Conference 7.286::dcu

409.0. "Let's re-write the Bylaws" by SAINT::STCLAIR () Tue Dec 17 1991 10:42

I would like to entertain suggestions as to whether or not there is
general agreement that the membership should participate in changing
the Bylaws. If there is agreement that the membership should participate
then how can this be done constructively?

I have been reading the DCU Bylaws. They are, in my estimation, very
poorly written. The consequence of this is two fold. First and most 
important when it is necessary for the membership and BoD to reach 
agreement on an issue if the Bylaws are not clear then they Bylaws 
themselves become an impediment to reaching a solution. The second problem
is that the document is just silly. I have extracted several examples
of poor English. The words I called out below implementary, conformance,   
receipting, and ascertainment, are not really words. They are by example
an indication of the poor quality of thought that went into constructing
this most important document.  I believe that everyone should be concerned
with this document and that there should be an effort made to ensure
it is brought up to date with all possible haste. I also think that
if it is possible for the membership to constructively participate in
updating the document this should be a goal. I believe that the BoD
feels the document needs work. If they attempt to make constructive
changes without constructive input from qualified members of the DCU
then they may find that they are again subject to considerable criticism.

/doug

The words and surrounding text from the Bylaws follow below.

------------------------------------------------------------------------
  Ascertainment
          request of 200 members. The notice of such special meeting shall
          be given as provided in section 2 of this Article.
             Section 4. The order of business at annual meetings of members
          shall be-
>>        (a)     Ascertainment that a quorum is present.
          (b)     Reading and approval (or correction) of the minutes of
          the last meeting.
          (c)     Report of directors.
          (d)     Report of the financial officer or the chief management
          official.
------------------------------------------------------------------------
  Receipting
          of this section shall not be affected. Trusts may be established
          pursuant to this section, provided such trusts, their terms and
          conditions are in accordance with the laws of this jurisdiction.

>>        Article IV. Receipting for Money
             Section I. Money paid in or paid out on account of shares,
          loans, interest, entrance and transfer fees, or late charges
          shall be evidenced by an appropriate voucher or receipt which
          shall also identify the person acting on behalf of this credit
          union. The member�s official permanent record for all
------------------------------------------------------------------------
  conformance
          Article XX. Operations Following an Attack on the United States
             Section 1. In the event of an attack upon the United States, the
          officers and employees of the credit union shall continue to
          conduct the affairs of the credit union under such guidance from
>>        the directors as may be available and subject to conformance
          with any governmental directives during the emergency.
             Section 2. (11/90) In the event of an attack upon the United
          States of sufficient severity to prevent the conduct and
          management of the affairs and business of the credit union by
          its regularly elected directors, officers, and properly
------------------------------------------------------------------------
  implementary
          the board of directors passed from time to time for that
          purpose, and any provisions of these bylaws (other than this
          section) and any resolutions which are contrary to the
          provisions of this section or to the provisions of any such
>>        implementary resolutions shall be suspended until a regularly
          constituted board of directors can be obtained.
             Section 3. In the event that the office of the credit union
          becomes unusable, as a result of an attack upon the United
          States, the credit union shall, if possible, establish temporary
          substitute quarters. The office of this credit union shall be

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

If you want to research this further a copy of the DC Bylaws has been 
placed in DCU note 375.

    I do agree that the bylaws are not clearly presented, and that
    we could improve on the content of some of them as well.  One way
    to get there is by electing a BoD who will take on this work.  They
    could then draft revisions and present them to the membership for
    comment.  Based on those comments, they could revise and submit
    to the NCUA for approval.
    
    Please understand the current bylaws are 98% NCUA boilerplate, and 
    that any changes must be approved by the NCUA.  Also, the NCUA offers 
    some pre-approved alternatives.
    
    I have a copy of the NCUA boilerplate.  I do not have the pre-approved
    amendments.
    
    
    Jack

I was thinking that perhaps a committee of members might be formed to
do the re-write, with the advise and consent, of the BoD. This would have
the opportunity to permit the creation of groups within the DCU with
unique skills (such as writing this kind of stuff). The skills required
for a BoD member do not preclude nor do they necessarily include the
skill of writing. Why should we defer an activity such as this to the
BoD? Why not select people with  the best BoD skills possible and involve 
the membership at large in areas where they can contribute best?

/doug

    re: 0
    
    Perhaps what you perceive as poor English is actually "legalese".  In
    that case, the issue is with the legal community, not DCU or NCUA.  I
    do agree that legalese is incomprehensible to the average lay reader, 
    but I'm not sure that a document constructed without it would pass 
    legal scrutiny.
    
    I'm more interested in content than choice of words.

    
    The BoD has within its powers the ability to create committees for
    purposes such as this.  There is no mention of an "Investment
    Committee" in the bylaws, yet it exists.  I don't see why this couldn't
    be done for this purpose.
    
    I agree with the comment about the legalese.  I have found a couple of
    places in the Bylaws that are meaningless because they refer to minutes
    of meetings which we do not have access to.  Everything should be
    spelled out in detail and the Bylaws should be self-contained.
    

.2>  I was thinking that perhaps a committee of members might be formed to
.2>  do the re-write, with the advise and consent, of the BoD. This would have
.2>  the opportunity to permit the creation of groups within the DCU with
.2>  unique skills (such as writing this kind of stuff). 


This sounds, simply, like a great idea.

Please give it a try, Doug.  And come back here to let us know how the BoD
reacts.

(And don't give up until and unless you've been turned down by the
new BoD after the election, in case the current BoD isn't receptive.)

You're absolutely correct that the more shareholders who can be made
active in the affairs and procedures of our credit union, the better.