Conference 7.286::dcu

    nm%DZIGN::DAWKINS
    nm%GUFFAW::GRANSEWICZ
    nm%PLOUGH::KINZELMAN
    nm%WITNES::MANN
    MTS$::"MSO::TOM MCEACHIN"
    MTS$::"MSO::PAUL MILBURY" ! ELF list AKOV13:: but I think it's gone
    nm%LEDS::ROSS
    

    Weimin, thank you.  Your questions are excellent.
    
    I think some of them may have already been answered -- for example:
    I seem to remember that the votes of individual board members weren't
    captured by the secretary for these meetings; they weren't deleted from
    the minutes.
    
    Also, I think someone's already asked that the reason for executive
    sessions be stated in the minutes.
    
    Bob

    Hi,
    
    I feel that not recording individual votes at the April meeting, was a
    retention of poor past proactices. However this info was in the May
    minutes, but was expressly cut out. I want to know who proposed this,
    votes for this, and why.
    
    ESBLAB::KINZELMAN:
    589.5> The May meeting does have individual votes recorded in the
    589.5> minutes, but the individual votes were redacted out before
    589.5> publishing as a result of a vote of the board during the
    589.5> approval of the minutes at the June board meeting.
    589.5> I fought to publish them, but I lost the vote for the May minutes.
    
    I'm asking for info from the board as a whole *AND* as individuals
    so that we can see how they are functioning as our representatives.
    The past board presented itself as a single unit and tried to limit our
    access to info. I find it disturbing that Paul Kinzelman & Phil
    Gransewicz told us about their own votes but cannot inform us about the
    votes of others. What is the reason for this? Why aren't other
    directors keeping the members informed by noting here?

    re: .3
    
    I agree with Weimin.  IMO, vote disclosure is an important part of
    being my representative.  I will not vote for a BoD member that chooses
    to conceal his or her voting record.
    
    Steve

From:	FACMTS::FACMTS::MRGATE::"PKOMTS::IAMOK::A1::MCEACHIN.TOM" 30-JUL-1992 14:09:27.63
To:	VAXWRK::TCHEN
CC:	
Subj:	RE: queries on the DCU board meetings in April and May 1992            1

From:	NAME: Tom McEachin @MSO             
	FUNC: Corporate Internal Audit        
	TEL: 223-7097                         <MCEACHIN.TOM AT A1 at IAMOK at PKO>
To:	See Below
CC:	See Below


         Weimin Tchen,
         
         I'm not sure if you wanted to me to address all of the questions 
         or just some of them, so let me specifically respond to the items 
         that were directed to me, first, and then respond the others 
         to the best of my ability.
         
         Feel free to forward this memo, or transfer into DCU notes.  
         Please understand that these are my personal comments and 
         opinions.  I will never presume to speak for the entire board 
         unless we have had specific discussion and agreement on what/how 
         to communicate.
         
         Query 3 ... I seconded the motion in order to get the issue on the 
         table for vote.  I do not support limitation of terms by decree; 
         that is the role of the membership.  Your responsibility is to 
         vote for a board that you support, and to vote out of office those 
         you do not.  
         
         Query 4 ... I moved to put the motion on the table so we could 
         vote on it, and resolve the issue, which we did.  
         
         I do not support a policy whereby 200 people can call a special 
         meeting of a membership that is 81,000 people strong.  The 
         proposal that was approved was to have 1000 signatures for a 
         special meeting, which seems fair and logical.  However, any 
         group, of any size, representing a special interest can come to 
         the board or to the management team and get effective resolution 
         of their issues.  A special meeting is not the only way to get an 
         issue effectively handled.
         
         Now, as for your other questions:
         
         Query 1 ... The prior board recorded minutes of their meetings 
         with the understanding that these minutes were not being 
         distributed.  The current board has decided to allow its minutes 
         to be published.  I am not sure if we can now publish the minutes 
         of the previous board, but it is a question that can be discussed 
         at a future meeting and with our legal counsel.
         
         Query 2 ... Executive session is our opportunity to discuss issues 
         in private.  We schedule this type of chat at every meeting.
         
