Conference 7.286::dcu

>	Whether prior Board's minutes can be released is a question that 
>	can be discussed at a future meeting and with our legal counsel.

	Hey, it's ok to say "We're not sure if we can release the prior
	Board's minutes without legal problems, and want to check with
	our lawyer first". 

> The DCU Bylaw requirement of 5,000 signatures needed to request a 
> Special meeting was rescinded unanimously by the Board.  The debate 
> at the meeting was related to whether 200 or 1000 signatures was the 
> appropriate number.  It was generally felt that 200 signatures was
> too low for a credit union of 88,000 members.  A motion of 1000 
> signatures to request a meeting or 200 signatures and a five member 
> committee required to meet with the Board prior to calling a Special 
> Meeting carried unanimously.

	When folks read campaign blurbs that said that a candidate would
	vote to rescind the special meeting by-law change, they certainly
	didn't expect that such a candidate would immediately turn around 
	and vote for different, higher limits. Maybe naive, of us, but we
	we said we wanted the change rescinded, we meant permanently. Maybe
	higher limits *are* warranted. But would it have hurt to make a 
	standard change back to 200 for which you wouldn't need any NCUA
	approval, and then make a proposal to the membership for limits
	of 1000, and see what kind of reaction that got? Regardless of
	whether the limit of 1000 is appropriate, some members will regard
	this action as breaking a campaign promise, even though the promise
	was technically fulfilled.

> The May BOD meeting was held on a Friday afternoon following a two-day 
> DCU orientation. ...
> ...Lengthy discussions on many issues prolonged the 
> Gail Mann left the meeting at 6:15 p.m. due to child care 
> issues while the other two board members had previously scheduled 
> engagements and left ten minutes before the meeting adjourned.  

	Given that the meeting ran fairly late I don't think there is a 
	problem with some members needing to leave early. After all, they
	did attend past the time that had been planned. And I regard the
	fact that the members felt it was safe to leave the meeting in the
	hands of the remaining BoD members, rather than need to call for
	an adjournment shows that the BoD members trust each other not 
	to pull any funny stuff in their absence.

>	Any ideas or proposals are welcome and may be placed on the agenda 
>	for a future meeting.

	Proposals:

		1) Welcome any member who wishes to attend and observe
			any and all DEFCU BoD meetings (except for portions
			that are Executive Session)

		2) Record in the minutes of BoD meetings the subject
			matter of each Executive Session to as specific as
			is possible for each particular case.

		3) Ask for a management opinion about the feasibility and
			business soundness of allowing all DEFCU shareholders
			to make up to 5 foreign ATM transactions per month
			without charge.

re IPP:

	Big improvement. I think it's reasonable that if someone wants some 
	very detailed info that may take a lot of work to dig up that DEFCU
	might want some of the costs reimbursed, the only thing is that the
	way the policy is now worded, there is too much discretion. I think
	the old Board could have used the new IPP to accomplish a lot of what
	they did under the old IPP. I'd consider being more specific...


		Thanks for the response!

						Tom_K

Re: .1
Could you suggest how the IPP could be changed to be more specific?

Don't forget that these policies can be changed at any time by the board
(as we saw) so spending lots of time writing a good policy could go out
the window because in the future, the board could change it back to what
it used to be when you might need a good policy the most.

    Looks like progress to me.  Thanks!
    
    Steve

Note 593.2 by PLOUGH::KINZELMAN 

>Don't forget that these policies can be changed at any time by the board
>(as we saw) so spending lots of time writing a good policy could go out
>the window because in the future, the board could change it back to what
>it used to be when you might need a good policy the most.

Suggestion:

Have the verbage say that ONLY a membership vote can change things like this.
This would allow changes, but not willy nilly like the previous board did.
The vote could occur on the annual ballot...

	-mark

Re: .4
That's a good idea, but unless it's in the bylaws, I doubt that it would
be legal. Remember that you only need it when the board's being
unreasonable in which case you'd have trouble getting it enforced.

    
    I disappointed in the extreme that the 200-signature rule has not been
    reinstated.
    
    There was nothing wrong with this rule. It worked. It was invoked only
    once in the history of DCU, when the situation surrounding the Bod became
    intolerable. There is absolutely no indication that it provided too much
    leeway to too few people; there is only the grousing of those who stood
    to lose the most because of the power it gave to the DCU owners.
    
    I will not be able to give my support to any director who does not
    vote to have the 200-signature rule imemdiately reinstated. If others
    feel the number is too low, let them submit a change to popular vote;
    let the system work, the way it did the last time.
    

Actually, if five people are willing to represent the members signing
the petition, then you only need 200 signatures now. I've heard from
Chuck that the non-standard bylaw change has been approved by the NCUA
so instead of the 2000/5000 number, it's now 200/1000.

RE: all

I think what is missing here is that there is a significant expense in holding
a special meeting.  The board (I feel properly) does not feel that it is in the
best interest of ALL 88,000+ members to have to bear the expense of the wishes
of only 200.  Sure, the number of times the meeting has been called has been
low (1), but that is not the point.  They have to deal with the FUTURE possibi-
lity of that expense being caused by less than 1/4% (less than 1 member out of
400) of the membership.  All of you who oppose their repealing the large figure
but not necessarily going back to the small figure ought to look at it from this
perspective before reaffirming your opposition.

If there is a serious issue to deal with, there should be no problem getting the
needed 1,000 signatures.

    
    
      FWIW,  what percentage of the CU membership did 200 members 
    	represent when the Bylaws were written?
    
      What percentage of the current 88000 members does 1000 represent?
    
      I don't think it's unreasonable to require more signatures as
    the size of the credit union grows.    And as we've seen,  if
    the dissatisfaction level ever rises to "special meeting"  levels,
    1000 signatures wouldn't be hard to obtain...
    
    
    							-al

    
    Yes, but it wasn't "200 with a representative committee" before, and it
    shouldn't be "200 with a representative committee" now.
    
    It should be "200".
    
    For any changes that abrogate in any way, shape, form or degree my
    rights as an owner, I expect to see damn good justification.
    
    It wasn't broke; it shouldn't have been fixed.
    

