to  set  policy,  communicate  with  and  represent  members, and
     exercise oversight.  They have failed in each of these areas, yet have
     refused  to  accept  any  responsibility, choosing instead to say that
     they were taken in by the clever deceit of former  President  Mangone.
     The  current  Board  members, and the Nominating Committee itself, are
     primarily from financial backgrounds.  It appears to us that they view
     the  DCU as a bank that offers services to its depositors, rather than
     as a cooperative whose prime goal is to work in the best  interest  of
     its member-owners.

          The issues and concerns listed above  lead  us  to  believe  that
     financial  and  management  expertise is not sufficient.  What we need
     are Board members with integrity and common sense.  Also,  we  believe
     that  a  diverse Board -- both in terms of background and geographical
     location -- will better represent and better serve the DCU membership.
     Over the last few years the DCU has been weakened both  by  bad  loans
     and by loss of membership confidence.  We believe it critical that the
     new board address  the  issues  discussed  above  and  restore  member
     confidence  in  our credit union.  We hope that the DCU can once again
     be the great employee benefit we all want it to be.

       Mark Buda        Tom Eggers       David Garrod     Christopher Gillett
       Phil Gransewicz  Abhijit Gupta    Jack Hutchinson  Janet Levy
       Bill Kilgore     Paul Kinzelman   Steve Sherman    Alfred Thompson

       [Permission is granted to distribute this document to any Digital 
       employee or DCU member, provided that the entire text is included, 
       especially including the above names, as per Digital Policy.]
T.RTitleUserPersonal
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492.1note 450.0 revisedSSDEVO::EGGERSAnybody can fly with an engine.Wed Mar 11 1992 23:416
    The basenote is the revised version of note 450.0.  We, the signers of
    the basenote, believe the version posted in 450.0 met all the
    requirements of Digital's PP&P, but we have revised it to take into
    account several specific objections from Ron Glover.  We believe this
    version satisfies both the letter and spirit of Mr. Glover's concerns
    with the previous version.
492.2Supression of good questions.BSS::RONEYCharles RoneyThu Mar 12 1992 12:5412
	Well, I thought that the last sentence that was deleted on #17 

	was a very valid and pertinent question (of course, this is just

	my insignificant perception!).    Too bad that the powers that be 

	don't want it asked no matter what.    I guess the truth hurts.


	Hmmm....  Sort of tells you something right there!

492.3SSDEVO::EGGERSAnybody can fly with an engine.Thu Mar 12 1992 13:5211
    Re: .-1

    The number on the "old" version was 19 and on the "new" version 17, if
    we are talking about possible relations between a new BoD and Mr.
    Cockburn.  I saw nothing from the powers-that-be requiring the deletion
    of that sentence.

    Improvements were made in addition to those required so please don't
    read too much into every little change.  Let's accept the present
    version, ignore the old version, and get on with turning out informed
    voters.
492.4Let's not be too complacent!JMPSRV::MICKOLGreetings from the Snow Belt!Fri Mar 13 1992 02:1715
Well, I'm concerned about the management reaction to the original 'New DCU
Leadership' statement and the apparent threats and/or warnings that were
given to the original poster.

So that I don't have to go do a line-by-line comparison of the two documents, 
can someone explain what the powers that be and the mystery complainer took
offense to?

This whole situation gets more incredulous every time I enter this notes 
conference.

Regards,

Jim

492.5SSDEVO::EGGERSAnybody can fly with an engine.Fri Mar 13 1992 02:295
    As I said in .-2 (or whatever), I would prefer to get on with job of
    turning out informed voters rather than rehashing the very large number
    of small revisions, many of them not required.  If you do choose to
    compare the two, would you please save your results until after the
    election so we don't get diverted away from the election itself.
492.6RGB::SEILERLarry SeilerFri Mar 13 1992 09:0812
I am heartened by the concern expressed in .4.  However, I think that it's
best to focus on the election right now and consider the best response to
the other issues after things have calmed down a bit.

Of course, the risk is that people will forget about the issues you raise
after the election.  But I hope and trust that won't happen.

Anyone who would like to discuss it further is welcome to directly contact 
me or any of the other signers of the original message.

	Thanks,
	Larry
492.7Some thoughts on New Leadership, and a Qualified BoardVSSCAD::RITCHIEElaine Kokernak RitchieMon Mar 16 1992 15:4648
I'm entering this here, because it seems it's already been discussed, but I
can't find an exact match.

I've been reading candidate statements as they have been coming in.  With this
notes file as my primary source, I have seen the petition candidate information
first, followed recently by some statements from Nominated Candidates.  I'm 
noticing a dividing line in the area of qualifications.

Nominated Candidates seem to stress their success as a Digital Employee as their
major strength.  I've purposely searched, and they seem to de-emphasize their
community service.  Petition candidates seem to be strong in the community
service arena.

Hypothesis:  Candidates who are active outside of Digital were not nominated by
the board because they were perceived as being less available for DCU Board
duties than people who are less active in their community, and therefore less
qualified to serve on the BoD.  This is probably pretty far from the truth.

If the Board of Directors of a credit union is run like the Board of Directors 
of Digital Equipment Corporation, then board members might think they can meet
in far off places, and be reimbursed for it.  They might think the members value
them as experts in their field who are due compensation.  They might think it
looks good on their resume.

Maybe the problem with the current board is that they have not been able to
separate their role as a corporate employee with their role as an elected
representative of DEFCU members.  The DEFCU is no place to pretend you are 
climbing a Corporate ladder.  Service on the DEFCU BoD is a voluntary position 
as a representative.  Each board member represents over 12,000 members!  Just as
we engineers are taught that we cannot design software only for ourselves, the 
BoD cannot design a credit union only for themselves.

Perhaps what the DEFCU needs is more people who serve their community, who 
volunteer to run the towns in which they live, or the charitable organizations
which benefit others.  While a corporation has to only meet one goal, a town
or charitable organization has to use its resource to meet many goals. 
It is precisely this spirit of community giving and cooperation that defines a 
credit union.  Have any of you heard the radio ads for the Workers Credit Union
lately?  Clearly and concisely they define what a credit union is... 
member-owned...cooperative... dividends returned to members in the form of lower
loan rates and higher savings rates.  It mesmerizes me every time I hear it.  I
would like to get a transcript, or play the tape of it at the Annual Meeting.

Think about it.

Just my 2c.

Elaine
492.8TOMK::KRUPINSKIDCU Election: Vote for REAL ChoicesMon Mar 16 1992 15:536
	Elaine,

	I think your 2� is worth $1,000,000.00!!

					Tom_K