Conference 7.286::dcu

500.0. "Independence to Act" by GUFFAW::GRANSEWICZ (I'm voting for REAL CHOICE candidates next week) Tue Mar 17 1992 01:15

	Independent: "not looking to others for one's opinions or for guidance
		      in conduct"

	This is a note about independence.  It is written with the events 
    	of the last several months in mind as well as all of the current 
    	goings on regarding the election.

	Depending on the issue at hand and the people involved, Digital and
	DCU have what can only be described as a on-again, off-again 
	relationship.  Some days they are described as being seperate entities,
	while today we find that DCU is an employee benefit deserving the 
	attention of a Digital VP and thousands of Digital dollars.  

	DCU's board has always been firmly controlled by senior Digital
	managers.  There has been little or no interference with this control.
	Candidates have always been selected by the Nominating Comm. which is
	selected by Chairman of the Board and follows the instructions given 
	to it by the Board.  When Directors have resigned, the Board votes
	on who the replacement is, in other words they are hand-picked.  The
	one exception to this was the time a lone petition candidate ran
	about 5 years ago.  I have spoken with him and his description of
	what he went through in the process compares to what we are seeing
	now, but on a smaller scale.

	This very tight bond between Digital senior management and DCU has
	VERY bad implications at this point in time.  With the loss of
	millions of dollars and the credit union posting a loss, Digital 
	senior managers find themselves in a light that is not one which 
	may be considered favorable.  This undesirable situation may carry
	over to the Digital side since they are senior managers in the 
	corporation.  If you or I had been involved, the fallout would have
	been much less.

	Are there situations in the future (past or present also) in which 
	this very tight bond between DCU and Digital senior management may 
	force them to choose between what is right for the credit union and 
	what is right for Digital, our their career?  Are senior Digital 
	managers free to fulfill roles as Directors without having to think 
	twice about their positions as Digital senior managers?  One instance 
	that looms in the very near future is the possibility of collecting
	on the $3 million bond on the current Board.
	
	The following are facts.  The DCU Board is bonded for $3 million.  DCU
	has refused to disclose the terms under which the credit union may 
	collect on this bond.

	We have been told by the Board that "It is important to note that these
	investigations [NCUA & DCU] have not implicated any other official or
	employee of DCU." (Network, Oct. 1991)  We have also been told by the 
	NCUA that "...the NCUA had not conducted nor had any plans to conduct
	an investigation into the activities of current members of Digital
	EFCU's board of directors.". (Letter from NCUA)

	The questions are:

	1. If elected to the Board, will Digital senior managers be unencumbered
	   to fully investigate the actions of the current Board to determine 
	   the feasability of collecting on the $3 million bond?

	2. Will personal or professional relationships play a role in deciding
	   what is in the best interest of the DCU membership, keeping in mind
	   that 20,000 DCU members are NOT Digital employees.

	3. Are Digital senior managers capable of taking action as a Director 
	   which may harm the reputation or image of other Digital senior
	   managers (and thus possibly Digital) if it is determined to be in 
	   the best interest of DCU?

	4. Are candidates for the Board, who are not Digital senior managers,
	   undesirable in that they may be unencumbered?

	Much to think about...

    An expression comes to mind: "old boy network", I think is how they
    phrase it.
    
    -- Mike

re: .0

The issue of Independence is certainly an important topic for discussion.
Here are my comments.

It seems to me that the issue of Independence raises it's head in a couple
different ways.  First, is a Board member inextricably bound to other Board
members, past or present, in such a way as his or her decision making would
be impacted by the other person?  In the case of past and present Board 
members, the answer for me here is "no."  I am an engineer, and as such
do not work in the same areas as the present Board members.

In the sense that I am an employee of Digital, I feel that I "owe" something
to Digital and should do my best to prevent harm from coming to it.  An 
example of putting this view into practice has been in my conversations with
newspaper reporters.  I've always framed the issues in terms of DCU, not
in terms of Digital, and I've consistently corrected their usage of the
term "Digital" when they were referring to DCU.  On the other hand, as a 
Board member, I would have the responsibililty to protect and safeguard the 
savings of thousand of members. This responsibility, to me, overrides any 
feelings of debt I might have toward my employer.  As a board member, I 
would have a legal and ethical obligation to report and act on  any 
activity which would jeopardize the preservation of member's savings.

Phil writes that "Digital senior managers find themselves in a light that 
is not one which may be considered favorable.  This undesirable situation 
may carry over to the Digital side since they are senior managers in the 
corporation."  My response to this tends to be, "so what?"  While it may be
that there will be difficult and uncomfortable situations ahead, the 
responsibilities of Board membership transcend such discomfort.  

I think the comment that "Digital" has an on-again, off-again relationship
with DCU is inaccurate.  I think that we've seen that certain groups within
certain organizations at upper levels of Digital have such a relationship.
Digital is a big place, and within the spaces that I live and work, Digital
has no relationship with DCU.

The author of .1 makes a brief reference to the "old boy network."  I can
assure you that I am not a member of such a network.  I write compilers for
a living, and my contributions to the Corporation can, are, and will be
measured in terms of how much performance we can wring out of Alpha.  I am
not "into" the political system of upper level management within DEC, nor
do I aspire to such levels.  My career path is technical, and I seek to
grow and advance within Digital based on technical contributions.

Phil comments about the present Board's assertion that a complete 
investigation by the NCUA failed to implicate other officials, and the
NCUA's counter-statement that they had not conducted such an investigation.
I know of nothing that would stand in the way of my promoting feasibility
studies into recovering the present Board's bond.

In short, my work life is measured and evaluated in terms of precise
accomplishments in a technical field.  My career path has insulated me
from any relationships with present or past Board members.  I am committed
to remaining independent in terms of such relationships.  I do not owe
DCU a dime.  Legal and ethical obligations of Board membership mean that 
I necessarily must place the good of the membership and doing the right
thing at the top of my decision-making tree.  I'm independent.  Are you?

/Chris

    Chris,
    
    Thanks for your well thought out reply.  I was happy to read your
    comments.
    
    Chuck