    Kinda rubs me the wrong way when leaders make changes because of a
    reduction in trust of the constituents/owners.  It was infuriating to
    discover that the former BoD figured the system wasn't working when
    they had an overwhelming number of shareholders vote to have new
    elections.  Further, the elections indicated to me that the system
    worked correctly and that the relatively small number of attendees
    fairly represented the interests of the general membership.  Seems to me 
    that the previous special meeting and results bore witness to how well the 
    current system works, rather than that it needed to be changed as the 
    former BoD thought.  In fact, it seems to me that in light of recent DCU 
    history, the current BoD would have a difficult time finding any evidence 
    to validate the changes to the process proposed by the previous BoD.
    
    Steve

Actually I think having the committee provision in there is a good idea.
Consider if it wasn't there; if the number of signatures is presented, then
the special meeting must be held. With the committee provision in there,
the board must listen to the concerns of the members signing the
petition without the great expense of a special meeting.
If the board still does not adequately address the concerns,
then the special meeting must still be held.

    Re .12:
    
>   Actually I think having the committee provision in there is a good
>   idea.  Consider if it wasn't there; if the number of signatures is
>   presented, then the special meeting must be held.  With the committee
>   provision in there, the board must listen to the concerns of the
>   members signing the petition without the great expense of a special
>   meeting.  If the board still does not adequately address the concerns,
>   then the special meeting must still be held.
    
    I agree.  I can't say that the "committee of five" provision would have
    avoided the last special meeting (we had collected well over 1,000
    signatures in any event), but things might have been a LOT less
    confrontational if the Bylaws had established a means of recognizing a
    small group of people as representive of some large number of unhappy
    members.  Instead, we HAD to follow through with the special meeting in
    order to have ANY voice.

	It isn't so much that 200/1000 isn't a good set of numbers.
	It probably is.  200/1000 isn't what RC promised. RC promised 200. 
	They should follow through.

	Then, since this is an issue upon which there is clearly membership
	controversy, they should propose 200/1000 and make a case for it. 
	NETWORK would be a perfect vehicle. Solicit input from the membership,
	and make a decision based upon the input received.

						Tom_K

�    There was nothing wrong with this rule. It worked. It was invoked only
�    once in the history of DCU, when the situation surrounding the Bod became
�    intolerable. 
    
    Basing a conclusion/decision on one datapoint is asking for trouble. 
    For all we know this could have woken someone up to the ease at which a
    special meeting could be called.
    
�there is only the grousing of those who stood
�    to lose the most because of the power it gave to the DCU owners.
    
    I don't think so.  I heard regular members concerned about the ability
    of a few making a change for the majority.  There was apparently some
    concern even at the meeting since the whole BoD wasn't voted out on the
    spot, but rather the entire membership was given a chance to do so if
    it desired.

�	It isn't so much that 200/1000 isn't a good set of numbers.
�	It probably is.  200/1000 isn't what RC promised. RC promised 200. 
�	They should follow through.
    
    This isn't a RC BoD.
    
    I thought people wanted BoD members who thought independently and
    didn't want them to act as a block.

    
    re .15:
    
    Your own words show that the system worked exactly as it should have.
    
    There was never any power in the 200 to change DCU -- only to invite
    any and all to participate in the change process. That was done.
    
    There was clearly a desire on the part of the 200 to immediately remove
    the old BoD. That desire was not shared by the general membership, and it
    did not happen. Instead, a general election was held (in which the old
    Bod was removed). The process worked.
    
    If it is questionable to look at one successful data point and decide
    the process works, it is lunacy to look at one successful data point
    and decide it doesn't work.
    

    
re: 593.14

This statement is my own personal opinion as does not reflect the position
of the entire Board.

I absolutely disagree with your statement that RC promised 200.  RC
candidates promised to rescind the bylaw change requiring 5000 signatures.
This has been done.  The majority of DCU members I spoke to during both
the signature drives and campaign supported more than 200 signatures.
During the planning/pizza sessions, several people also voiced concern 
that 200 was considerably low.  Reducing the number from 5000 to 2000 
was even discussed.  

In summary, I believe that my vote to support 1000 signatures or 200 with
a 5 member committee is reflective of the broader DCU membership and I'll
stand by it.  I also believe, like Tom McEachin, that a special meeting
is not the only way to get an issue resolved effectively.  You have a new
Board that listens AND communicates.

Best regards,


Tanya L. Dawkins

-------------------------------------------------------------------------------

From:	SMAUG::GARROD "Rumours are usually young facts  04-Mar-1992 1757"  4-MAR-1992 17:54:15.20
To:	@DIS:CANDIDATES
CC:	
Subj:	Joint Statement Posted

                <<< SMAUG::USER$944:[NOTES$LIBRARY]DCU.NOTE;5 >>>
                                    -< DCU >-
================================================================================
Note 485.0      REAL CHOICES posting: DCU BOD Candidate Statement        1 reply
SMAUG::MODERATOR "DCU notesfile moderator"           51 lines   4-MAR-1992 17:49
--------------------------------------------------------------------------------
		 "REAL CHOICES" for the DCU Board of Directors

Soon after March 14th, DCU members will receive      Tanya Dawkins       MLO
ballots to elect a new Board of Directors.  The      Lisa DeMauro-Ross   SHR
names at the right are candidates whom I support     Christopher Gillett GSF
for their qualifications and strong commitment to    Phil Gransewicz     TTB
reforming the questionable practices of the past.    Abhijit Gupta       HLO
They can make the DCU Board both responsive to       Gim Hom             MLO
and representative of the membership.  The Board     Paul Kinzelman      MSO
exists to serve us and answer to us.  Please         Richard Luciano     TTB
take time to vote in this important election.        Alfred Thompson     NIO

The above "REAL CHOICES" candidates, all nominated by petition, are all
committed to the following goals and philosophies:

o Restore membership confidence through more extensive, honest, and open
  communication about what is happening at *our* credit union.  No more
  glossy brochures offering "more choices" to disguise fee increases.

o Return power to the members by reviewing all recent bylaw changes and 
  seeking membership approval for future bylaw changes.  Rescind the bylaw
  change that requires 5,000 signatures to call another special meeting.

o Increase membership feedback into credit union operations and restore
  member involvement in advisory and oversight committees.  Recognize 
  that most members are good credit risks and should be treated that way.

o Improve the financial status of the DCU by focusing on long range
  solutions instead of short term fixes.  Focus on loaning money to 
  members at good rates and try to hold the line on fee increases.

o  Review the lending and investment practices that led to the current 
   state of the DCU, and report findings to the membership.

o In short, turn the DCU back into the successful credit union it once 
  was.  We need a credit union that is committed to serving its members, 
  not one that is committed to trying to imitate a commercial bank.

