Friday, February 23, 2007

UI Held Hostage Day 398 - Feb. 23 -- Optiva

Feb. 23, 11:15 a.m.

What the Credit Union Feb. 28 Meeting is Really About
"Credit unions . . . are exempt from Federal and most State taxes because credit unions are member-owned, democratically operated . . . organizations . . .." (emphasis supplied)
That's a quote from the Credit Union Membership Access Act of 1998, Sec. 2(4).

[The meeting, for UICCU members, will be held at Quality Inn & Suites Highlander Conference Center, 2525 N. Dodge St., Iowa City, starting at 6:00 p.m., on Wednesday evening, February 28, 2007. It may be necessary to arrive a little before 6:00 p.m. in order to be checked in -- but I don't know that for sure.]

In short, for a credit union's board members and CEO to accord dignity, openness and cooperative friendliness to members, to genuinely seek their opinions (and be governed by them), to encourage membership participation and democratic operation of a credit union -- is, well, kind of like fastening your seat belt: "It's not just a good idea, it's the law." It's the very foundation of credit unions; it's the justification for the legal and tax benefits given a credit union -- that become the financial benefits it can pass on to its members (or, better said, the members can pass on to themselves).

Reshaping the Definition of "Democracy"

"Democracy" began small in this country, and then grew. Initially, it only had to do with "government," with the state. And at that, the only ones who could vote were (a) white, (b) males, (c) who owned land, and (d) were over 21. (And when it came to electing U.S. Senators, even these elite electors were limited to voting for the state legislators who were given the constitutional power to vote for the state's senators. U.S. Constitution, Art. I, Sec. 3. We are still limited to voting for "electors" rather than voting directly for the presidential candidate of our choice. Id., Art. II, Sec. 1.)

With the passage of the years the electorate was expanded to include African-American males,
U.S. Constitution, Amendment XV (1870), those who didn't own land, females, Id., Amendment XIX (1920) and finally all over the age of 18. Id., Amendment XXVI (1971).

But democracy's spread hasn't stopped there.
As the national president of the YMCA's high school organization, Hi-Y, I was given a seat on the national YMCA board of directors -- with white guys in suits, all of whom were at least three or four times my age.

We require that the Iowa Board of Regents has at least one student from the Regents' universities. Iowa Code Sec. 262 (1) (2007).

At one time Chrysler included on its board of directors the national president of the UAW.

Schools, from K-12 through university, have accorded some responsibility, however limited, to "student councils."
There are numerous other examples, including "family councils" in some families that, generations ago, would have been subject to the dictatorial whims of the father.

Unlike many of these democratizing moves within hierarchal organizations, credit unions are, and have been since their beginnings, nothing but their members, coming together in democratically-controlled institutions called credit unions. Thus, any tendency toward hierarchy and top-down control inside a credit union is the equivalent of what, within a nation's government, would be characterized as a coup-d'etat, or treason.

The UICCU's Loss of Membership Control
and the Perversion of "The Rule of Law"

In fairness to the UICCU board and CEO, it is the natural tendency of all institutions -- corporate, non-profit, military, educational -- to concentrate power, function in increasing isolation and secrecy, and look upon members of its stakeholder groups as pesky intruders to be "dealt with" when they cannot be ignored, rather than sought out as constructive, collegial participants in the governing process.
The President of the U.S., rather than seek out and respond to the overwhelming majority of Americans, increasing numbers of members of the U.S. Senate and House, former military leaders and government officials who oppose his preemptive war in Iraq, cites Art. II, Sec. 2, of the U.S. Constitution as the legal basis for going his own way.

The Iowa Board of Regents, claims the legal power to rebuff the UI faculty, and according to this morning's stories, the Iowa Ombudsperson's investigation as well.

Search Committee II, created by the same Board of Regents legally required to have a student member, exercises its power to forbid any undergraduate representation on the Committee.

Iowa State, also according to this morning's papers, unilaterally decides to charge UI fans $90 a ticket to attend the UI-ISU football game this year -- 50% more than the $60 the UI charged the ISU fans last year.
The listing of examples could go on, but this should be enough to make the point.

"The law," which is designed to set the absolute minimums, and maximums, of socially acceptable behavior, all too often becomes the justification for behavior that is offensive, insensitive to others, or that excludes from participation in decision-making stakeholders with legitimate rights to be heard. If the behavior in question has not been defined as a crime, and does not result in civil liability, that is taken as justification for the action, regardless of how offensive and contrary to the mission of the institution it may be.

So it's not that the UICCU leadership is necessarily any worse than that of comparable organizations. It may even be better. But that doesn't make it good.
When I first took an interest in this "Optiva" name change I wanted to communicate with the board members about it. However, when I asked for their names I was told by employees I was not entitled to know them. Since those employees had first checked with supervisors, it was obvious they had been instructed by management to handle my inquiry this way; it was not just an individual's unique display of ignorance or exercise of bad judgment. When I did finally get the names (although not an up-to-date list) I was still denied access to addresses for them. I discussed this matter with the CEO, pointing out that the ICCSD School Board members' names, titles and terms, home addresses and phone numbers, e-mail addresses, photos and bios are available on the District's Web site. Although the UICCU Web site now contains the names, titles, phone numbers and e-mail addresses of employees of the credit union, there is still no contact information whatsoever for the CEO and board members (that I could find).

