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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

524.0. "BoD compensated? No. ...er, we mean Yes" by MLTVAX::SCONCE (Bill Sconce) Thu Apr 16 1992 12:17

A fellow noter commented to me a while ago that 343.0 was "ironic", in
light of developments since its posting.  I went back to re-read it, and
found (among other things):
         
343.0>    The VaxNotes file has accused the board of being 
343.0>    compensated.  THIS IS UNTRUE.  DCU's board members are 
343.0>    volunteers, elected by the entire membership and 
343.0>    responsible to the membership as a whole.  They cannot 
                                                         ^^^^^^
343.0>    and do not receive any added benefit for volunteering.  


That was then, I guess.  Seems like they COULD, after all.  (Or am I missing
something?  I seem to remember that a recent BoD action authorized
compensation to the Treasurer.  The Treasurer is a Board member, right?)
T.RTitleUserPersonal
Name
DateLines
524.1Treasurer being paidPLOUGH::KINZELMANPaul KinzelmanThu Apr 16 1992 13:0916
Yes, the treasurer is a board member.

I think 343.0 was written before the bylaws were changed. I think one of
the changes made to the old bylaws was to allow the Treasurer to be
compensated. So as of the date 343 was written, it was correct (ignoring
the issues of board meetings in Bermuda, etc.).

However, if being the treasurer is a *lot* more work than being a
non-treasurer member of the board, then having some nominal compensation
I think is be appropriate.

I was treasurer of my fraturnity in college and got $40/month. No other
officers got paid anything. However, treasurer stuff took a lot longer
and was more tedious than the other officers' jobs and so it was paid.
Due to the time involved, it worked out to well under minimum wage so
it didn't pay like a "real" job, but still, getting something *was* nice.
524.2Wonder how much $$?XCUSME::LEVYThu Apr 16 1992 13:154
    Do the new By-Laws state how much compensation the treasurer gets?
    
    Janet
    
524.3WLDBIL::KILGOREDCU -- I'm making REAL CHOICESThu Apr 16 1992 13:1629
    
    From note 517.1, DCU Bylaws, Article VIII, Section 1 (dated January,
    1992):
    
    "One board officer, the Treasurer, may be compensated for [his/her?]
    services to such extent as may be determined by the board."
    
    This sentence does not appear in a copy of the DCU bylaws dated
    14-Nov-1991. Note 343 was entered on 29-Oct-1991, so at the time
    the assertion was made that directors cannot receive compensation, it
    was supported by the bylaws.
    
    ----------
    
    This brings up a question I've been meaning to ask for some time.
    
    A while back I paid off a home improvement loan with DCU, and as a
    result of this I received in the mail a copy of my mortgage that was
    discharged [correct term?] by DCU. It was signed by Susan Shapiro,
    Treasurer. I'm sure this caught my attention only because of the events
    that have transpired in the past year, but at the time, it struck me
    as odd that a member of the BoD would be so intimately involved in what
    would seem to be the day-to-day operation of a financial institution. I
    assumed that such details would be addressed by staff -- a loan officer or
    the like. Is this peculiar to the position of treasurer? Is it a common
    mode of operation among credit unions? Is this why the treaurer is
    singled out among other board members as a candidate for compensation?
    
    
524.4TOMK::KRUPINSKII voted for 'REAL CHOICES' candidates in the DEFCU electionThu Apr 16 1992 13:559
	The Treasurer of an organization like the DEFCU is likely to have
	a number of responsibilities that involve a commitment of time
	that are well above those required of the other members of the Board.

	I think that a reasonable compensation to the holder of such a 
	position is a good idea.

					Tom_K

524.5VSSCAD::MAYERReality is a matter of perceptionThu Apr 16 1992 14:1118
	Mortgage Discharges are frequently signed by the Treasurer of the
  loaning institution, though I believe these matters are usually delegated
  to a staff member who has a signature stamp.  There are other financial 
  documents that require the signature of the Treasurer of an institution.
  I think that having one's signature on any document opens one up to legal
  liabilities even if the institution imdemnifies them against any and all
  lawsuits arising out of their position.  Nevertheless it is a burden on
  the Treasurer.  Especially if a document gets the treasurer's signature
  when it shouldn't have.  This is especially likely if there is a signature
  stamp lying around.  Just signing all the documents is a burden, never mind
  reviewing them for correctness and accuracy and whether or not they should
  be signed.

	So yes, in general a Treasurer should have some compensation.  How much
  should depend on how much work is involved and how heavy the responsibilities
  are.

			Danny
524.6New VP???GUFFAW::GRANSEWICZREAL CHOICES for a real CU!Thu Apr 16 1992 14:287
    
    Why can't the Vice President of Lending sign a mortgage discharge? 
    A letter I got last night announcing advantage credit line changes was
    signed by somebody I had not heard of before, Hamilton I believe the
    name was.  But the title was V.P. of Lending.  I wonder what happened
    to Claire Beaudoin?  She used to be chairman of the credit committee.
    
524.7Massachusetts quirkKALI::PLOUFFOwns that third brand computerThu Apr 16 1992 15:3817
    re: back a couple, Treasurer's signature on mortgage discharge.
    
    In Massachusetts, it's accepted practice that mortgage papers filed
    with the Registry of Deeds may only be signed by a corporate officer of
    the lending institution, or by other persons authorized by the lending
    institution's board of directors.  The authorizing resolution also has
    be filed with the Registry.
    