The candidates listed above all gained access to the ballot by petition --
we feel that the nomination process this year did not offer real choices 
for reform.  Contrary to DCU Election Guidelines, DCU President Chuck 
Cockburn was a member of the Nominating Committee, which chose just 9 
candidates for 7 open positions -- including two incumbents.  

If you would like to know more about the "REAL CHOICES" candidates, please
contact us or any of the candidates listed above.  Or you can copy files 
from public directory GONAVY::DCU$PUBLIC: or notes file SMAUG::DCU, which
contain candidate position statements and some documents describing what
went wrong at the DCU and why reform is so desperately needed.

	(sender's name here)
================================================================================
Note 485.1      REAL CHOICES posting: DCU BOD Candidate Statement         1 of 1
SMAUG::GARROD "An Englishman's mind works best when " 6 lines   4-MAR-1992 17:54
                             -< Background on .0 >-
--------------------------------------------------------------------------------
    The base note was posted on behalf of a group of 9 DCU Board of
    Directors Candidates who were entered on to the ballot by DCU member
    petition. These candidates have chosen to associate with each other
    under the banner of "REAL CHOICES" candidates.
    
    Dave

	Hi Tanya,

	You folks are doing a good job, despite everything I'm writing that
	might make it seem that I'm unhappy. 

	But...

>o Return power to the members by reviewing all recent bylaw changes and 
>  seeking membership approval for future bylaw changes.  Rescind the bylaw
>  change that requires 5,000 signatures to call another special meeting.

	OK the bylaw change that required 5,000 signatures to call another 
	special meeting was rescinded as promised. That would leave us with
	a 200 rule. Between the rescission which occurred as promised, and 	
	the change which implements 200/1000, I was promised, "membership 
	approval for future bylaw changes". The By-laws had to be changed 
	to get 200/1000 right? When did the promised, "membership approval 
	for future bylaw changes" for the 200/1000 by-laws change occur?
	Perhaps I was not paying attention then.

					Tom_K

    ...at this stage I really think it's nit picking.  Let's let the new
    BoD get on with the job.
    
    /Ed

RE: Note 593.18 by DZIGN::DAWKINS 

    
>a 5 member committee is reflective of the broader DCU membership and I'll
>stand by it.  I also believe, like Tom McEachin, that a special meeting
>is not the only way to get an issue resolved effectively.  You have a new
>Board that listens AND communicates.

What happens when we no longer have a board who 'listens AND communicates'?

The special meeting by laws are there for that VERY purpose.  They are not
for the good times, but for the bad.  We seem to be in much better shape.
What about when we get some of the previous BOD who did not care what
the membership thought...

Leave the power in the hands of the people.

	- mark

RE: Note 593.12 by PLOUGH::KINZELMAN 

>Actually I think having the committee provision in there is a good idea.
>Consider if it wasn't there; if the number of signatures is presented, then
>the special meeting must be held. With the committee provision in there,
>the board must listen to the concerns of the members signing the
>petition without the great expense of a special meeting.
>If the board still does not adequately address the concerns,
>then the special meeting must still be held.

History is a harsh teacher.  Our previous board had various contacts with
members acting as a special committee (more or less).  The committee did not
work than and will not working the future, unless the BOD WANTS it to work.

The BOD did not listen and the tolitarian regime started with IPP and other
poppycock.

The next time a special meeting will be called, we will find the BOD to
not be listening again...

	-mark

.10> It should be "200".

Nope, and here's the reason:

.10> For any changes that abrogate in any way, shape, form or degree my
.10> rights as an owner, I expect to see damn good justification.

Your share of ownership has dwindled merely because the DCU has grown in
membership.  Therefore, your ability to command 1/200th of a call for a
special meeting back then is not the same as it is now due to your share
of the ownership has changed.

I'd like to thank Tanya Dawkins for replying to my query here in DCU.note .
The issue of directors' responsiveness and duty to represent the members has
been very important over the last year.

Some might feel that the members should just let our elected directors handle
the DCU w/o bothersome questions from members since they are the experts and
have access to info that we don't. Unfortunately this was one of the problems
w/ the previous BOD: poor representation and reluctance to release info. On the
other hand, good communication can help build up our enthusiasm for the DCU and
perhaps bring forth helpful ideas. (v. Some industries' attempts to improve
workers' initiative & production quality).

                                                         
.0> DZIGN::DAWKINS
.0> 1) publishing monthly Board minutes in VAXnotes 

.0> 3) releasing information in VAXnotes in response to member questions 
.0> raised through this medium.

Thanks for taking the time to communicate w/ the members through DCU.note .
I look forward to seeing more from the board as a whole, and from *each*
individual director (as well as from the DCU - BTW will the DCU postings be
resumed?). I realize this takes time but that should have been foreseen in
running for a position after the term of a very controversial BOD.

Would it be possible to post the minutes sooner than 7 weeks after the
meeting? I realize that it takes time to transcribe them, but after that
the doc could be sent out electronically and an electronic vote could be held
to approve them (i.e. use DEC's office automation system).


.0> * Gail Mann left the meeting at 6:15 p.m. due to child care 
.0> * issues while the other two board members had previously scheduled 
.0> * engagements ...

I can certainly sympathize w/ the restrictions of the US childcare system,
since my wife & I both work and our son is 19 mo. old.
How does it affect quorum when members leave? What is quorum for a 7 member
BOD ( 7 * 2/3 = 4+ ) ?


.18> quoting Real Choices statement in 485.0 :
> Return power to the members by reviewing all recent bylaw changes and 
> seeking membership approval for future bylaw changes.  Rescind the bylaw
> change that requires 5,000 signatures to call another special meeting.

Are there any motions pending to implement the pledge of members'
approval for bylaw changes?

Thanks
-Weimin

    Re: .18 (Tanya Dawkins)

    Here is the quote you posted from the RC campaign literature:

o Return power to the members by reviewing all recent bylaw changes and 
  seeking membership approval for future bylaw changes.  Rescind the bylaw
  change that requires 5,000 signatures to call another special meeting.

    If you want to be technical, since you are the one who posted the
    quote, rescinding the 5000 number and passing a 4999 number would meet
    your campaign promise, according to your logic.

    But I can find only one way to read that promise: return the number to
    200 and then get membership approval for any changes to any other
    number.  Where is the membership approval?  You didn't even ask in the
    one forum to which you have easy access.

