| T.R | Title | User | Personal
Name | Date | Lines |
|---|
| 644.1 | | CVG::THOMPSON | Radical Centralist | Mon Feb 22 1993 14:57 | 40 |
| >"A Bill of Rights only an anarchist could love"
"Anarchists?" Last year it was "witch hunters." :-) What ever will
the buttons look like at this years annual meeting. :-)
> (Implied in these two statements are a previous lack
>of equity and a violation of membership rights.)
He's got that right.
>Number two, however, "would establish a process by which any member any member
>may propose business for the annual meeting." This is an invitation
>for chaos at the meeting.
I was at the special meeting. It was chaos. Could it have been worse?
I think not. I've been at meetings of different groups where there was
no process for people to bring up things. Others where people could.
I vastly prefer the option to allow people to bring up issues. Is it
more difficult for the Chair? Well, yes, it is. But the benifits are
high in the way of increased communication and trust. Has this guy
never been to a New England Twon Meeting? Probably not. If we described
it to him he'd probably panic. But if he lived though one he'd have a
lot more faith in our new by-law.
>It's bad enough that some CU boards think it's their responsibility to
>hire and fire, but even implying that the membership has a say in this
>process is ludicrous!
I agree that neither the board or the membership should micro manage.
And I don't think the board or the membership should be involved in
removing any employee other than the CEO. But there is a process for
the membership to remove a board member. I see no harm in making that
process better in terms of making sure that those who fail in an
attempt are spared retrobution. It is not ludicrous for members to
have a say in who is on their board. Or for the board to have a say
in who the CEO is. It's not like this process would make it easy to
remove a board member or the CEO.
Alfred
|
| 644.2 | | STAR::CRITZ | Richard Critz, VMS Development | Mon Feb 22 1993 15:01 | 2 |
| Seems obvious to me where the previous board got its (collective) idea
of how to operate DCU....
|
| 644.3 | | GSFSYS::MACDONALD | | Mon Feb 22 1993 16:08 | 93 |
|
Re: .0
I'd place a bet that Mr. Welch is perhaps a former credit union
CEO or had some other similar position. I once served on a NH
School Board and the Superintendent was constantly watching over
everything we did so as to head off any "tying of his hands." In
my experience, such types like to run things their way.
So...
> But getting members involved in matters that are rightfully the
> purview of credit union management shouldn't be one of them.
Most management of most everything I've ever seen, if given their
druthers would declare everything within their purview.
> Credit union bylaws are and must be different from CU policies. Bylaws
> are deliberately more difflcult to change than policies and,
> therefore, should be tinkered with as little as possible. By trying to
> include every eventuality in the bylaws, a credit union runs the risk
> of leaving something out. That has the effect of putting handcuffs on
> management now and in the future.
All right. I can agree so far. Bylaws are one thing and policy
another. They should be kept separate and management should not be
left unable to do the job they are hired to do.
> (Implied in these two statements are a previous lack of equity
> and a violation of membership rights.)
He's a quick study, isn't he.
>Number two, however, "would establish a process by which any member
>may propose business for the annual meeting." This is an invitation
>for chaos at the meeting.
Baloney. These are the words of someone who is used to having the
latitude to "rig things" if he wants to (I once attended a town meeting
where an old duffer, barely able to stand, after a controversial ruling
said "Don't think for a minute these things can't be rigged, cause 30
years ago I was a selectman in this town and I was riggin 'em."). I
agree with Alfred. What was the special meeting if not chaotic? Any
concerns in this area can be addressed by the details of the defined
process. There can be enough checks and balances to ensure there is no
chaos and that time is not wasted by a "hare brained idea" that no one
supports but the proponent.
> Number three is worse: "...establish a process by which a member may
> cause DCU related information to be mailed in a DCU quarterly mailing
> to the membership at a reasonable price." This one raises many
> questions. Again, what's the "process"? What does "cause" really mean?
> How is "DCU related information" defined and determined, and by whom?
> Mailed to the entire membership? What's a reasonable cost and who
> decides?
The only case he makes here is that there are some things left unclear
or undefined. So, I surmise, clearing them up and defining them
removes the problem.
> Number four says that any member can make a recording of any annual or
> special meeting of members. What does this imply? What can and will
> such recordings be used for? Does something like this really belong in
> the bylaws? No. It barely qualifies as a policy.
He should have been at the special meeting. He might not have to ask
what it implies. Again, sounds like the words of someone who doesn't
like the idea that someone may want an ironclad record of what might be
said at a meeting. He does, however, make one good point. I would
guess that we don't want a meeting where 50 or 100 people with video
cameras are jockeying for position to tape the proceedings. This one
might require a few reasonable limits.
