Conference 7.286::dcu

Sounds good to me - better give us a couple of weeks to get our heads out
of the water tho.

     
    I'm not sure we can have a "job plan" for each Director since a single
    Director by himself can't make anything happen.  It takes a majority of
    Directors to make something happen.  In the case of Bylaw changes, it
    takes 5 out of 7.  I believe this needs to be a "Board Job Plan"
    instead.  Or did you have something else in mind?
    

    
    Whatever it's called, we need to institute a system that will
    
    o  allow the board to define concrete goals within a reasonable, finite
       time frame, and chart progress toward those goals
    
    o  allow the members to interpret that progress with regard to the
       actions of individual board members
    
    We don't vote for a board -- we vote for individual board members.
    Those individuals who have the advantage of incumbency should also take
    responsibility for their actions during their incumbency. The previous
    board stood before us indivisible and undifferentiable. As they stood,
    so they fell. To avoid a mass replacement of the board in the future,
    individual board members must be accountable for their individual
    actions on the board. If this comes down to simply publishing board
    votes, so be it.
    

re: .3, Bill

> The previous board stood before us indivisible and undifferentiable.
> As they stood, so they fell. To avoid a mass replacement of the board
> in the future, individual board members must be accountable for their
> individual actions on the board. If this comes down to simply publishing
> board votes, so be it.

That's a level of openness I hadn't really thought about, but I must admit
it's a very refreshing concept. I have the feeling that the "indivisibility"
of the old Board was often displayed on the advice of legal counsel. I would
hope that our new board somehow involve legal counsel "early and often" to
ensure that they needn't place themselves in such a stonewalling posture
at any later date.

-Jack

    RE: .3
    
    I agree 100% Bill.  I wasn't saying the voting record of each director
    not be known or evaluated.  I intend to make my voting record WIDELY
    known.  As an elected representative, I consider that an obligation to
    the people who voted for me.
    

    
    I don't know about this "job plan" thing.  It's beginning to sound 
    a little like what's wrong with Digital - mis-placed emphasis on some
    nebulous metrics and goals; has people patting each other on the back,
    but accomplishing nothing.
    The new BOD was voted as our surrogates to oversee the sound management
    of our collective investments.  Let's now let them do what they've been
    empowered to do; and, especially, as *they* see fit.  At least that's
    what my vote of confidence means to me.
    
    /Mike

My ONLY concern with requiring that individual directors be tracked is
that of the privacy of voting.

What I mean here, is will someone vote individually (be the one disscenter
for instance) with their beliefs, if they will be "exposed" as doing so.
In other words, something more scary, will there be more voting with the
concensus view than risk taking? (Isn't this one of the problems with DIGITAL
at the moment).

I don't agree with not releasing the minutes, etc.

I don't agree with not releasing the vote counts as a REQUIREMENT.

I also dont disagree with a board member voluntarily releasing their vote.

BUT out country is founded on a secret ballot.

JURIES use secret ballot (as a rule)

I think it sould be up to the majority to work with, or convince the minority,
which might happen AFTER the deciding vote is taken, with possible dissent.

I would rather see A LOT of 4-3 votes than MOSTLY 6-1 or 7-0 votes thank you.
(perhaps this would be "party l;ines" in the current board, but also perhaps
it is 7 DIFFERENT people with DIFFERENT ideas).


Get us most of the minutes (All that can be published), let us know the AMMOUNT
of support/dissention, don't MICRO MANAGE the executive process either.

These newly elected people all said what they were going to do to improve the
Credit Union if elected.   Now seven of them have been selected by us to run 
the DCU.  I would like them to now tell us how they intend to implement the 
things that they said they would do.  How else can we know whether or not to
support them.  
The comment on secret ballotts is BOGUS here.  It only applies when one is 
voting for a candidate.  Anyone that is not willing to tell us what they plan
to do and how they plan to accomplish it is just a re-run of the previous 
arrogance and should be a candidate for removal.

Give us a bit of time (how long is our honeymoon, anyway? :-) to find out
how we all work together (I still have not yet met 3 new board members)
as far as job descriptions. I'll certainly publish my area of concentration.

I believe the BoD minutes will contain who voted and how. I'm in favor of
making them available if not actually posting them here.

	After the annual meeting a number of us got together. One subject
	was "how long will the 'honeymoon' last?" I said "until Monday". 
	After reading the notes in this conference over the week end I guess
	I guessed wrong. Friday was it. :-)

			Alfred

At least we haven't heard anybody use the term "divorce" :-)

    
    RE: .11
    
    I don't know Paul.  Have you read the reply about Special Meetings yet? 
    I knew I shouldn't have worn that suit to the Annual Meeting...  8-)
    
    One thing is certain though.  Noting in this file will have prepared us
    for anything we might encounter.

    I believe that ballot secrecy is appropriate where personal and private
    decisions are involved.  Chosing a candidate by ballot seems to me to
    be one of those occasions.  Another involves a meeting of owners who
    choose by consensus to vote by secret ballot.  I feel secret ballot to
    be an exception when involving elected officials and public decisions.
    It seems less than appropriate to me for representatives of the people
    to keep secret or to make less than readily accessible their participation 
    in public decisions.  As a general rule, I would expect the BoD to document 
    votes on issues that affect shareholders in general.  Issues involving 
    personal or sensitive information that can't be disclosed to the 
    shareholders at large should probably constitute the majority of exceptions.
    The fact that a board member will be less likely to be re-elected if
    his or her vote were made public on a public issue is poor excuse for a 
    secret vote.
    
    Steve

    
    Voting by your elected Congressional representative on issues
    discussed in Congress is a matter of public record. There is no other
    way to demonstrate that your elected representatives are reflecting the
    desires of their constituents in their actions.
    
    Voting by DCU directors on issues that affect the credit union as a
    whole (not individual members, and in loan approvals or whatever)
    should be a matter of record accessible to all DCU members.
    

Note that in "real politics", the elected leaders do all their voting in
public, and hold many of their discussions in public as well.  I'm not
saying that DCU Board meetings should be public -- I expect a lot of
confidential information comes up.  However, I feel that the voting should
continue to be recorded in the meeting minutes, and available to those who 
request it.  I expect the days of nearly all unanimous votes are over...

I don't think meeting minutes should be posted here.  We are already
tempted to "micro-manage" the Board -- let's not encourage that tendency!
I do expect Board members to communicate with the members on significant 
issues via this and other channels.  I see the Board minutes more as a
backup -- they are one of the things that we need to have access to if
questions come up about what's been going on.  

	Enjoy,
	Larry

PS -- Sure, the honeymoon is still on!  It'll stay on until you do
something that a lot of people don't like... :-)  

	I've been involved in some organizations which open meetings
	of their Board for the rank and file to observe. Sometimes the 
	board will have a short Q & A, or ask attendees about their opinions
	about matters. It also serves as an excellent way for a prospective
	candidate to 1) show interest, and 2) get up to speed *before*
	the election.

					Tom_K