    I was the RC campaign manager in Colorado Springs, and I don't want to
    see any more bylaw changes (other than returns to the previous state)
    without some prior discussion.  Your rational� that you implemented
    your promise is simply not logical, and I am not happy about it,
    however plausible the new rule may seem.

    I am expecting the BoD to set up a system that cannot be changed by
    some future BoD without the approval of the membership.  As has been
    pointed out, some future BoD can change the numbers back to 2000/5000
    at some midnight whim.  What are you going to do to prevent that?
    
    And I want to see the voting results for the one meeting for which they
    have not been posted.  The current BoD can do that!  Let's not have
    some explanation of why they are not posted; let's get whatever BoD
    approval is necessary to post the individual votes for that meeting.

Speaking as one of the primary "word crafters" for the RC campaign
document we're discussing, and for what it's worth (which may not
be much), I think the Board's action regarding the special meeting 
matches the campaign promise.  At least, it matches what I was
personally trying to convey when I word-crafted that promise.

Briefly, I regard these notes file discussions as seeking membership 
approval for the bylaw change.  I expected the Board to act as quickly
as possible to make a dramatic change in the 2000/5000 signature rule
(as well as a few others like IPP), and *then* start the process of
exposing their action and seeking approval for these and future changes.
They've done it, and it's now time to talk about whether 200/200 is
better.  If there is a broad consensus in favor of 200/200, I'll
expect certain Board members to try to change the bylaws yet again.
(Personally, I think 200/1000 is reasonable and practical.)

Obtaining consensus on and then writing up a campaign promise list
turned out to be an arduous process.  I argued for making them as
specific as possible, so people'd know what we were talking about.
The opposing need to make them concise unfortunately caused some
things to be left out, like the idea of getting important bylaw
changes through quickly.  It also left them open to a certain amount
of interpretation (both by members and by the candidates themselves),
for which I'm very sorry.  Politics is hard! I've found out the hard
way that the different interpretations various people put on words is
a big problem.  I ask that people not blame the candidates for this.

Anyway, I'd like to encourage people to consider if the actions of the 
RC candidates fulfill a reasonable interpretation of the campaign 
promises, and judge them on that basis.  More importantly, I'd like
people to consider whether their actions (e.g. the 200/1000 signature
requirement) are reasonable and in the best interests of the DCU.
Personally, I feel that the new Board has done a great job so far to
improve a very bad situation.  More improvements need to be made,
and lots more questions should be asked, but let's keep in mind the
positive direction the new Board is heading.  

	Enjoy,
	Larry

PS -- I am also very interested in the Board arranging things so that a 
future Board cannot easily change the signature requirements to 2000/5000,
re-institute the old IPP, etc.  I hope that the Board discusses this by
early fall and floats some proposals in notes, in Network News, etc.

.26> But I can find only one way to read that promise: return the number to
.26> 200 and then get membership approval for any changes to any other
.26> number.  Where is the membership approval?  You didn't even ask in the
.26> one forum to which you have easy access.

Being one of the Moderators of this conference, I would think you would have
more reason that this.  You know as well as everyone else that Politics is
not and CANNOT be an 'exact' science you are stating and supposedly expecting.
People outside the process CANNOT know all the details involved in making every
decision they need to make once in office.  They have been elected and have
made decisions based on information they learned after being elected.

Think about this one - you are a Moderator of this conference and need to make
educated decisions.  Show us that you have reason and can accept the decision
of the board that DID come VERY CLOSE to what they had promised.  Their rea-
soning in making this decision is proper.  Don't be so narrow-minded that you
fail to see the reasoning they do.

To other BoD members - THIS member is VERY PLEASED with your performance.
You must always realize you will have detractors/opposition to whatever you
do.  It is very sad and disappointing to see one of the Moderators showing a
lack of consideration of what you did PROPERLY consider.

    re: .28

    Ummm.  A show moderator does not list the author of .26 as a moderator
    of this conference.

    I co-moderate a highly visible conference.  Unless I explicitly state
    that I am acting in a moderator capacity, my notes are no different
    that anyone elses.  A persons status as a moderator is irrelevant to
    this discussion.  A moderators responsibility is to ensure that P&P and
    the conference rules are followed.  Nothing more.  There is no "Higher
    standard" for noting as a moderator.  Some moderators impose such a
    standard upon themselves, but it certainly is not required.
    
    I too interpreted the RC campaign goal as returning the requirements to
    200/200 and getting membership approval before any other changes were
    made.  Since the RC candidates do not have the 2/3 majority to put them
    in control of the BoD,  I feel that they did the best they could, but
    will be keeping my eye on those on the BoD who were against the 200/200
    value.
    
    To the BoD, you may have stubbed  your toes a few times, but I think
    you are walking in the right direction.
    
    Bob

	I think the new Board is in general doing a fine job, too.

	I'm just trying to get them to hold to their promises.

	I don't think the old Board was made up of bad people, I think
	they got "slippery-sloped". Tolerances accumulated uni-directionally
	until decisions Board members made were not substantially different 
	from previous decisions, but *were* substantially different from what 	
	they might have been when they first started on the Board. I don't
	want to see that happen to this Board. The decision they made
	is a step away from what they promised. And it would have been
	very easy for them to keep the promise, *and* make the change
	that they have made.

					Tom_K

>    Ummm.  A show moderator does not list the author of .26 as a moderator
>    of this conference.

	He had been for some time, and I don't recall his departure 
	as moderator being announced... He did a fine job in his tenure.

						Tom_K

�Briefly, I regard these notes file discussions as seeking membership 
�approval for the bylaw change.  
    
    I hope the BoD doesn't.  I hope they realize the notes files
    potentially represent a very small percentage of the membership.

�    I too interpreted the RC campaign goal as returning the requirements to
�    200/200 and getting membership approval before any other changes were
�    made.  
    
    The old board recinded checking fees.  People didn't agree with that
    definition either.  Apparently somewhere there is a lack of
    understanding of what recinding means.

�	I'm just trying to get them to hold to their promises.
    
    Keep in mind, not everyone on the Board was a RC candidate.

    On quorums:
    
    This question came up at a meeting of a board I serve on.  I'm not sure
    if the definition was based on Roberts Rules of Order or the Bylaws,
    but the way we operate is that if there is a quorum established to open
    the meeting (which is required to continue), that quorum still exists
    no matter how many are left by the end of the meeting.  The members in
    attendance always have the right to move to table the issue until the
    next meeting if they feel there aren't enough people left to properly
    address the issue.