> Here's my favorite: The bylaws would require a secret ballot vote for
> any motion to remove any member of the board of directors or
> management." Or management? Since when isn't it the responsibility of
> the CEO to hire and fire his or her staff? It isn't clear who would be
> doing the "secret ballot" voting - is it the board or the membership?
> It's bad enough that some CU boards think it's their responsibility to
> hire and fire, but even implying that the membership has a say in this
> process is ludicrous!
This is a reasonable point. It should be more clear. The BoD should
be doing the voting not the membership at large, IMO, and it should be
on the CEO not the CU staff. If a future BoD has no faith in a
specific member of the CU management then they should refer that to the
CEO for action. If they don't approve of the CEO's action, then they
should handle that by dealing with the CEO, but they should not be
managing the CU operations directly.
Steve
|
| 644.4 | He should read his own rag | ESBLAB::KINZELMAN | Paul dtn223-2605 | Mon Feb 22 1993 16:16 | 17 |
| I suspect what happened is that somebody forwarded a copy of the board memo
to this guy and trashed our bill of rights. And true to form of supermarket
tabloid journalism, the guy didn't check the other side of the story.
Incidently, I added the address of the editor in case anybody might be
interested in straightening the guy out (hint...hint).
What's also interesting is that two pages previous to that editorial, there's
an article titled "Troubles behind it, CU1 saying yes to growth, no to
any mergers". Evidently, the regulators came in to the $1B Illinois state
employees credit union and removed the entire board and the top two
management officials. The article didn't say why they were removed, other
than the nebulous "inappropriate management practices". Gee, I wonder if
what we had was "inappropriate management practices". :-)
They quoted one newspaper report saying that the CEO was making a salary
of $800K/yr (which the CEO denied).
Gee, I wonder if Mike Welch reads his own rag.
|
| 644.5 | Where have I read this sort of thing before... | SMAUG::GARROD | From VMS -> NT; Unix a mere page from history | Mon Feb 22 1993 19:31 | 13 |
| Re .0
Interesting. Very similar to the arguments used by the previous
discredited DCU BOD. Sounds to me to be the sort of arguments that,
hypothetically of course, could be used by someone who has something or
knows someone who has something to hide.
Anybody remember last years scare memo sent to DCU's employees
concerning those nasty people trying to take over the credit union.
This seems to read the same way. I think Phil posted that here
somewhere. May be interesting to compare.
Dave
|
| 644.6 | Anarchists? | AOSG::GILLETT | Candidate for DCU Board of Directors | Tue Feb 23 1993 09:22 | 33 |
| > Here's my favorite: The bylaws would require a secret ballot vote for
> any motion to remove any member of the board of directors or
> management." Or management? Since when isn't it the responsibility of
> the CEO to hire and fire his or her staff? It isn't clear who would be
> doing the "secret ballot" voting - is it the board or the membership?
> It's bad enough that some CU boards think it's their responsibility to
> hire and fire, but even implying that the membership has a say in this
> process is ludicrous!
This kills me. It is *clearly* within the rights and RESPONSIBILITIES
of a BoD to hire and fire. Period. Imagine DCU with a Board who didn't
take the responsibility to hire and fire and consequently didn't dismiss
our friend Richard Mangone...
Mr. Welch obviously missed the part of the story where, during the
Special Meeting, former (then seated) board members got up and stated
that they objected to the proceedings on the grounds that it was illegal.
Of course, one of their objections was that there was no provision for
being heard, and there was no provision for secret ballot.
The new bylaws make sense. While there is room for ambiguity, and certainly
the opportunity exists for a meeting to become chaotic, they certainly
can't make things worse than the Special Meeting. They empower the
membership to act when/if the Board of Directors refuses or is disinterested.
Mr. Welch seems to forget quite quickly in his editorial that credit unions
are MEMBER owned organizations.
Witchhunters? Anarchists? How about "Responsible owners"?
./chris
|
| 644.7 | It's a chuckle | STAR::BUDA | We can do... | Tue Feb 23 1993 10:03 | 15 |
| RE: .0
The guy who wrote this 'rag' seems to be from the school of our former DCU
Chairman of the board.
Ignore the members, they know not what they do. You read his 'rag' and how he
complains things will turn out - they were that way BEFORE and they are now
being fixed!!! It is VERY imprtant to note that.
