Conference 7.286::dcu

577.0. "DCU_INFO: Minutes of Special BoD Meeting" by PLOUGH::KINZELMAN (Paul Kinzelman) Wed Jul 08 1992 10:23

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Secretary's Note: these minutes are the ones from the BoD's meeeting that
occurred directly after the special meeting at the Sheraton Tara in Framingham.
The previous board redacted the entire meeting and so the minutes were
not available. The current board determined that there was nothing in
these minutes that needed to be redacted so we are releasing the
minutes of the entire meeting.
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                  DIGITAL EMPLOYEES' FEDERAL CREDIT UNION

                        BOARD OF DIRECTORS' MEETING

                             NOVEMBER 12, 1991

      

      

     The meeting held at the Sheraton Tara Framingham, was called to

     order at 11:25 p.m.

      

     PRESENT:      Mark A. Steinkrauss, Chairman

                   Jeffry R. Gibson, Vice Chairman

                   Charlene E. O'Brien, Secretary

                   John H. Rugheimer, Member

                   Abbott Weiss, Member

                   Susan P. Shapiro, Treasurer

                   Donato A. Infante, Jr., Member

      

     STAFF:        Charles J. Cockburn, President/CEO

                   Mary D. Madden, Director of Communications

                   Patricia C. D'Addieco, Asst. Comm. Mgr.

      

     GUESTS:       Joseph S. Melchione, Styskal, Wiese & Melchione

                   James Rice, Bingham, Dana & Gould

      

     GENERAL SESSION

      

     I.     ROLL CALL AND DETERMINATION OF QUORUM

      

     THE MEETING IMMEDIATELY WAS CALLED INTO EXECUTIVE SESSION.

     ATTORNEY CLIENT PRIVILEGE

      

     II.    DISCUSSION SPECIAL MEETING       

            The board discussed the credit union's bylaws as written

            and the reasonableness of 200 signatures requiring a

            special meeting.

      

            Concerns include: the cost to the membership of

            approximately $35-50 thousand (includes mailing, meeting

            room, etc.); percentage of membership (88,000)

            represented; no proxy votes.

      

            The Board then discussed a proposed amendment to this

            part of the bylaws as well as a full review of all

            bylaws.

      

            After a brief discussion of possibilities of additional

            special meetings, Ms. Shapiro noted that a very vocal

            portion of the membership wishes to hold a special

            election as well as receiving more frequent and

            forthright communications from the Board.


     Board of Directors' Minutes

     November 12, 1991

     Page 2

      

            ATTORNEY CLIENT PRIVILEGE

      

            EXECUTION SESSION (continued)

            Mr. Weiss stated that the perpetuation of the present

            board was not the issue.  He noted that the Board's

            responsibility is to keep DCU financially strong and

            make prudent decisions.  He felt that the Board owes it

            to the membership to go forward and let them decide.

      

      

            SPECIAL ELECTION

            The Board discussed the possibility of combining the

            Special Election with DCU's scheduled regular election

            on March 2, 1992.  Since scheduling is already in place,

            and the date is less than 30 days after the 90 day mark

            called by the Special Meeting, it would save money.

      

            The Board agreed to place all of their names on the

            ballot (those who wish to run) and let the membership at

            large make their decision.

      

            Mr. Melchione noted that he would work the issue with

            the NCUA to finalize details of the Special Election.

      

            THE MEETING RECONVENED IN GENERAL SESSION

            AT 12:25 A.M.

      

            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 a.m., November 13, 1991.    

      

      

    And this they were afraid to make public? Weird.

    			Alfred

    What do the "attorney client privileged" comments mean?
    
    -Glenn-

    What the phrase "attorney client privileged" means is that the
    discussion was a private discussion between the board and the board's
    lawyers.  The effect of labeling any communication that way is to
    prevent the communication from being used in court, since private
    communications with a lawyer are not subject to use in court.

    Now, the real question was why they bothered.  I can't see any harm in
    that at all.  The net result appears to be that for no reason at all
    the old BoD greatly angered many members including me.  The BoD seems
    to have acted, according to the minutes, above board on this issue but
    they did not avoid the appearance of impropriety, which is every bit as
    important if they were to have any credibility.

Having compared some School Board meetings with their published minutes,
I assume that a lot was left out of the published minutes in .0.  One 
obvious ommission:  even the minutes do not say just what they approved 
regarding changing the Special Meeting bylaw.  These minutes don't give
me much of a feeling of full and accurate disclosure.  It'll be interesting 
to compare them to the about-to-be-published minutes of the new Board.

	Enjoy,
	Larry

PS -- Personally, I prefer frank and rationally argued statements that 
I disagree with to veiled statements of any kind.  I'm only secondarily
interested in whether Board members agree with my views -- my primary
concern is that they demonstrate an ability to reason effectively based
on the available data.