         Query 5 ... I disagree with your claim that the purpose of the IPP 
         is to keep information from members.  I cannot tell you what 
         guiding principle was used to develop the original IPP, but I know 
         that the current board has no intention to keep information from 
         the members.  We can certainly reopen the discussion of the IPP at 
         a future meeting if enough members are uncomfortable.
         
         You must take the perspective that this is your credit union.  If 
         enough members do not like the way it is being run, throw out the 
         board and the management and the employees.  But, you have to 
         believe and trust that the people you elected are carrying out 
         your wishes as a body.  If you do not trust that this is being 
         done, throw us out.
         
         Query 6 ... The chair cannot revise recommendations voted by the 
         board.  The chair did decide to make an alternative proposal that 
         she thought was sound and in the spirit of the original request.  
         The fact that the motion was not seconded for voting is because no 
         one wanted to second.
         
         The move into Executive session had nothing to do with the 
         previous discussions, but was called because we had completed the 
         board agenda items.
         
         Query 7 ... I assume Tanya, Paul, and Gail had other commitments.  
         I have also not been present for a board meeting.
         
         Query 8 ... If individual votes were deleted from the April and 
         May board minutes, how did you know how we all voted in those 
         meetings (reference Query 3 & 4 above) ?
         
         We have agreed to publish minutes that include individual voting 
         decisions.
         
         Query 9 ... Good item for discussion at a future meeting.  How 
         will this help the process ?  I would appreciate your view and 
         others on how we can make such a process as effective as possible.
         
         Let me know if you have any other questions or concerns.
         
         
         Regards,
         
         Tom McEachin

    
    > my mail in .0 follows so I deleted it so save space - Weimin Tchen

    
    Weimin,
    
    I have every intention of fulfilling my obligation to the membership as
    far as my voting record is concerned.  Every month it will be presented
    in here and discussion may or may not ensue.  However, I can only
    discuss my vote and my reasons for voting that way.  Other Board
    members may choose to communicate in a different way.
    
    Phil

Ditto for me. I feel that in a representative process, there's no
right that's as fundamental as knowing how your representative
is voting. When the next set of minutes are published (for the June
meeting) you will see individual votes and some of the discussion
around the vote to exclude individual votes from the May meeting.

Hello,

My notes are marked by ">"

         Query 4 ... I moved to put the motion on the table so we could 
         vote on it, and resolve the issue, which we did.  
         
         I do not support a policy whereby 200 people can call a special 
         meeting of a membership that is 81,000 people strong.  The 
         proposal that was approved was to have 1000 signatures for a 
         special meeting, which seems fair and logical.  However, any 
         group, of any size, representing a special interest can come to 
         the board or to the management team and get effective resolution 
         of their issues.  A special meeting is not the only way to get an 
         issue effectively handled.
         
> You must understand there is much sensitivity about this issue. To my
> knowledge a special meeting has only been called once, and that night the
> people who now had to face a special election, decided to abrogate the
> member's rights.

> Please understand that at the special meeting, the call for a vote
> right away on whether to remove the board, prevented the members from
> presenting & hearing testimony.
> I would expect that a board members who supported this measure, would be
> the one who proposed it.


         Query 1 ... The prior board recorded minutes of their meetings 
         with the understanding that these minutes were not being 
         distributed.  The current board has decided to allow its minutes 
         to be published.  I am not sure if we can now publish the minutes 
         of the previous board, but it is a question that can be discussed 
         at a future meeting and with our legal counsel.

> Please bring up this issue. Thanks.

         
         Query 2 ... Executive session is our opportunity to discuss issues 
         in private.  We schedule this type of chat at every meeting.
         
> Would it be possible to mention in the minutes what the issues under
> discussion in all executive sessions are? Thanks.


         Query 5 ... I disagree with your claim that the purpose of the IPP 
         is to keep information from members.  I cannot tell you what 
         guiding principle was used to develop the original IPP, but I know 
         that the current board has no intention to keep information from 
         the members.  We can certainly reopen the discussion of the IPP at 
         a future meeting if enough members are uncomfortable.

> The IPP was setup at a time when members were trying to get info on our
> DCU.  Pres. Cockburn declared that the IPP was needed due to the expense
> of research but would not tell us the volume of queries or their
> administrative cost.
> Since this board "has no intention to keep information from the members"
> the IPP should be cancelled. Your mail reply to me helps to foster an
> environment of communication. Thanks.