The Bill of Rights is the 'RIGHT' way to go and we are 100% behind it.
We just might see other credit unions follow after us and get the member
back into the credit union.
- mark
|
| 644.8 | | ECADSR::SHERMAN | Steve ECADSR::Sherman DTN 223-3326 MLO5-2/26a | Tue Feb 23 1993 10:11 | 8 |
| re: .0
Not much to add except that this has the familiar ring of attitudes
that lead to credit unions getting into trouble in the first place.
Imagine what would have happened had Mr. Welch gotten up and said these
same things at the special meeting ...
Steve
|
| 644.9 | Express opinions where they'll do some good | PLOUGH::KINZELMAN | Paul dtn223-2605 | Tue Feb 23 1993 11:48 | 6 |
| Good opinions expressed... I'm sure that Mr. Welch would appreciate being
reminded that he opened his mouth before gathering fact... hint hint...
Remember also that the NCUA has not passed judgement on these changes, and
any negative press could sway them away from approving these changes and
make all our work be wasted.
|
| 644.10 | What we are ALL up against | GUFFAW::GRANSEWICZ | | Tue Feb 23 1993 12:52 | 27 |
|
Scary, isn't it? This guy is a "publisher" of something that people
are reading and probably believing. Not knowing that this person has
done zero research on the subject which he is expressing an opinion on.
But then again, he seems to already know what is good and bad for
everybody so why bother.
This piece is fatally flawed because the parts of the Bylaw changes he
points out aren't really what the Membership Bill of Rights is about.
I haven't seen the original but I'm sure the lead story was something
about two-headed aliens landing in East Overshoe. ;-)
And what should other credit unions learn from our experience? Jack up
those special meeting requirements ASAP? Eliminate as many membership
rights as possible before your members get the urge to exercise their
rights? Definitely an "old world" thought process here. Best he
retire soon before all the changes of the 90's give him severe
heartburn.
It is very important to realize that these types of people are very
common. It is OK to say its a credit union, that we're a cooperative,
blah, blah, blah. But when it comes done to the membership exercising
their rights it's quite a different story. People in power do not like
to share or relinquish power. I think somebody hit it on the head in
an earlier reply when they speculated that this person must be a former
CEO.
|
| 644.11 | | PATE::MACNEAL | ruck `n' roll | Tue Feb 23 1993 13:50 | 15 |
| I think Mr. Welch makes some very good points, but I'm not surprised
that others in here don't agree.
�What was the special meeting if not chaotic?
He was not talking about a Special Meeting, he was talking about the
Annual Meeting.
� He should have been at the special meeting. He might not have to ask
� what it implies.
No he shouldn't. If you have to be some type of insider to properly
interpret a Bylaw, then the Bylaw wasn't well written.
|
| 644.12 | | PATE::MACNEAL | ruck `n' roll | Tue Feb 23 1993 13:53 | 6 |
| �This kills me. It is *clearly* within the rights and RESPONSIBILITIES
�of a BoD to hire and fire. Period.
I don't think that was what he had a problem with. I think he had a
problem with the proposed bylaw stating that the MEMBERSHIP had the
right to hire and fire.
|
| 644.13 | | PATE::MACNEAL | ruck `n' roll | Tue Feb 23 1993 13:56 | 7 |
| �Good opinions expressed... I'm sure that Mr. Welch would appreciate being
�reminded that he opened his mouth before gathering fact... hint hint...
What facts is he missing, Paul? As I stated earlier, a Bylaw should
stand on it's own and not need interpretation based on some workings by
an inner circle. He took the proposed bylaws at face value and raises
some very good points.
|
| 644.14 | | GSFSYS::MACDONALD | | Tue Feb 23 1993 14:47 | 14 |
|
Re: .13
Yes, he raises some good points and we should be careful to clarify
them so that *OUR* intentions are clear to any who might read the
bylaws.
What you seem to be ignoring is that there is a clear tone very
reminiscent of the attitude and arrogance of the former BoD, which
whether you agree or not, the membership clearly decided to turn
out of office.
Steve
|
| 644.15 | | VERGA::WELLCOME | Steve Wellcome PKO3-1/D30 | Tue Feb 23 1993 14:49 | 6 |
| Paul, your hint has been taken.... ;-)
I am amazed by how much "the establishment" fears "the members."
