Conference 7.286::dcu

Hmmm. Seems to be fewer

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			    than I've seen in a long time.

1)  I was glad to see that Ms. Madden and Mr. Prindle are receiving
a pay hike in connection with their duties as acting president.  I
assume that they're going to have to deal with extra hours (not to 
mention extra stress) and it's fair that they be compensated for it.

2)  Reporting of end-of-month assets:  A lot of the minutes talk about
how the amount in savings (for example) was unusually high or low and
explain this based on where the end of the month falls relative to
pay day.  It seems to me that a clearer picture would be obtained
by also comparing the 1-week averaged amount in savings for the end
of each month.  That should eliminate effects based on the day of
the week on which the month ends and result in numbers that receive
more explaining and less explaining-away.

3)  Closed Account Survey:  During the period mentioned (March-June),
I zeroed out two dependent accounts.  I don't recall getting survey
forms asking why those accounts were closed.  Perhaps they were
officially closed after the end of the quarter, or something.  

4)  I found it interesting that Tanya Dawkins voted in favor of
ending the checking account fees.  I'm glad to see that this and
several other important votes were not 4 to 3.  The votes for
Phil and Chris as chair/vice-chair were 4 to 3 though. I'm curious 
whom those who voted against wanted as chair/vice-chair instead.

	Enjoy,
	Larry

>I'm curious 
>whom those who voted against wanted as chair/vice-chair instead.

Anyone but the two who were voted in. I don't think they care who, just not them.

-glenn-

It seems that Tanya takes a "vote with whoever is in power/don't rock the boat"
philosophy when it comes to voting.  She voted for the imposition of checking
account fees and against Phil and Chris.  Once the balance of power shifted to
Phil and Chris, she voted to remove the checking account fees.

Tanya, please feel free to correct me if any of my above opinions are incorrect.

I'm curious as to why Ms. Mann abstained on the vote for Secretary.  It seems to
me that the only reason for abstaining would be due to a conflict of interest.

Bob

    
    
    
    	Could somebody explain to me the parts about "indemnification" of
    the new BOD members? I know meaning of the word, but I'm wondering what
    the "process" was and why the member being indemnified had to leave the
    room?
    
    	And why did they leave the room separately, instead of together?
    
    	Was there a white puff of smoke emitted to signal the process was
    completed??? :-)
    
    JimH "just curious"
    

    re .4:  Actually, Tanya voted against the majority regarding selecting
    Phil and Chris as chair/vice-chair.  I expect she knew that she'd be
    in the minority on that.  I wouldn't care to speculate on her voting
    motives, but they are clearly more complicated than "vote with those
    in power".  I'd be happy to hear from Tanya regarding her reasons for
    this or any other vote.
    
    re .5:  I presume that they left the room one at a time because 
    everyone on the board *except* the person being discussed has a
    right to participate in the discussion about whether to indemnify
    that person.  I expect it was a short, pro forma discussion.
    
    	Enjoy,
    	Larry
    
    PS -- I don't think being indemnified is sufficiently special to
    warrant a puff of white smoke... :-)
    
    PPS -- I'd leave this for a director to answer if we had any who
    are able and willing to reply to notes.

Larry,

>    re .4:  Actually, Tanya voted against the majority regarding selecting
>    Phil and Chris as chair/vice-chair.  I expect she knew that she'd be

I purposely didn't say "majority".  Until after the vote, the anti-membership
directors were still in power as Tom McEachin was still Vice-Chairman.

Bob

    
    
    >re .5:  I presume that they left the room one at a time because 
    >everyone on the board *except* the person being discussed has a
    >right to participate in the discussion about whether to indemnify
    >that person.  I expect it was a short, pro forma discussion.
    
    
    	What would be the ramifications if the board should choose not to
    indemnify a board member? What would be a reason for not???
    
    JimH
    
    
    

I am very pleased with the new officers of the board of directors!  I like
the continuity of having Tanya stay as Treasurer.  From what I can see, she
is going a fine job.  And although I am not in favor of having all our
directors be financial people, I have always voted for Tanya because of her
financial background, and her past work overseeing banks.

I have mixed feelings about Chuck Cockburn's resignation.  Even though I
have not agreed with all of his policies at DCU, I have to give him a lot
of credit for the fine financial shape he is leaving us in.  A capital
ratio improvement of something like 80% is not only a real feather in his
cap, but a real benefit to those members who still remain.  I have high
hopes for the Presidential Search Committee.  I hope there are some good
candidates from which to choose.

I would like to see a summary of where we are today compared to where we
were before the scandal started.  This should include number of members,
and other information like assets, savings, loans, mortgages, number of
branches, number of employees, number of ATMs.  Maybe even the number of
Digital employees.  Don't dredge up the post-fraud numbers.  Just compare
us today to the last time we were completely healthy.  It would help to put
it in perspective, and also help us to decide where we want to go from
here.  As Larry said, we can sometimes get caught up in the fact that a
month ended on a pay day, or not.

The presence of discussions of Quantum field of membership, and keeping
ATMs on Main Street in Maynard are evidence that the DCU is a very
different place than it was a few years ago.  We still need to work on
access for members outside of the Greater Maynard Area, but we now also
have to discuss access for members within the area.  Definitely food for
thought!

I'm looking forward to that letter to the members.  I hope this becomes a
regular feature, and is the beginning of a Network newsletter that is no
longer content-free.