       
         You must take the perspective that this is your credit union.  If 
         enough members do not like the way it is being run, throw out the 
         board and the management and the employees.  But, you have to 
         believe and trust that the people you elected are carrying out 
         your wishes as a body.  If you do not trust that this is being 
         done, throw us out.

         The move into Executive session had nothing to do with the 
         previous discussions, but was called because we had completed the 
         board agenda items.

> But why call the exec sess; if people want a break, why not call a recess?
     
    
         Query 7 ... I assume Tanya, Paul, and Gail had other commitments.  
         I have also not been present for a board meeting.

> Yes I noticed you weren't able to make the April meeting but assumed
> your work schedule didn't allow it. I assume that board members ran for the
> position w/ the understanding that much time would be involved, especially
> initially (as Chris Gillette mentioned in a note).
> If a board member leave, is quorum reduced?


         Query 8 ... If individual votes were deleted from the April and 
         May board minutes, how did you know how we all voted in those 
         meetings (reference Query 3 & 4 above) ?

> Paul Kinzelman & Phil Gransewicz explained their votes in DCU.note (I quote
> this in my mail). Thus other votes could be inferred from a 2 vs ... vote.


         We have agreed to publish minutes that include individual voting 
         decisions.

> Thank you.
         

         Query 9 ... Good item for discussion at a future meeting.  How 
         will this help the process ?  I would appreciate your view and 
         others on how we can make such a process as effective as possible.
         
         Let me know if you have any other questions or concerns.
         
         
         Regards,
         
         Tom McEachin

> As mentioned before, thanks for taking time to write this extensive reply to
> me.	-Weimin tchen

> But why call the exec sess; if people want a break, why not call a recess?

	Probably because they wanted to talk about something that was
	not on the agenda, and was not appropriate to have in the minutes
	of the meetings. I can understand the need to do this. But having
	the general subject of the discussion made public would be a big
	help in understanding why a particular executive session needs
	to be so.

					Tom_K

    
>	this. But having
>	the general subject of the discussion made public would be a big
>	help in understanding why a particular executive session needs
>	to be so.
    
    You have been heard.  In due time you will see that this issue has
    been put to bed.  About all I can say at this time, which I realize
    isn't much and very vague!

> You must understand there is much sensitivity about this issue. To my
> knowledge a special meeting has only been called once, and that night the
> people who now had to face a special election, decided to abrogate the
> member's rights.
    
    Some would argue, and have, that a small number of members deciding to
    call a special meeting may not be in the best interests of the
    membership as a whole.  I'm glad to see work is being done to properly
    address this issue.

Note 592.11 by MAPVAX::MACNEAL 

.    Some would argue, and have, that a small number of members deciding to
.    call a special meeting may not be in the best interests of the
.    membership as a whole.  I'm glad to see work is being done to properly
.    address this issue.

In other words, the system worked the way it was meant to be, but because
the people in the system got the boot, they want to change the system
so it can not happen again...

	- mark

.11> MAPVAX::MACNEAL 
.11> Some would argue, and have, that a small number of members deciding to
.11> call a special meeting may not be in the best interests of the
.11> call membership as a whole.  I'm glad to see work is being done to properly
.11> call address this issue.
    
    
    I have 2 points on the issue of recinding the increase in the number of
    petitions for a special meeting:
    
    1. Responsibility to campaign promises:
    
    Why did only 2 of the "Real choice" directors vote to recind when 4
    directors signed a statement that they would? Thus an explanation of
    the reasons is owed to the members who voted for them and thir
    platform.
    
    2. Sensitivity to a point of concern:
    
    There are pro's & con's on what nr of petitions are required. Whatever
    maybe the "correct" nr, an explanation is owed to the many members who
    are highly interested in this issue since it was an issue in voting-out
    the past board who then appeared to restrict this member right.
    
    I question the info & votes on this, not because I feel that the
    directors were elected to represent the members and not just function
    as an independent BOD entity.

    My thanks to Phil Gransewicz and Paul Kinzelman for volunteering a
    record & explanation of their votes in this notesfile, and to Tom
    McEachin for replying to my mail inquiry.
    
    .6> GUFFAW::GRANSEWICZ                                   
    .6> However, I can only discuss my vote and my reasons for voting that way.
    