Any idea what the circulation numbers are for the Credit Union
Times?
|
| 644.16 | He didn't have all the facts | PLOUGH::KINZELMAN | Paul dtn223-2605 | Wed Feb 24 1993 09:20 | 6 |
| Re: .13
He seems to have derived his opinion from the Board Memo. That memo just had
a quick summary of the changes and no justifications. He should have asked
to see the full text and justifications. Incidently, the full text with
justifications will shortly become public record because the NCUA publishes
all of its mail.
|
| 644.17 | Circulation? | PLOUGH::KINZELMAN | Paul dtn223-2605 | Wed Feb 24 1993 09:21 | 4 |
| Re: .15
No idea. In fact, this article is the first I'd heard of that magazine.
It's in about the same physical format as... is it called Digital Review,
the one Charlie Matco puts out?
|
| 644.18 | | GSFSYS::MACDONALD | | Wed Feb 24 1993 09:39 | 19 |
|
Re: .15
> I am amazed by now much "the establishment" fears "the members."
Not me. My perception is that those in power know right well how
much "the members" get screwed time and again by those in power
and are terrified that "we" will finally figure out how to organize
and give them what for.
It's not just in the DCU. It any and all kinds of company CEOs
thinking about how the employees are treated; governments thinking
about how citizens are routinely lied to and abused by the system.
The list goes on. I think there is nothing they fear *more* than
"us."
fwiw,
Steve
|
| 644.19 | | GUFFAW::GRANSEWICZ | | Wed Feb 24 1993 17:11 | 28 |
|
I think I should set the record straight with regards to the Bylaws
allowing the membership to remove senior management. That was NOT
added as a result of the changes that were made. It was already a part of
the Bylaws. As far as I can tell, it is a standard Bylaw but I will be
checking on that to make sure.
Now the question is being asked, "Should it be there?". My answer is
an unqualified "Yes". It seems all too common for relationships to
develop between Board members and senior management that start to
interfere with the business relationship they must have. I think we
may have seen this very close to home. If a Board of Directors fails
to act due to these personal relationships, then it is up to the
membership to act. And they must have the power to act, which this
Bylaw gives them. The bottom line is that this is a cooperative
*OWNED* by the members. The members may chose to delegate some of
their powers to elected Directors, but they should *NEVER* completely
surrender those powers.
But this is all irrelevant if both senior management and Directors are
doing their respective jobs. But it is the right of membership to make
that final determination, because they are the shareholders. Some might
consider it a "nuclear" type of right (or anarchy?), but there is a
deterrence value here that cannot be ignored. Those that act in the
best interest of the members (owners) have nothing to worry about.
Those that don't? Well, let me tell you about the time...
|
| 644.20 | DCU is the membership. | STAR::BUDA | We can do... | Thu Feb 25 1993 01:49 | 20 |
| RE: Note 644.11 by PATE::MACNEAL
> I think Mr. Welch makes some very good points, but I'm not surprised
> that others in here don't agree.
We all were waiting for you to say that. :-)
>� He should have been at the special meeting. He might not have to ask
>� what it implies.
> No he shouldn't. If you have to be some type of insider to properly
> interpret a Bylaw, then the Bylaw wasn't well written.
You are correct in that the old bylaws needed an insider to understand them.
The changes that are happening are making it easier for the membership
to understand.
DCU IS the membership.
- mark
|
| 644.21 | who reads his mag? | XLIB::SCHAFER | Mark Schafer, ISV Tech. Support | Thu Feb 25 1993 14:41 | 9 |
| He's obviously preaching to a different choir. I'll bet that over 90%
of his subscribers are in the management of credit unions. These
people probably look at DEFCU and are aghast at what has taken place.
When they read his column, they shout, "Right on, Mikey! Those stupid
engineers can't run a credit union!"
Mark
PS. The hyperbole is mine, I hope that it hasn't offended anyone.
|
| 644.22 | | PATE::MACNEAL | ruck `n' roll | Thu Feb 25 1993 16:25 | 7 |
| �It seems all too common for relationships to
� develop between Board members and senior management that start to
� interfere with the business relationship they must have. I think we
� may have seen this very close to home.
Oh really? I thought something was said by the current BoD that
basically exonerated the old BoD.
|
| 644.23 | Elaborate? | ESBLAB::KINZELMAN | Paul dtn223-2605 | Thu Feb 25 1993 17:02 | 8 |
| Re: .21
>>...stupid engineers...
are you refering to *me*? ;-)
re: .22
Define what you mean by "exonerate"? Do you mean that we decided that they
did not participate in the fraud? Or do you mean we decided that they
acted competently? There's a bit difference.
|
| 644.24 | | GUFFAW::GRANSEWICZ | | Fri Feb 26 1993 09:01 | 12 |
| RE: .22
>Oh really? I thought something was said by the current BoD that
>basically exonerated the old BoD.
