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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

588.0. "BoD minute discussion for April 28, 1992" by PLOUGH::KINZELMAN (Paul Kinzelman) Wed Jul 22 1992 14:39

Reserved for the discussion of the BoD minutes for April 28, 1992
The minutes themselves are in note 2.1
T.RTitleUserPersonal
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588.1Thanks and a nitULTRA::KINDELBill Kindel @ LKG2Wed Jul 22 1992 15:3611
    Thank you, Paul, for posting the minutes.  My main suggestion at this
    point is that VAXnotes readers don't need them to be double-spaced and
    paginated.  How about entering straight text here and placing a version
    that is suitable for printing/posting into a file in a known location?
    
    My only other nit seems to have been touched on at the May meeting. 
    When reporting the outcome of motions, please adopt a consistent format
    (e.g. "nn FOR, nn AGAINST, nn ABSTAINED -- ") and either "MOTION PASSED"
    or "MOTION DEFEATED".  You're right to note when a vote requires other
    than a simple majority for passage, though I'd suggest doing so BEFORE
    reporting the outcome.
588.2RANGER::MCANULTYWed Jul 22 1992 17:387
    ...wow... 
    
    	And this is the same DCU from last September? :-)
    
    	Thanks to all of you.
    
    	Peter
588.3DECLB1::SHERMANECADSR::Sherman DTN 223-3326Wed Jul 22 1992 18:0112
    I feel that shareholders expect to see what the voting records are of 
    their elected representatives if they so choose.  This is at times a
    hot topic when it concerns government officials.  Basically, how else
    can we be assured that the directors we voted for are representing our
    interests?  There were no "hot" questions with this set of minutes. 
    But, if such questions come up, the Board doesn't decide the way I would 
    like and the voting is kept secret, I plan to contact all Board members
    to ask what their vote was and why.  Just as with government officials 
    and as with the recent DCU elections, I may expect that my concerns 
    would reflect the concerns of others.
    
    Steve
588.4TOMK::KRUPINSKIRepeal the 16th Amendment!Wed Jul 22 1992 18:1735
	First and foremost, thanks for posting the minutes!

	Now, on to the comments and questions...

>	Mr. Cockburn informed the Board of their right to waive a seven 
>	(7) day notice for Board of Directors' Meetings.

	I take this to mean that normally, each BoD member must be notified
	about a BoD meeting 7 days before it is held, but that the Board
	my vote to waive that right. I think that is a bad idea, unless
	it is waived by all 7 directors. If you don't know about a meeting,
	and hence aren't there, you can't vote against waiving the right
	to notice...

>	After a brief discussion, the Board decided to hold the regular
>	monthly Board Meetings on the fourth Tuesday of every month, beginning
>	at 3 p.m. at the DCU headquarters office in Maynard.


			a) encouraged to attend?

	Are members	b) discouraged from attending?

			c) prohibited from attending?

	I understand that if an executive session is called, members would
	be excluded. 

re: Attorney/client privilege:

	It was stated that only the full Board can waive this privilege. 
	Does that mean all 7 directors, or all those in attendance? 


					Tom_K
588.5ESBLAB::KINZELMANPaul KinzelmanWed Jul 22 1992 19:2012
The waiving was to get around a legal problem. There must be a board meeting
every month, and so we had to have one in April. However, the election results
were announced late in the month so there wasn't time to do the 7 day thing.
All other board meetings are announced way in advance so this shouldn't
be a problem.

I don't know if members can attend. I'll ask. I suspect it would require a
vote of the board.

re: A/C privs
I don't know the answer to that. I would think that it would be a simple
majority. Fortunately it is moot for now, because we all voted in favor of it.