    I find it disturbing that Paul Kinzelman & Phil Gransewicz told us
    about their own votes but cannot inform us about the votes of others.
    What is the reason for this? Did the past board implement a secrecy
    policy on directors (perhaps in the same meeting they appointed a
    Supervisory Committee last April)? What are the DCU's secrecy policies?
    Is there secrecy policy that restricts directors from discussing secrecy
    policies? :-}

    
    RE: .14
    
    There is NO secrecy policy that prohibits either Paul or myself from
    disclosing who voted for what.  Personally, I believe this 
    is a Director's individual responsibility.  As I have said, some may
    wish to communicate in other ways.  I do not wish to interfere with any
    other Directors' style of communication.  This issue may or may not
    disappear when minutes with individual votes are issued.
    

I am posting this note as my personal opinion, responding to a concerned
member's direct question in the notes file.

As you'll be able to see when I post the minutes for the June meeting,
a motion was made and carried to redact individual names from the June
minutes (I originally made sure the minutes had individual names listed
for each vote).
Since the board voted to not make public how each BoD voted, I feel personally
obligated to not publically disclose how individuals voted.
I do not feel similarly restricted from publicizing my own votes and reasons.

�                         -< It worked, why change it? >-
    
    This has been discussed many times before.  I guess we'll just have to
    agree to disagree on this one.  You'll also apparently have to agree to
    disagree with the current board.

       Personally, I will not vote for a director who does not make his/her
    votes public, period. No explainations will matter.
                                     Denny

Starting with the minutes of the June meeting, individual votes on issues
will be recorded and be publically available.

.16> As you'll be able to see when I post the minutes for the June meeting,
.16>a motion was made and carried to redact individual names from the June
.16>minutes (I originally made sure the minutes had individual names listed
.16>for each vote).
.16>Since the board voted to not make public how each BoD voted...

.19>Starting with the minutes of the June meeting, individual votes on issues
.19>will be recorded and be publically available.

	OK, I'm confused. Can you help me reconcile the above two notes,
	Paul?

					Thanks,

						Tom_K

Sorry... It's tough to keep straight what minutes go to which month because
we vote to accept June's minutes in the July's meeting, etc.

During the June meeting, the board voted to redact individual names from
the May minutes before release, but to allow them on subsequent minute
releases. So, when I post the June meeting minutes which we approved in
the July meeting (after a few changes), you'll be able to
follow the discussion concerning the vote about redacting individual votes.

I think I've got that right now, but I can't be sure. :-)

I'd like to thank Weimin Tchen for raising some interesting questions 
in this note string, and I'd like to thank board members Tom McEachin,
Paul Kinzelman, and Phil Gransewicz for contributing to it.  This sort
of back-and-forth is what I always wanted to find in the DCU notes file:
positive information about what's going on, clear statements of opinions
by Board members and shareholders, and a fairly high tone to the discussion.

I'll just make a couple of points.  First, I share other people's discomfort 
with people proposing motions who don't agree with them, based on how that
technique was used at the Special Meeting.  Second, my interest in term
limits springs from the great difficulty of any challenger getting out
real information about issues to the broad membership -- if that problem
were solved, I'd be happy to abandon support for term limits.

Finally, I think all the talk about the problem of just 200 members being
able to call a special meeting is true in theory but moot in practice.
There just isn't going to be anyone who has the incredible energy and
commitment needed to push a special meeting drive unless there is a fairly
broad perception that something is seriously wrong.  The special meeting
provision is like a fire escape -- it needs to be there in case all else
fails, and it needs to be easy enough to use so that it really is used.
I'm not as concerned where the limit should fall between 200 and 1000
signatures -- as a practical matter, I doubt anyone could succeed at a
special meeting if they couldn't gather 1000 signatures.  However,  if
someone ever abuses the special meeting rule, then I would agree that 
special meetings should be made harder to call.  At present, all of the
evidence suggests that the system works as intended.

	Enjoy,
	Larry

�as a practical matter, I doubt anyone could succeed at a
�special meeting if they couldn't gather 1000 signatures.  
    
    That is only part of the concern.  As we saw, these meetings are a very
    real and a very large expense that should not be made on a whim.  I
    would hate to see another $30K spent just to vote down some idea that
    88,000-200 thinks unreasonable.