It is not the duty of the Board to "exonerate" anybody. It is the
duty of the Board to make decisions based on risk, reward and
probabilities. You may have personally interpretted whatever was
said as "basically exonerat[ing] the old BoD" but please don't state it
as a widely held belief or fact.
|
| 644.25 | | GSFSYS::MACDONALD | | Mon Mar 01 1993 11:38 | 22 |
|
Re: .19
> It seems all too common for relationships to develop between
> Board members and senior management that start to interfere with
> the business relationship they must have.
You can say this again!! I was on a school board that had a member
who had been on the board for nearly ten years and had been the chair
for the previous six years. His relationship with the Superintendent
was "close" to say the least. There were numeruous times when items
presented at board meetings had the flavor of having been hashed over
privately between the chair and the superintendent so as to present
them to the entire board in such as way as to favor a result that
the superintendent had decided that they wanted. It took most of
my three year term working with one other board member to break this
up.
fwiw,
Steve
|
| 644.26 | | CVG::THOMPSON | Radical Centralist | Mon Mar 01 1993 13:11 | 8 |
|
> It seems all too common for relationships to develop between
> Board members and senior management that start to interfere with
> the business relationship they must have.
Seems like yet an other arguement for term limits.
Alfred
|
| 644.27 | | PATE::MACNEAL | ruck `n' roll | Wed Mar 03 1993 11:56 | 29 |
| Perhaps you'd care to interpret this for me then,
<<< SMAUG::USER$944:[NOTES$LIBRARY]DCU.NOTE;5 >>>
-< DCU >-
================================================================================
Note 4.6 Memos from the DCU Board of Directors 6 of 6
ESBLAB::KINZELMAN "Paul dtn223-2605" 142 lines 15-DEC-1992 14:31
-< Board Memo 15-DEC-1992, discuss in 631 >-
--------------------------------------------------------------------------------
********************
* DCU BOARD MEMO *
* * SUBJ: Investigation and
* 15-DEC-1992 * Litigation Status Update
********************
This board memo provides an update on the progress of the investigations
into the fraud against DCU and the Barnstable Credit Union.
INVESTIGATION UPDATE
The DCU board of directors has reviewed all of the investigations of
which it is aware, including ones commissioned by organizations
other than DCU. Because the investigations are confidential, we cannot
identify the investigations by name. DCU also conducted an internal
review as of October 21, 1992, and certain board members have examined
� relevant internal DCU records. The data that was reviewed does not
� suggest that any member of last year's board was involved in the fraudulent
� activities leading to Mr. Mangone's dismissal.
|
| 644.28 | | WLDBIL::KILGORE | Adiposilly challenged | Wed Mar 03 1993 12:48 | 11 |
|
"The data that was reviewed does not suggest that any member of last
year's board was involved in the fraudulent activities leading to Mr.
Mangone's dismissal."
Interpretation: There is no evidence to indicate that the previous
board helped Mangone crack the safe. It is clear, however, that they
were collectively sleeping at the guard's desk. The fact that they are
no longer with us indicates that they were not "exonerated" [vt: to
relieve of responsibility (Webster)] for their dozing.
|
| 644.29 | | PATE::MACNEAL | ruck `n' roll | Wed Mar 03 1993 12:50 | 2 |
| re .28: In this era of increased communication I find it hard to
believe that this board would have hidden meanings in its messages.
|
| 644.30 | | RGB::SEILER | Larry Seiler | Wed Mar 03 1993 13:06 | 14 |
| re .29: If you think that the board memo means any more than that the
former board didn't take part in the (alleged?) fraud, then I think you
are the one reading hidden meanings into the message. The memo doesn't
say whether the current board thinks the former board was or was not
doing a good job -- all it says is that they weren't in the fraud.
Or do you mean that "open communications" means that the current board
ought to tell us whether they think the former board was doing a good
job? I don't see why the Board should take a position on that. It
suffices for them to speak to that issue as individuals, and several
of them have done just that, in very clear and open language.
Enjoy,
Larry
|
| 644.31 | Read the rest of the memo | TOMK::KRUPINSKI | The Clinton Disaster, Day 42 | Wed Mar 03 1993 13:20 | 7 |
| The same board memo goes on to discuss the possibility
of a bond recovery action. And reject it, on the grounds
that the cost of litigation would likely exceed any proceeds,
not because they thought that such an action was undeserved.