	I know. I won't try to hold BoD members to promises they didn't make.
	Just ones they did.
	
					Tom_K

DCU Bylaws Article VII section 6...

Section 6. A majority of the number of directors (inclusive
of any vacancies) shall constitute a quorum for the
transaction of business at any meeting thereof; but fewer
than a quorum may adjourn from time to time until a quorum
is in attendance.

Sounds like 4 directors is a quorum for us.

re .32

�Briefly, I regard these notes file discussions as seeking membership 
�approval for the bylaw change.  
    
    I hope the BoD doesn't.  I hope they realize the notes files
    potentially represent a very small percentage of the membership.

Picky, picky.  I meant (and should have said) *part of a process* of seeking
membership approval.  You'll note that my postscript refers to floating
proposals for future bylaw changes both in this notes file and in the
Network News.  The Network News is not interactive, though.  If you are
concerned about the fact that not all members have access to Notes, then
it would be helpful for you to suggest ways to get more members interacting 
with the Board over issues such as the bylaws.  

	Larry

I think what we have seen over the past month or two is REAL progress. I am
pleased with with the new BoD has been doing, but more specifically, I am 
*VERY* pleased with the open communication that has been going on both with
individual members and with the BoD itself. I may not agree with everything
they have decided on, but the open communication really makes the difference.

RE: the 200/1000 issue

I think the change is trivial. How hard is it to get a "committee of 5?" How
many of us sat with Phil that first meeting in the LKG Cafe and decided to
try to get a Special Meeting, and working on the details of how that should be
done? How many of us sat around the table in LKG eating pizza while planning? 
We even had a teleconference(!) with other facilities going on to really 
coordinate efforts. For the last Special Meeting, we had a "core" committee of 
about what, 8? And adjunct people (like me) of about what, 20-30? Should things
degenerate to the status that they did last summer (and they will - things like
this are almost always cyclical), how hard will it be to get a core of 5-10 to 
start things going again? It will be the least of our problems.

Keep up the good work, BoD! You have my support.

Bryan

>              <<< Note 593.33 by PATE::MACNEAL "ruck `n' roll" >>>
>    
>    The old board recinded checking fees.  People didn't agree with that
>    definition either.  Apparently somewhere there is a lack of
>    understanding of what recinding means.

    	Pardon me????  Please check the history book on this one.  The
    MEMBERSHIP rescinded the checking fees at the Special Meeting in
    November.  This is the official DCU statement given at the time.  Note
    the abscence of the word 'rescind'.
    
    
================================================================================
Note 281.54               9/10/91 BoD Informal Meeting                  54 of 63
BEIRUT::SUNNAA                                       58 lines  17-SEP-1991 17:54
--------------------------------------------------------------------------------
              <<< BEIRUT::R7XBOK$DIA0:[NOTES$LIBRARY]DCU.NOTE;4 >>>
                                    -< DCU >-
================================================================================
Note 268.52     RESERVED: Discussion of the 8/21 meeting with BOD       52 of 52
MOOV01::LEEBER "Carl MOO-1(ACO/E37) 297-3957(232-25" 51 lines  17-SEP-1991 17:22
                           -< Official DCU Response >-
--------------------------------------------------------------------------------
    This is an official response by Patti D'Addieco of the DCU. The response,
    dated 17-SEP-1991, applies to this note topic and is included below.
    See note 2.22 for more information.

    Your comments on this response should be posted here or directed to
    to DCU directly at Mary Madden's number (dtn) 223-6735 x207 or
    Patti D'Addieco's number (dtn) 223-6735 x239.

    Carl Leeber
******************************************************************************
         On Tuesday, September 10th, DCU's Board of Directors met with 
         DCU members in the second of two informal meetings about the 
         progress of the credit union.  Ten members, including four 
         members who attended the previous meeting, participated in an 
         open discussion and a question and answer period for over 3 
         hours.
         
         Introduced at the meeting was DCU's new president, Chuck 
         Cockburn.  Mr. Cockburn spoke about the future goals of the 
         credit union, which include quality member service and 
         strengthening the financial condition of DCU through 
         improved communications, budgeting and strategic planning.
         
         As president/ceo, Mr. Cockburn announced that he will 
         re-evaluate DCU's current operating plan.  Until analysis is 
         concluded, the checking account fees, previously announced 
         for 9/29/91, will not be implemented at this time.  The 
         pricing of this product and others will be re-evaluated.  It 
         is anticipated that some fees, including checking account 
         fees, will be implemented in the future.
         
         After Mr. Cockburn concluded his address, an open discussion 
         and question and answer period occurred.  Many valuable ideas 
         and suggestions were offered by the attendees.  Some of the 
         topics discussed included: action taken with regard to 
         participation loans; DCU's financial reports; general 
         investment philosophies; and DCU's By-laws and financial 
         position.  A number of situations were clarified and a 
         clearer insight of DCU's operations was provided.
         
         Specific questions and answers from the meetings will be 
         communicated to all members in our October issue of NETWORK.
         
         On behalf of the entire board and DCU management, we would 
         like to thank those members who attended these informal 
         meetings.
         
         Sincerely yours,
         
         Mark A. Steinkrauss
******************************************************************************
    
    

�    	Pardon me????  Please check the history book on this one.  
    
    Thanks for checking for me, Phil.  I still stand by my statement.  DCU
    canceled (recinded/whatever you want to call it) the checking fees
    before the special meeting was held.  Like I said, apparently some
    folks aren't sure of/comfortable with the definition of recind.
    
    From the memo you so kindly reposted:
    
�the checking account fees, previously announced 
�         for 9/29/91, will not be implemented at this time. 

I think the individuals identified as "Real Choices" Board members have
acted in reasonably good faith thus far.  They have rescinded the 5000
signature requirement.  While we can argue about the numbers, the fact
that they made a fairly dramatic change has merit.  They have begun the
process of improving services by requiring management to keep the branches
open longer.  The increase in both quantity and quality of communication
and their participation in notes is also noticable.  Given the short amount
of time the new board has been seated, I think they are doing a very good
job.