    
    Again, again, again...
    
    Show me just one DCU special meeting that by even the most hare-brained
    after-the-fact analysis indicates that it:
    
    o  was called on a whim
    
          -- or --
    
    o  caused the will of the minority to be imposed on the majority
    
    and I will agree that 200 signatures is too low.
    

Re: .24

You already know the answer is there has only been one meeting called for
good reason. The point is that until Phil actually read the bylaws, nobody
even knew it was possible so anybody who might have been inclined to cause
one to be called didn't know about it. Previous history then is moot.

I think the more important question is whether the current bylaw is
reasonable and I think it is. Anybody can probably get 200 people to sign
most anything without too much trouble. Is it reasonable to put a lot of
time, effort, and dollars of DCU at risk? Having 200 signatures and a
committee of 5 at least allows a negotiation to take place to resolve any
uissues s othat a meetingmight not have to be called. I say let's move on to
more important things.

Granted the change was not discussed with the membership, but there was no
time to poll the whole membership and it seemed to me that there was a
general feeling that the 2000/5000 number was too high.

More importantly, how would folks suggest we handle bylaw changes
in the future?

I propose that I post a note in here (which may be forwarded) as well as
notify the membership in one of our new board communications newsletters
and allow any interested party to contact DCU if they have any comments.

>                               -< Let's move on >-

	Given that what was actually done is pretty reasonable, why not.
	Just remember, we *are* watching :-) One more thing before we do 
	though...

	As it stands some hypothetical future board made up of slimeballs�
	could change the by-laws right back to 5000 again. What is being
	done to prevent that possibility

>More importantly, how would folks suggest we handle bylaw changes
>in the future?

	Your suggestion is pretty close to what sprang to my mind.
	A suggestion box in the branches, the contents of which
	gets forwarded to the Board, might also be a good idea.

				Tom_K


	� The use of the term "slimeballs" here is simply for added color,
	and any resemblance to any actual persons living or dead is
	expressly unintentional.

>>> slimeballs...

Geeze, you really *are* asking for it, aren't you? :-)

Concerning locking in of the bylaws...

Yes, a "locking in" of certain passages will be an essential part of any
non-standard bylaws. If we don't lock the changes in, there's absolutely
no use to make any non-standard changes because a future board could
remove the changes at their whim. If you've got a good
board, then you don't have to worry about it, but if you have a bad board,
then any non-standard bylaws could be rescinded without notice.

I've spoken to a person at the NCUA and they said they'd "consider" the
change and the person I spoke to personally felt that a "lock in" bylaw
was reasonable.

Re: .27
I should have added the disclaimer:

I am noting here concerning my personal opinion about what I think should
be in the bylaws. I am in no way representing the board nor anyone else, nor
is what I want guaranteed to be passed by vote of the board.

.23>    That is only part of the concern.  As we saw, these meetings are a very
.23>    real and a very large expense that should not be made on a whim.  I
.23>    would hate to see another $30K spent just to vote down some idea that
.23>    88,000-200 thinks unreasonable.
    
    I think you are being a tad unreasonable.  First, in order to get
    enough of an effort going to get enough signatures, the issue has to
    arouse concern among a significant number of members.  So if 200
    signatures are required and obtained, it is much much more likely that
    a much larger number of members are convinced that a meeting is
    justified than it is that the number of signers is the entire total of 
    concerned members.  Second, the assumption that a moderately large
    number of signatures can be obtained for an unjustified concern impugns
    the membership, IMHO.  I believe it is more likely that most members
    will exercise their authority to petition for a special meeting
    responsibly, and will not sign a petition for anything that is not
    really a justified concern.
    
    Finally, I think that there is another factor, especially now that
    we've done it once.  That factor is the political reality of membership
    control over the board.  If a special meeting is difficult to call, the
    board can be less responsive to the membership in the belief that they
    will not have to answer for their actions until their term is up.  On
    the other hand, if it seems more possible that the membership could
    practically repeat the exercise, the board is more likely to take steps
    to ensure that it is unnecessary (by being sensitive and responsive to
    the membership at large).  I am not so concerned about this with the
    present board, but that is true for any future board also.
    
    Based on all those factors, I would prefer a reasonably low threshold.