Hardly an exoneration.
Tom_K
|
| 644.32 | | PATE::MACNEAL | ruck `n' roll | Wed Mar 03 1993 13:28 | 3 |
| The board memo says that the past BoD was not involved in the fraud yet
Phil G. seems to suggest (in .21 or thereabouts) that they were, thus
my question.
|
| 644.33 | | ECADSR::SHERMAN | Steve ECADSR::Sherman DTN 223-3326 MLO5-2/26a | Wed Mar 03 1993 15:11 | 15 |
| re: .32
No. The board memo explicitly does NOT say that "the past BoD was not
involved in the fraud." It says that the information reviewed does not
suggest that any member was. BIG DIFFERENCE. What they found was lack
of evidence of any involvement with the fraud.
To "exonerate" would meand that the current Board would "free from blame"
the old Board. I have seen NOTHING that would even HINT that the new Board
holds the old Board as blameless in the events surrounding the fraud. In
fact, there is MUCH evidence to the contrary in the form of new controls,
policies, procedures and attitudes which address issues around the fraud and
which changes the old Board resisted to the last moments.
Steve
|
| 644.34 | Please don't put words in my mouth | GUFFAW::GRANSEWICZ | | Thu Mar 04 1993 10:25 | 15 |
| > <<< Note 644.32 by PATE::MACNEAL "ruck `n' roll" >>>
>
> The board memo says that the past BoD was not involved in the fraud yet
> Phil G. seems to suggest (in .21 or thereabouts) that they were, thus
> my question.
Mr. Macneal, please refrain stating that I seem to suggest anything
along these lines. I have not, and will not suggest this since there
are no facts that I am aware of to base such an opinion on.
Like others have said, not being involved in a fraud is one aspect. It
is up to every DCU member to make a determination as to whether the
former Board perfomed their duties adequately. Do you not understand
the distinction?
|
| 644.35 | I prefer money to blame | SMURF::SMURF::JMARTIN | Joseph A. Martin, Alpha memory management | Thu Mar 04 1993 11:08 | 9 |
| The question that interests me is the old board's bonding: did it
cover only criminal acts, or is there any possibility that the
credit union could recover compensation for egregious failure of
oversight? Of course, it would be damaging for a financial
professional and embarassing for his or her employer if the bond
were paid.
\Joe
|
| 644.36 | | PATE::MACNEAL | ruck `n' roll | Thu Mar 04 1993 11:33 | 5 |
| � Mr. Macneal, please refrain stating that I seem to suggest anything
� along these lines. I have not, and will not suggest this since there
� are no facts that I am aware of to base such an opinion on.
Then what did you mean?
|
| 644.37 | Please be specific | GUFFAW::GRANSEWICZ | | Thu Mar 04 1993 11:51 | 4 |
|
> Then what did you mean?
What are you referring to?
|
| 644.38 | | TOMK::KRUPINSKI | The Clinton Disaster, Day 43 | Thu Mar 04 1993 13:13 | 11 |
| > The question that interests me is the old board's bonding: did it
> cover only criminal acts, or is there any possibility that the
> credit union could recover compensation for egregious failure of
> oversight?
The way I read the Board Memo, the new Board believes that the
question is moot, because of the cost of recovery would exceed
the likely amount recovered.
Tom_K
|
| 644.39 | | PATE::MACNEAL | ruck `n' roll | Thu Mar 04 1993 15:51 | 1 |
| You're quite the politician, Phil.
|
| 644.40 | | GSFSYS::MACDONALD | | Thu Mar 04 1993 16:58 | 13 |
|
Re: .39
> You're quite the politician, Phil.
And you're evading the question. I have the same question as was posed
by Phil. I went back and looked at .21 and it wasn't by Phil so
first which one is it and specifically what are you getting at. This
cat and mouse game you're playing is not amusing. If you have
something to say, then what is it?
Steve
|
| 644.41 | apology | SMURF::SMURF::JMARTIN | Joseph A. Martin, Alpha memory management | Thu Mar 04 1993 17:29 | 4 |
| re .38, .31
Sorry to make you say something twice, Tom. I missed your
first attempt while paging past a dog fight.
\Joe
|
| 644.42 | What is the question? | STAR::BUDA | We can do... | Thu Mar 04 1993 18:37 | 8 |
| RE: Note 644.39 by PATE::MACNEAL
> You're quite the politician, Phil.
What are you talking about? I asked the same question he did. I
cannot make heads or tails out of what you are askign about now...