Worrying about the number of signatures required for a special meeting, at
least to some extent, is silly.  I personally was infuriated by the 
arrogance of the old board who felt that they could simply usurp the
shareholder's authority and power.  I was not really offended by the number
of signatures (although 5,000 did seem excessive at the time).  And I'm
comfortable with 2,000, as I'm sure an issue as highly charged as the
last Special Meeting could easily bring 2,000 signatures.  What did it
for me was the attitude, the complete disregard for members, and the lack
of communication.   

The new board has come a long way toward restoring my faith in DCU and
in earning my trust.  I think that Tanya, Lisa, Phil, and Paul continue
to carry the "Real Choices" torch, and that they deserve our continuing
support.

Just my $0.02,
./chris


P.S.  Somebody wrote that the old board rescinded checking account fees.
      I believe if you check (no pun intended!) that you'll see that the
      fees, in fact, were imposed, but that President Cockburn agreed not
      to implement the policy while maintaining his authority to impose
      them following a re-evaluation of DCU's product-pricing practices.

    
    Well I don't think it's "silly" at all.
    
    I seem to recall a lot of people being worried when the signature count
    was raised to 5000. There is a principle involved here. Diminished
    rights are diminished rights, and whether it happens in one fell swoop
    or many insignificant steps, the outcome is the same.
    
    I also was involved in drafting materials for the RC candidates. I
    talked with them all at great length. Not once was I given the impression
    that the severely repressive added restriction on calling special meetings
    would be replaced with a less repressive added restriction. I was led
    to believe that the added restriction would be removed. Period.
    Therefore, I expected to see reflected in the BoD minutes that four
    directors who ran on that platform had a non-negotiable goal to remove
    that restriction. Period. That's not what I'm hearing. And to that
    extent, no matter how much better the new added restriction is than the
    old, I feel betrayed. Period.
    
    What I see is the new BoD replacing arbitrary decisions of the old BoD
    regarding member rights with arbitrary decisions of their own. No
    matter how much better these decisions are, or how much more open (and I
    actually feel doubleplusgood on both counts) they are still arbitrary.
    It could well be that 200(5)/1000 is reasonable. It could be that, if
    asked, the majority of members would say they had no problem with 5000,
    or even 10,000. The point is, without asking (through a vote, or even
    an opinion poll), not one of us really knows. And we should feel very
    queasy about playing with member rights from a postion of ignorance.
    

    
    RE: .41
    
�the checking account fees, previously announced 
�         for 9/29/91, will not be implemented at this time. 
                       ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
    
    To my knowledge, the old Board and/or DCU *never* issued official
    communications using the word 'rescind'.  So if you do state
    what DCU was saying at the time, please use their words, not yours,
    since they are different and have a different meaning, as you so kindly
    pointed out.
    
    I would also like to point out the reference to the development of a
    strategic plan in the official reply.  That statement, combined with
    "...will not be implemented at this time." do not add up to rescind in
    my book.  It was the Special Meeting petition which used the word
    rescind.
    
    While this may all *seem* like semantics, it is very important to
    understand IMO.  History has a habit of repeating itself.
    

re: .43
                                                                      
One thing that you must keep in mind is that the RC people enjoy a 
simple majority of 1 vote, and do not enjoy a 2/3rds majority.  
Therefore, like all of political life, the RC people will necessarily
have to compromise with the non-RC people in order to get some things
changed.  If memory serves me, it takes would take 5 votes to approve
a by-law change, not just 4.

As a former RC candidate, I was supportive of simply deleting the 5000
signature language, and leaving the old language in place.  Clearly, 
I believe, all RC candidates expressed support for that notion.  But 
it may not be realistic on a board that is not unified (question: do 
you *really* want a completely unified board?  I think the answer is 
probably no...) and in 100% agreement about all the issues.

So, I see what took place as being most probably a necessary 
compromise.  One could argue that they should have either deleted it,
or not - sort of boolean decision making.  But I'm willing to bet that
if the RC people had voted down the 2000 signature requirement and let
stand the 5,000 signature requirement, the shareholders would have 
howled.  The change *was* significant, it *is* an improvement, it *is*
a restoration of shareholder rights. It's probably the best that could
be done under the circumstances.

A board that seemingly had only 1 viewpoint and voted with unanimity 
was considered bad and removed.  To expect the entire board to speak 
with 1 voice again is asking for a return to the bad old days.  That 
the Board has voted to disclose their voting records in the minutes 
gives us all an opportunity to see where individual directors stand 
officially. Having them note here gives us the chance to read about 
their thought processes.  Annual elections give us an opportunity to 
make changes.  

Had the board done something like change the signature requirement 
from 5,000 to 4500, we would have all seen their actions for what they 
were - token gestures to appease shareholders. Instead, they made a 
cut of over 50%.   Now think about the Special Meeting petition drive.
We could have *easily* met the current requirements.  There still 
would have been a special meeting.

I don't think the board is seeking to diminish shareholder rights.  If
they start fiddling with the signature limit everytime a crisis occurs
or some controversy crops up, then I'll start worrying about 
diminished rights.

./chris
(who occassionally has to re-post after forgetting that not
everybody reads notes with sofware that supports resizable
windows!  :-)  )

        The clear meaning of `rescind' (as promised by the RC candidates
        and reposted in .18) is to `restore to previous state'.  Two RC
        candidates played word games and broke their campaign promise.

        Re: .45

>             -< Political Realities need to be considered too... >-
        
        It wasn't necessary for the RC candidates to totally drop their
        promise because of political realities.  They should have voted
        according to their promise and then voted the political reality.
        
> One thing that you must keep in mind is that the RC people enjoy a 
> simple majority of 1 vote, and do not enjoy a 2/3rds majority.  
> Therefore, like all of political life, the RC people will necessarily
> have to compromise with the non-RC people in order to get some things
> changed.  If memory serves me, it takes would take 5 votes to approve
> a by-law change, not just 4.

        I don't think that the people in this discussion are being
        unrealistic.  There were two votes, the first lost 2-4 (on 200
        signatures) and the second passed (on 200(5)/100 signatures). 
        If all of the Real Choices candidates had voted for the first
        proposal the first vote would still have failed 4-3 (reaching
        a majority but failing to meet the 2/3 requirement), but the
        RC candidates would have met their promise to the voters.  At
        that point a vote in favor of the second motion would have been
        a reasonable compromise.

        I agree that the end result would be the same as in the current
        situation, but the RC candidates would have kept the trust of
        many of the people who have been complaining.

        					B.J.

�    I seem to recall a lot of people being worried when the signature count
�    was raised to 5000. 
    