    From sad experience, I understand that this is not a state or federal
    regulation but rather a requirement of title insurers.  This is a
    little trap for home owners with out-of-state mortgage originators,
    since many do not understand business practice here.
    
    A reasonable interpretation of the Shapiro signature is simply that it
    was the easiest way for DCU to fulfill the filing requirements.
    
    Wes
524.8No suggestion of wrongdoing. "Ironic".MLTVAX::SCONCEBill SconceThu Apr 16 1992 17:5137
I wrote .0 very tersely.  Subsequent replies have averred that compensation
for a Treasurer sounds reasonable.  I may not disagree.

But what caught my eye was the tone of the original:
         
>    The VaxNotes file has accused the board of being 
>    compensated.  THIS IS UNTRUE.  DCU's board members are 
>    volunteers, elected by the entire membership and 
>    responsible to the membership as a whole.  They cannot 
>    and do not receive any added benefit for volunteering.  


I wrote:

.0>    That was then, I guess.  Seems like they COULD, after all.


The original context seemed (to me, at least) to be that of a vehement denial
that the board might have been compensated.  The language "cannot and do not",
"volunteers" and "responsible to the membership as a whole" (*) seem to be
trying to convince the reader that the original author viewed compensation as
something which, "Oh, my, WE'D never THINK of doing.  How SCURRILOUS of the
VAXnotes file to SUGGEST such a thing."

It wasn't that I thought anyone was compensated.  It's that, at a time when
it would appear that the Board must already have begun to think of amending
the Bylaws to allow compensation, this memo was issued, shouting even, and
saying that the BoD "cannot" be compensated.

The word which all this brought to mind was "ironic".

That's all.



---------------------------------------
(*)  Sorry.  I don't know what this means in this context, either.
524.9The REAL point is....GUFFAW::GRANSEWICZREAL CHOICES for a real CU!Fri Apr 17 1992 11:2913
    
    Well if the Treasurer position requires so much more time and effort,
    why doesn't the Board simply communicate the facts of the matter and
    tell us how much they decided to pay the Treasurer?  Why does all this
    have to be dug out of a word-by-word comparison of the Bylaws?  And
    then if there is compensation, it isn't even required that the Board
    disclose it.  Then again, Susan Shapiro's (as well as Abbott Weiss's)
    candidate statement says NOTHING about open and honest communications
    so I guess I shouldn't be too surprised.  After all, the criteria seems
    to be disclose whatever is required by the law.  That means we all
    have to keep an eye on them if we want to know what is going on.  This
    is a pretty pathetic situation for elected representatives IMO.  And
    then they wonder why people don't trust them.
524.10Vote for the Treasurer?XCUSME::LEVYFri Apr 17 1992 15:259
    Anybody know how the treasurer is picked?
    
    When we vote for the BoD, we do not get to designate which job
    they will do, right? I wonder how that is determined?
    
    Thanks,
    
    Janet
    
524.11WLDBIL::KILGOREDCU -- I'm making REAL CHOICESFri Apr 17 1992 15:546
    
    According to the bylaws, executive officer (chairman), financial
    officer (treasurer) etc are elected "by the board and from their
    number." In other words, the board decides who among them will be
    treasurer.
    
524.12AOSG::GILLETTPetition candidate for DCU BoDFri Apr 17 1992 15:557
I believe that the positions of Chair, Vice Chair, Secretary, and Treasurer
are all handled by voting amongst the board members.  This is common amongst
many corporations.  If you study the board minutes, you'll see during the
first meeting following the annual meeting, "Be it resolved that so and so
is the Chair, etc."

./chris
524.13The issue is communication, not compensationRGB::SEILERLarry SeilerTue Apr 21 1992 14:4621
Personally, I've never had a problem with reasonable compensation and perqs
for Board members -- and there are old notes in here to prove it.  Those 
same notes also say that I feel it is MANDATORY for the Board to reveal 
to us whether they receive compensation and perqs, and if so what they are.

I trust the new Board will take swift action to reveal to the membership 
at large the arrangements surrounding Board meetings held in remote places,
as well as any other potential perqs of the position.

I also trust the new Board will ammend the bylaws to either state a 
reasonable upper limit on compensation, or else to require a periodic 
announcement of the current compensation to the membership at large.

I do not understand why the current Board has not done these things.

However, regardless of who wins the election, it is an opportunity
to start again, and I hope that the winners, whether incumbents,
nominees, or petition candidates, will take advantage of it.

	Enjoy,
	Larry Seiler
524.14wrong document for that infoSTAR::CRITZRichard Critz, VMS DevelopmentTue Apr 21 1992 19:3315
    RE: .13 (and one other)
    
    Note that it is inappropriate for a By-Laws document to specify the
    exact amount of compensation.  A By-Laws document is supposed to be
    a relatively static document that requires lots of hoop-jumping to
    modify.  The revised By-Law authorizing compensation for the Treasurer
    seems to be well written.  The part that's missing is that the board
    has failed to communicate its decision on the amount.  It shouldn't be
    necessary to mandate such communication in the By-Laws, BTW.
    
    Another point worth considering is that in other notes in this
    conference, many folks have suggested making By-Laws changes much more
    difficult (I concur in this goal).  If this comes to pass, it's yet
    another reason to put daily operational matters (such as the exact
    compensation of the Treasurer) into the By-Laws.