- mark
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| 644.43 | | PATE::MACNEAL | ruck `n' roll | Fri Mar 05 1993 11:08 | 10 |
| OK, one more time: What was meant by this statement?
�It seems all too common for relationships to
� develop between Board members and senior management that start to
� interfere with the business relationship they must have. I think we
� may have seen this very close to home.
The old board fired senior management. The new board stated that there
was no evidence that the old board participated in the fraud.
|
| 644.44 | | GSFSYS::MACDONALD | | Fri Mar 05 1993 13:50 | 15 |
|
Re: .43
What that means is that after time, when there is little or no
change in either BoDs or the management, that personal relationships
tend to develop which compromise the BoD's objectivity. It could have
been that such relationships developed in this case and that trust
the BoD had in Mangone led to the mess we have now. So this means
nothing more than perhaps the old BoD got too close to Mangone and
because of that were blind to what he was really doing. There's nothing
criminal in that, but it certainly means they were no longer able to do
the job they were elected to do.
Steve
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| 644.45 | The statement is self-explanatory | GUFFAW::GRANSEWICZ | DCU owners, please vote | Fri Mar 05 1993 16:24 | 39 |
| RE: .44
Exactly.
>Note 644.43 PATE::MACNEAL
> OK, one more time: What was meant by this statement?
>
>�It seems all too common for relationships to
>� develop between Board members and senior management that start to
>� interfere with the business relationship they must have. I think we
>� may have seen this very close to home.
>
> The old board fired senior management. The new board stated that there
> was no evidence that the old board participated in the fraud.
You over simplify the events of the past. The facts are that the old
board fired Mr. Mangone only after the NCUA came to DCU as a result of
the collapse of Barnstable CU. I believe the above statement is
self-explanatory. Personal relationships or friendships may
interfere with making timely and correct business decisions. It is
human nature to give a friend more leeway and trust than one would give
a business aquaintance in a strictly business relationship. I am sorry
Mr. Macneal if you do not understand the explanations I have given you.
Other people understand them so I have to believe I am being clear.
To gain further understanding I will quote from a March 1, 1993 article
in Newsweek entitled "Brave New Directors". It is a very interesting
article and I will try and enter the entire article.
"At many companies, for instance, directors seem to have forgotten that
they are supposed to represent their constituents: the shareholders.
'Every director I know gives [that] lip service,' says John J. Byrne, who
recently resigned from the AmEx board in the midst of a power struggle
that led to the resignation of CEO James Robinson III. 'But less than
20 to 30 percent act that way.' Instead, directors have tended to be
golfing buddies handpicked by the CEO who engage in mutual
back-scratching."
|
| 644.46 | | PATE::MACNEAL | ruck `n' roll | Fri Mar 05 1993 16:38 | 2 |
| With accusations flying at one time over special loans and such I just
wanted to make sure there wasn't something hidden beneath those words.
|
| 644.47 | | TOMK::KRUPINSKI | The Clinton Disaster, Day 44 | Fri Mar 05 1993 17:16 | 7 |
| Did anyone make such an accusation (I don't believe so)
or did a lot of people ask if such a situation existed
(which is what I remember)?
There is a difference between the two.
Tom_K
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| 644.48 | That was propoganda from the old Board | RGB::SEILER | Larry Seiler | Mon Mar 08 1993 06:29 | 26 |
| The former board claimed (in the witch hunt note) that there had been
accusations of a special loan in this notes file. They were challenged
to show what note they were referring to, but they never responded.
I don't believe there is any such note. However, I don't consider that
asking questions about facts that appear to be suspicous is the same
as making an accusation. Perhaps the old Board felt sufficiently
threatened by the questions that they regarded them as accusations.
However, the proof that the questions were not accusations is contained
in the fact that once we finally got an unambiguous answer (from Chuck
Cockburn), people reported it here and the questions stopped.
Personally, I feel that it's valid to ask very probing questions of
elected officials -- I feel that elected officials have an obligation
to explain their stewardship to their consituents. I didn't get the
impression that the former Board agreed with that attitude, which I
think is where many of the misunderstandings and problems came from.
I should also note that much of the perceived "negativism" of the DCU
notes file came from people expressing their frustration at not getting
answers to questions about what was happening at the DCU. Since I believe
that elected officials should be asked the hard questions, I think it is
perfectly reasonable to be frustrated when questions are not answered.
Enjoy,
Larry
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| 644.49 | anyone else send a letter? | CVG::THOMPSON | Radical Centralist | Tue Jun 15 1993 11:08 | 5 |
| Anyone out there get the Credir Union Times? I'm told that my letter
to the editor was published. I didn't get a direct reply though. Now
how do I get a copy?