    And like I've said before, I recall a lot of people being worried about
    the low signature count, and they weren't BoD members.
    
    We have to reach a reasonable check and balance here.  We don't want a
    rule that would restrict us from challenging a "bad" BoD, yet we don't
    want to go the expense of having to settle frivolous challanges either. 
    I for one am glad the current BoD took a reasonable look at the issues
    and didn't just act under the emotions of the moment.  I think the RC
    candidates fulfilled their campaign promise and at the same time came
    up with a solution that was representative of the membership as a
    whole.  Definitely a Win-Win situation.
    
�What I see is the new BoD replacing arbitrary decisions of the old BoD
�    regarding member rights with arbitrary decisions of their own. 
    
    Keep in mind that with NCUA policy, the only way the bylaws can be
    changed is by the BoD.  I also think it is an insult to both the past
    and current BoD to call this decision arbitrary.

�    While this may all *seem* like semantics, it is very important to
�    understand IMO.  
    
    It *IS* semantics which goes further to prove my point in making the
    comparison.  What really matters here is the end result.  Both the
    checking fees and the 5000 signature limit have been "rescinded".

    
    In September 1991, DCU stated that checking account fees would not be
    implemented at this time, pending completion of a strategic plan.
    
    In November, 1991, the DCU membership voted OVERWHELMINGLY at the Special 
    Meeting to RESCIND the checking account fees.
    
    I maintain my position that these two positions are NOT the same. 
    Again, I think we're going to have to agree to disagree.  The
    membership vote was not contingent on completion of any plan.  The
    membership spoke in unmistakeable language that the checking account fees
    were not an acceptable option.
    
    The Bylaws changes HAVE been rescinded since there are no contingencies
    attached.  Granted, they have not been rescinded to the degree that
    some wish, but the old Bylaws pertaining to Special Meeting signature
    requirements are no longer in affect.
    

I agree with everything in .47 and .48, except for one nit:  "rescinding"
and "delaying implmenentation" may indeed have the same effect (as they
did in this case), but they do mean different things.  If implementation 
is delayed, it means that it might in fact be implemented at any moment.
If something is rescinded (which means repeal or make void), the old plan
is dead, and could only be restored as part of a whole new proposal.  
Granted, the Board has the power to make a new bylaw that happens to be 
the same as the old one, which is why I call this a nit.

For example, suppose you are on death row and the warden tells you
"implementation of your execution has been delayed".  That's quite 
different from saying that it's been rescinded!  :-)

Of course, the step that will make the above semantic nit a real
distinction is when the Board adds a "membership rights" bylaw, under
which they agree not to change change certain bylaws (including that one) 
except after a favorable vote by the membership at large.  

I'd like to encourage people to list bylaws that they would like to have
covered by a "membership rights" bylaw.  Naturally, any provision that is
not currently a bylaw would have to become one, first.

	Enjoy,
	Larry

PS -- I don't think a "membership rights" bylaw would in any way abrogate
the exclusive authority of the Board to pass bylaws.  It would not provide
the membership any right to modify bylaws -- it would only establish a
special procedure that the Board agrees to use when changing certain bylaws.
However, discussion of that point should probably be done by lawyers.  LS

    
    Re .36:
    
    Thank you, B.J, for explaining so clearly and succinctly where I so
    miserably failed.
    
    The initial vote is the entire point. I am not so naive as to expect
    that all the causes for which I supported four directors will come to
    fruition. I do expect, however, that those directors will honor their
    promises. The voting indicates that at least two of them did not.
    
    I remain betrayed.
    

�    In November, 1991, the DCU membership voted OVERWHELMINGLY at the Special 
�    Meeting to RESCIND the checking account fees.
    
    Of course this probably had the same impact as a nonbinding referendum. 
    I think if the strategic plan had found in favor of checking fees this
    vote would have been made moot.
    
    But it does make for a good campaign plank...

    
>    Of course this probably had the same impact as a nonbinding referendum. 
>    I think if the strategic plan had found in favor of checking fees this
>    vote would have been made moot.
    
    Of course, the Board and management of DCU may choose at any time to
    disregard the clearly expressed desires of the owners.  They must also
    know they do so at their own risk, since ownership carries with it
    certain rights.
    
>   But it does make for a good campaign plank...
    
    Campaign plank?  Hmmm, after seeing that small gathering ;-) at the
    Sheraton Tara last November, I believe it is better called the will of
    the membership (owners).  But that only applies if you believe that
    1600 people is an accurate representation of the DCU membership.  I
    believe it was.  The reaction of the membership (calls to HQ,
    closing of accounts, leaving DCU, etc.) to the checking account fees
    reinforces this.
    
    Oh well, it sure was an interesting year...
    

    1600 people, from the same geography, is most certainly NOT
    representative of the entire membership.  If you believe it is I think
    there is a problem.   There is no geographic representation outside of
    the east coast on the Board or at most (if not all) of the meetings
    that have been conducted. 

It's easy to think of issues (e.g. remote ATM fees) where one may assume
that the diversity of opinion within the DCU membership is likely to be
differentiable along regional lines.  But regarding the specific issues 
raised at last November's meeting, I personally doubt that the votes would
have come out much different if every DCU member who wanted to come would
have been able to.  I suspect there would have been no great difference --
except that the importance of the DCU employees voting as a block would
have been reduced with more members present and voting.  In any case, I
do believe that that particular meeting was "representative" in that it
accurately represented the opinions of the membership at large, and not
just the opinions of GMA area members.

However, I'm sure we agree on the main point -- that the opinions of
members outside GMA should be solicited and given as much weight as the
opinions of members inside GMA, and that ways should be found for members 
outside GMA to have a role in the oversight of the DCU.  I encourage you 
to state some specific examples of things that could be done, and challenge 
the Board to act on them before the next election.

	Larry

    "FREE CHECKING" is a marketing tool, whether it is marketing a service
    or a candidate.

    There was a candidate from outside the GMA area in the last board
    election (and I know you know that, Chuck).  The fact that a candidate
    from outside of GMA did not get elected may say something.

    
>                             -< let's not forget >-
>    "FREE CHECKING" is a marketing tool, whether it is marketing a service
>    or a candidate.
    
    	Let's also not forget, it is good business too since free checking
    is the most valued service according to the membership surveys.  It is
    also a major factor in determining where people do their primary
    banking.  And if those aren't enough, DCU is making $4,000,000/year
    after expenses.  Guess we all must decide when enough is enough when it
    comes to profit at a not-for-profit institution.  The membership cannot
    and should not be viewed as an endless source of income like bank
    customers.
    