Elaine

1) I would like to see the quarterly dividends changed to monthly, which is
what *MOST* CU do, that I have seen.

2) Time for a dividend (not quarterly) to be declared.  I remember Phil
trying to do this very thing and having a majority vote it down.  I have
a funny feeling it would PASS this time...  Phil -- Try again!

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

I was pleased to see fewer XXXX's in place.  Maybe this was because
there was less need, but I think it had to do with the people involved. 
I expect we will see less information blocked, with Chuck and his crew
gone.

I would like to start seeing the times people come late and leave early
posted again.  This gives me an idea how serious ALL BOD members are. 
It was very useful for the membership when they voted this last time
around.  I am sure it will be useful in the future.

> Growth

It would be useful to see the annualizied ALONG with a comparison of
previous year.

It is not hard to have an increase over the previous month, but an
additional important data point is HOW did one did as compared to a year
ago!  We may have an increase of 6% from last month but may be -16% as
compared to last year.
  
> Capital Ratio
  
The dreaded 'Capitol Ratio'.  Loved by those who are no longer around. 
I think we have put WAY too much faith in ONE number.  There is a lot
more to a healthy CU.

I would like to see less emphasis on the 'Capital Ratio' and more on a
variety of statistics, which include the 'Capital Ratio'.  Never get
sucked into one number...
  
> a.  Supervisory Committee Report
  
>     6.  Recommendations to change the Election Rules to be presented at
>         the November Board meeting.

There need to be some simple changes...  Remove most of the crap that
was implemented by a few control freekes...  The sooner this changes,
the better off we are.
  
> b.  Finance Committee
> c.  Human Resource Committee
> d.  Credit Appeals Committee

It will be nice to get some broader exposure on these committees...  Glad
we have a new board.  

 a.  Closed Account Survey
  
>     3.  The vast majority who closed their memberships:
>         c.  were generally or completely satisfied with DCU.

How do we come up with vast majority?  Is that 51%?  I hate generalized
terms and prefer facts, in the future...
  
> It was noted that the full results of this survey would be made available
> to the membership at DCU headquarters and branches.

Will have to obtain these and share them.  This is a positive point in
the last 3-6 months --  more information!  Keep it up.
  
> b.  Checking Account Pricing
  
> *  It was moved by Mr. Gillett and seconded by Mr. Garrod to rescind the
> assessment and collection of the monthly maintenance fee on DCU share draft
> accounts.   Commencing September 1, 1994, this fee will not be assessed or
> collected on any DCU share draft account, without regard for account
> balance or member relationship status.  (Five in favor: Ms. Dawkins, 
> Mr. Garrod, Mr. Gillett, Mr. Gransewicz, and Mr. Kinzelman; two opposed:
> Ms. Mann and Mr. McEachin)  MOTION CARRIED.

Great!  Nice to see them keep promises, which others did not...  
  

    It's good to see that operating expenses are below budget.  I am
    wondering if they are below budget because Digital keeps
    selling/closing facilities or if the budget is revised to take this
    into account, and the lower than budgeted expenses are due to the great
    work by the DCU employees.
    
    Bob

Indeminification has to do with liability. Basically, if you indemnify someone
who is serving in a particular capacity, you agree to hold that person harmless
when they are serving you in that capacity, as long as they are acting
reasonably, responsibly, and in good faith.

Say, for example, you hire Fred to to shovel your driveway, and you agree to
indemnify him for the service. Fred cleans off all the snow and works especially
hard on a particular patch of ice, but doesn't get it all off. You slip on the
ice and suffer an injury. You sue Fred. But, because you agreed to indemnify
him, your lawsuit could fail because he was acting "reasonably and responsibly,"
that is, doing as good of a job as any reasonable person could expect another
reasonable person to do.

As another example, say that during a break, Fred decides to spraypaint your
house just for spite (because he's mad at you for some reason). You sue Fred
for damages. This time, the indemnification doesn't apply, because you only
agreed to indemnify him for the snowshoveling capacity, and nothing else.

Finally, say that Fred decides to apply ice-melt after he's finished shovelling.
You, being environmentally conscious, object to the application of the chemical
and sue Fred (for doing a bad job or for damaging your lawn). You could lose
because not only was Fred acting reasonably (lots of people use ice-melt),
he was acting in good faith (he didn't know you didn't want it used).

Note that this is all subject to interpretatation: how good of a job is
"good enough"?; what constitutes "reasonable" or "good faith"?, etc.

Now, how does this apply to the DCU board of directors? It means that, as long
as the director is acting resonably, responsibly, and in good faith, DCU agrees
to hold the director harmless. (There may be other consequences, too, depending
on what's in the bylaws.)

For example, if a director steals money from DCU, indemnification doesn't
apply because the director wasn't acting in good faith. However, say that the
director votes in favor of investing DCU assets in a particular conservative
growth fund and the investment loses money. DCU sues the director for making a
bad decision. Does the indemnification hold? Probably yes: one could argue
that the director was acting in good faith by trying to increase DCU's
profitability. Further, one could also argue that the director was being
reasonable and responsible by investing in a conservative fund rather than a
risky one.

All of this stuff is VERY complicated. I am not a lawyer, so don't believe or
depend on my explanation; get advice from a professional.

-Jeff