Alfred
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| 644.50 | Published June 9th | ASE003::GRANSEWICZ | | Thu Jun 17 1993 13:22 | 9 |
|
RE: .49
Alfred, DCU receives the Credit Union Times and I asked them to send me
a copy of your letter that was published. I just received it and read
it. If you like a copy, let me know. It was published June 9th.
Phil
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| 644.51 | the letter I sent | CVG::THOMPSON | Radical Centralist | Thu Jun 17 1993 15:03 | 81 |
| Alfred C Thompson, II
Credit Union Times, Inc
560 Village Blvd Suite 325
West Palm Beach, FL 33409
Dear Sirs,
As a member of the Digital Employees Credit Union (DCU)
I read Mike Welsh's editorial "A Bill of Rights only an
anarchist could love" with great interest. However, I
didn't find much to agree with him on.
The editorial correctly points out that policies and
bylaws are different things and that bylaws are and
should be much harder to change. This is the very reason
that member rights must be spelled out in the bylaws
rather than in policy. The members own the credit union.
As owners their rights must be protected from the whims
of a management or board that wishes to ignore the best
interests of the membership. That is why the DCU members
rights are spelled out in the bylaws.
One bylaw that seems to worry Mr Welsh is the one that
would "establish a process by which any member may pro-
pose business for the annual meeting." This bylaw puts
something into place that is a very real part of govern-
ment in New England, where DCU is based. In New England
we have government by "Town Meeting" and allowing any
voter to speak or add items to the annual meeting is
an established right. Far from causing chaos it adds to
communication and trust. It helps insure that processes
are fair and open. Minor or irrelevant issues are easily
handled by a good meeting leader. A Credit Union manager
or board that is running a Credit Union on the up and
up according to the law and its charter have little to
fear.
On the other hand, a meeting with no allowance for mem-
bers to add items of business can easily lead to chaos.
In fact a special meeting of the DCU where the board
successfully beat back the attempts of the membership to
add business to the meeting did become chaos. I believe
that this chaos is part of what pushed the membership
over the edge causing it to replace the entire board in
one election.
An other bylaw that worries Mr Welsh is one that re-
quires a secret ballot for votes that would remove a
board member or senior manager.
I agree that neither the board or the membership should
micro manage. And I don't think the board or the member-
ship should be involved in removing any employee other
than the CEO. But there is already a process for the
membership to remove a board member. I see no harm in
making that process better in terms of making sure that
those who fail in an attempt are spared retribution. It
is not ludicrous for members to have a say in who is on
their board. Or for the board to have a say in who the
CEO is. It's not as if this process would make it easy
to remove a board member or the CEO or that it creates a
process where none previously existed.
A Credit Union belongs to its members. The board and
officers of a Credit Union must be accountable to that
membership.
I wonder if Mr Welsh has read the full copy of the bylaw
changes and the accompanying justifications? I suspect
not. One thing years of comparing actual documents and
media summaries of those documents has taught me is that
there is nothing like reading the original to know what
it says. Enclosed are the by-law changes and justifica-
tions that I have available to me for your information.
Sincerely,
Alfred C Thompson, II
|
| 644.52 | | ASE003::GRANSEWICZ | | Thu Jun 17 1993 15:57 | 9 |
|
The letter was printed as written. The very last sentence was left off
though.
The following was added after your name:
Editor's Note: Mr. Welch was provided with the same materials that were
sent to DCU members.
|
| 644.53 | | ECADSR::SHERMAN | Steve ECADSR::Sherman DTN 223-3326 MLO5-2/26a | Fri Jun 18 1993 11:23 | 3 |
| Alfred, thanks! :)
Steve
|
| 644.55 | Busy these days, but still check in | ASE003::GRANSEWICZ | | Fri Jun 18 1993 16:46 | 27 |
|
> so a board member still remains.
Yes, still here. I check into the conference daily Ed. Let me know if
you have any questions.
>its been quit here.
Well, I'm not going to talk just to hear myself talk. Sometimes
silence is a good thing.
>no minutes
Just reviewed them and they should be available after we approve them.
>no board memos communications.
No topics right now that we think need communicating. That will change
as the trial ends though.
>what is the status of the by-law changes, etc.
They have fallen into the abyss of the government beaurocracy. I have
a call into our legal counsel to get an update. I haven't forgotten
about them and I'm glad you haven't either. Keep us on our toes!
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