    But this is just my opinion, or marketing as some would call it.  Does
    it really matter if the net result is a successful credit union that
    serves its membership the way it wants to be served?
    

i
        Re: .57

    >> The fact that a candidate from outside of GMA did not get elected may
    >> say something.

    The only thing it says in this case is that the outside-of-GMA
    candidate didn't really try very hard to get elected.  His campaign in
    my building, the most populous DEC building in Colorado Springs, was
    essentially invisible, and I was watching closely.  I was campaigning
    for the RC candidates, and people would ask me if anybody from Colorado
    Springs was running.  (My answer was yes, and I would give them Chuck's
    name.)

    >> The fact that a candidate from outside of GMA did not get elected may
    >> say something.

Aw, that's a cheap shot!  Macneal should chill out.  While I do not
agree with Chuck on very many issues, I do not think he deserves
to be personally attacked here.
                                                                     	
On one hand, I disagree with Chuck's assertion that there was not a
representative body present at the meeting.  A fact of life is that 
meetings of this type tend to happen in the geographic region in which
the organization is based.  A mutual fund I own just had a special 
meeting for shareholders that I very much would have liked to attend.  
But it was in Denver - not much hope of getting there without 
substantial expense.

On the other hand, I understand his frustrations with regard to not 
being allowed to participate by either proxy or by teleconference.  
One would think that it would be a simple matter to allow representation 
by proxy.  Attendance via teleconference would be more difficult, but 
definitely implementable.  The mutual fund I mentioned above allowed 
representation by proxy.  So, I filled out the voting card, and 
sent it in.

Perhaps the issues of attendance by proxy or by teleconference can 
be examined more closely by our board in the future.  I hesitate to 
push for it immediately simply because it looks like they've got 
pretty full plates at the moment.

./chris

    Hey, I helped campaign for Chuck and I'm in the GMA.  There is only one
    reason that nobody was elected outside the GMA.  It's because the
    shareholders didn't choose to elect someone from outside the GMA.  But,
    let's not forget that during this past election there was a fair amount
    of representation and campaigning for candidates outside the GMA.  Such
    participation was actually invited, which may have been some sort of first.
    I expect shareholder interest and participation outside of the GMA to
    be greater now and anticipate more participation from shareholders
    outside the GMA during coming elections.  Tom, Chuck and others are
    leading the way for that, IMO.
    
    Steve

�Aw, that's a cheap shot!  Macneal should chill out.  While I do not
�agree with Chuck on very many issues, I do not think he deserves
�to be personally attacked here.
    
    I think Chris Gillett should chill out.  That was not intended as a
    personal attack on Chuck.  It was just an observation.  I happen to
    agree with most of what Chuck has had to say in this forum.
    
    We've heard in here that members outside the GMA do not have a voice
    in the operations of the DCU.  I was merely pointing out that they had
    an opportunity to change that and elected not to do so.
    
�One would think that it would be a simple matter to allow representation 
�by proxy.  
    
    One would think so, but as we've been told before, the NCUA does not
    allow it.  Perhaps it was because the NCUA was set up when Credit
    Unions were very localized.

I'm against proxies at special meetings.  I feel that proxies would stop
any reform from every happening at a special meeting, because they greatly
benefit management.  Remember that management can send out information
to the membership (including proxy forms) that portray the issue any way
that management wants it to be seen.  Also, the people calling the special 
meeting can be effectively blocked from mailing their view of the issue
to credit union members.  This is not speculation -- this is exactly how
the November special meeting was conducted by the old Board.  

So I'd prefer to look into teleconferencing or some other technique to
get geographical diversity if we ever have another special meeting.  If
people actually have to come to the meeting to vote, there is at least a
chance that they will hear both sides before voting.  That's another thing
the old Board managed to prevent at the November special meeting, but I'm
sure any future special meeting organizers will be alive to that danger.

	Enjoy,
	Larry

    What anyone thought about my level of campaigning, whether or not I
    adequately stated my position, or even that a non-GMA candidate was in
    the last election is not the point in this note as far as I am
    concerned.  It is whether or not the people in one geography can
    represent the interests of all people throughout the membership on all
    issues.  My position is simply that it can not.  It has nothing to do
    with whether or not I was elected out of Colorado Springs or whether I
    spent the three months or so before the election putting together a
    political campaign or not.  I do think some of the comments here are
    personal in nature, but anything I might say in my defense would only
    be taken as sour grapes.  For the record, I do not feel poorly about
    not being elected and I wish others would start to look beyond it.
    The issue is how actively will the current BOD, regardless of makeup,
    work to include all of its' membership in meetings, information,
    services etc ...                                               

�It is whether or not the people in one geography can
�    represent the interests of all people throughout the membership on all
�    issues.  
    
    I still think this begs the question of if the non-GMA members feel so
    unrepresented why didn't they do something about it in the election? 
    Based on the election returns and the demographic numbers it would seem
    to me that if non-GMA members felt unrepresented in the managment of
    DCU they could have put someone on the BoD.

>    The issue is how actively will the current BOD, regardless of makeup,
>    work to include all of its' membership in meetings, information,
>    services etc ...                                               

I think the above is a good statement of an important issue.  Let's forget 
what is past and focus on this.  Here's my impression of the three:

    meetings:  I think we're all equal here -- I don't think there
	have been any meetings that the general membership could attend
	since the new BoD came to office.

    information:  No question, NOTES readers have a big advantage here.
	That isn't a geographical inequity, but it's still worth noting
	(so to speak).  It has been suggested elsewhere to include a lot
	more real information in the Network News, which would help here.

    services:  There has been some questioning by Board members on issues
	like ATM costs, but I don't know of any positive actions having
	been taken yet.  I think it would be interesting to target new
	services for non-GMA members based on what they want most and on
	what would be most likely to increase their use of the DCU.  It 
	isn't clear to me that there is a consensus here yet, even among
	the non-GMA members, but it's definately something to keep alive.
	Besides better/cheaper ATM access, what other sorts of services
	would specifically help non-GMA members to use the DCU more?

		Enjoy,
		Larry

    
    
    IMHO the BoD has failed to produce on the signature issue.
    
    
    	they failed and are now trying to put a spin on it.
    
    
    	rth