Conference 7.286::dcu

6.0. "Board Resolutions" by ASE003::GRANSEWICZ () Mon Jan 03 1994 19:26

    
                  DIGITAL EMPLOYEES' FEDERAL CREDIT UNION

              CERTIFICATE OF RESOLUTION OF BOARD OF DIRECTORS

                         ADOPTING VARIOUS POLICIES


We, the undersigned, President and Secretary of DIGITAL EMPLOYEES' FEDERAL 
CREDIT UNION, Charter No. 23521, hereby certify:

That by affirmative vote of the members of the Board at a duly held meeting 
thereof on August 24, 1993, the following resolution was adopted:

BE IT RESOLVED:  That the following policies of this Credit Union be 
adopted as set forth below, to be effective immediately:


                                CERTIFICATE

1.   Distribution of Information to the Membership

     Subject to applicable state law or regulation, any member may 
     distribute information to the membership by means of the Credit 
     Union's quarterly full-membership mailing or any election ballot 
     mailing, provided that:

     a.  The information is clearly marked as not originating from the 
         Credit Union;

     b.  The information clearly relates to Credit Union business;

     c.  The information is not defamatory, does not derogate the financial 
         condition nor affect the solvency or financial standing of the 
         Credit Union, does not contain Credit Union confidential 
         information and is not partisan to an individual candidate(s) 
         running for a Credit Union volunteer position;

     d.  The member obtains and submits a list of at least five hundred 
         (500) valid member signatures who favor the mailing of the 
         information.  The request shall name the members of a five-member 
         committee appointed by the petitioners to act for the petitioners 
         in a manner which will be binding on said petitioners.  The 
         chairperson shall arrange for the Board to meet with the above 
         committee within fourteen (14) days after receipt of the request; 
         and thereafter the Board and the committee shall meet as necessary 
         to resolve any problems or issues raised by the petition and/or 
         the logistics of the mailing.  If agreement for settlement on any 
         of said problems or issues cannot be reached and the other 
         requirements of this policy are not met, the member mailing will 
         be implemented;

     e.  The information is limited to a single side of an 8.5-inch x     
         3.5-inch printed statement, sufficient copies of which will be 
         made by the Credit Union;

     f.  The member pays the Credit Union in advance for costs incurred by 
         the Credit Union for copying and mailing up to a maximum of 
         $2,000.


     g.  The information, payment, and member signature list is provided to 
         the Credit Union at least sixty (60) calendar days prior to the 
         date of the scheduled mailing.

2.   Recording of Annual and Special Meetings

     Subject to applicable state law or regulation any annual or special 
     meeting of the members may be recorded by audio or video device by any 
     member, unless a motion to the contrary is brought and passed at said 
     meeting.  In accordance with Robert's Rules of Order, a video or audio 
     record of any disciplinary action conducted at such a meeting may only 
     be viewed by Credit Union members and may not be released to the 
     media.

3.   Nomination of Incumbent Directors

     It shall be the policy of the nominating committee not to endorse or 
     nominate as a board candidate any current board member who has served 
     on the Board of Directors for the last six continuous years.  Any such 
     member may seek and obtain nomination through the petition process.

4.   Annual Report and Auditor's Notes

     The Credit Union shall make available to the membership, prior to the 
     date of mailing of the mail ballots each year, the Credit Union's 
     audited financial statements, including footnotes.

5.   Member Access to Board Minutes

     The recording officer shall prepare and maintain full and correct 
     records of all meetings of the members and of the Board, which records 
     shall be prepared within fourteen (14) calendar days after their 
     respective meetings in which the minutes were approved.  The minutes 
     of all Board meetings, including a record of how each director voted 
     on each motion, shall be made available for inspection or copying by 
     any member.  The Board, shall, however, edit the minutes made 
     available to the membership to eliminate any confidential Credit Union 
     information.  The recording officer shall promptly inform the 
     Administration in writing of any change in the address of the office 
     of this Credit Union or the location of its principal records.  He 
     shall give or cause to be given, in the manner prescribed in these 
     bylaws, proper notice of all meetings of the members, and shall 
     perform such other duties as he may be directed to perform by 
     resolution of the Board not inconsistent with the Act and regulations 
     and the bylaws.


6.   Member Access to Non Confidential Credit Union Records

     All records of the Credit Union, except for those which are 
     confidential, will be available to members for inspection or copying 
     during normal Credit Union business hours.  However, documents or 
     information sought for a vexatious purpose shall not be made 
     available.  Any denial of information must be accompanied by a written 
     statement which sets forth the specific reason for the denial.  
     Generally, information will be provided free of charge, however, 
     Credit Union management shall have the discretion to impose a fee when 
     a substantial amount of duplication and/or research is required, equal 
     to normal commercial copy center rates.  The cost of information will 
     not be used to discourage members from obtaining information.

     Any member may appeal a refusal to provide information to the 
     Supervisory Committee.  The appeal must be in writing and be 
     accompanied by two hundred (200) validated signatures from current DCU 
     members.  The Supervisory Committee will read the member's written 
     appeal at its next regular meeting or within 30 days thereof, 
     whichever is earlier, then will vote to either affirm or disaffirm the 
     refusal.  The motion to affirm the refusal must be carried by a 
     two-thirds (2/3) vote of the Committee members present; otherwise the 
     information will be released.  The release will be subject to the 
     Credit Union's general counsel's decision that the release is lawful.

7.   Bylaw Amendments - Notification of Membership

     The following bylaw sections may not be amended or otherwise changed 
     by the Board unless the Board has provided the membership with at 
     least thirty (30) days' advance written notice of the proposed 
     amendments:

     a.  Article V, all sections
     b.  Article VI, all sections
     c.  Article VII, Section 1
     d.  Article IX, Section 5
     e.  Article XIX, Section 3

That notice of the above meeting was given to Board members in accordance 
with Article XXI, Section 1, of the bylaws:

That the foregoing resolution, together with the names of directors voting 
for the policies, those voting against the policies, and those absent from 
the meeting have been entered in full in the minutes of the Board of 
Directors of this Federal Credit Union.



					___________________________________
							          President


					___________________________________
							          Secretary