It was not my personal experience, but I was told of a member who asked for -- and was refused -- the minutes of UICCU board meetings. (So far as I know they are not posted on the UICCU Web site -- although even the secretive Iowa Board of Regents puts the minutes of its meetings on its Web site!)

UICCU members have been told that a significant study preceded the Board's selection of the name "Optiva." However, I have also been told that someone who asked to see that study was told he or she could not even see it, let alone have a copy.

Whatever else may be said of the October membership meeting's legality, at a minimum there were "irregularities." There was apparently an effort by management to get employees to attend and vote for the "Optiva" name. (I was told of at least one such case.) There's no reason employees who are members should be denied the right to vote. But when management becomes an active and antagonistic advocate for its pre-determined proposal and outcome from a "membership" meeting, and uses its influence with employees to bring about that result -- rather than conduct a genuine inquiry as to the preferences of the rest of the membership base -- and then insists that it has "won" because it was able to get six more votes than its "opponents" at a meeting at which less than 1% of the credit union's membership was polled, the UICCU has strayed very far afield indeed from the "democratically operated organization" envisioned in the Credit Union Membership Access Act of 1998.

Again, the following has been told me as another example of UICCU attempts at legal bullying of members, but was not a personal experience. Apparently the UICCU's first response to the petition for the February 28 meeting was rebuffed, and the February 28 date rejected. When it was discovered that the law required a meeting be called, so was the credit union's lawyer -- who set about the task of trying to find some legal fault with the petition. He was ultimately turned down by the Iowa Superintendent of credit unions, who wrote that the lawyer had misrepresented conversations with the Superintendent. [Matt Nelson's story, linked below, reports: "James Forney, the superintendent of the Iowa division of credit unions . . . disagreed with Lynch's [Lawrence Lynch, the legal counsel for the credit union] assessment that the petition was 'defective.' Lynch had recommended that a meeting be held to discuss the petition, but any votes in that meeting 'cannot be binding upon the credit union or its Board of Directors.' Forney's review of the documents found that the petition presented to the credit union adequately stated the purpose of the meeting - the critical requirement to guide the board to hold a second meeting about the name change."]

According to Matt Nelson's story, linked below, a firm called "Optiva Mortgage" has been using the Optiva name since 2004 and, since it anticipates doing business in Iowa, has requested the UICCU abandon its claim on "Optiva Mortgage's" name. While that would be the decent thing to do, once again UICCU administration has decided to bull ahead on the basis of a legal technicality that gives it the right to "steal it fair and square."

Now the board and administration are arguing that we have to go ahead with the name change to Optiva -- why? Because they've already gone ahead with the name change preparations and are ready to make the changeover on March 1. It's kind of like what the Administration in Washington argues is the reason we have to support not only a continuation of what's going on in Iraq, but a "surge" of additional troops. We no longer have the option of staying out of Iraq, of not engaging in a preemptive war we're told. Why? Because we're already there. Similarly, knowing of the widespread membership opposition to the name change, and having known for some time of the demand for another meeting, they went ahead with purchases to effectuate the name change anyway. And now, they say, we are, for that reason, bound to support what they've done.

I am not as concerned about the legal requirements (though I'm not suggesting they should be ignored) as I am about genuine credit union democracy. I want a board that wants to know what all of its membership wants to do -- not just those who are free and inclined to attend an evening meeting that can be manipulated. I proposed that -- legal requirements regarding a "membership meeting" aside -- there be an informal poll of the membership on the name change. This could have been done by mail; if not to the entire membership, then a scientific sampling. Even cheaper (essentially free), easier and probably more effective, it could have been done online, with a Web page set up for the purpose. It still could be. I suggested this to the CEO and board members. There was zero interest in the idea. I pointed out that even though the controversy (and thus the need for a pre-October meeting poll) might not have been anticipated, once the controversy over "Optiva" arose such a poll was even more essential as a matter of public relations and a good faith gesture from the Board. Still zero interest.
I don't need, or want, to get into a "who shot John" debate about the details described above. Some may not be accurate. And I certainly don't want to cast aspersions or be judgmental about the character of those involved. That's neither constructive nor necessary to my point. I'm just describing actions. And my only point is that, taken together, even a half of these incidents paint a picture of something other that an open, transparent, welcoming, board and CEO anxious to ascertain (and follow) the will of the membership.

It may sound odd, coming from a law professor, but I find it sad, disappointing, and discouraging the extent to which the UICCU administration seems so focused on "the law." It does not seem even to grasp the concept of, let alone express a desire to encourage, genuine membership involvement. It gives the impression it thinks that so long as it does not violate the law in ways that can result in prison terms or heavy fines it is free to force its will upon the membership.

There is, of course, an element of the "Six Blind Men and an Elephant" in all of this. Some see the February 28 meeting as a time to "support your board" -- or to put down those members who would dare to challenge management. Some see it as the result of a need to follow the letter of the law regarding membership meetings.

As the forgoing makes clear, I see the meeting as an opportunity to do a "Jet Blue reorganization;" to "take it from the top." As I see it, the membership needs to deliver a message, loud and clear, to the board and administration: "We appreciate what you are doing for us financially. We do not appreciate the way you are doing it, running this credit union as if it were the branch bank of a national banking chain with corporate headquarters elsewhere -- or a bank that you personally own, and that views us as 'customers' rather than 'members and owners.' We want more respect and transparency. We are members of this credit union precisely because we don't want to be 'customers' of a 'bank.'"

That's why I think we should vote choice two at the meeting:
“I vote to reverse the membership vote of Oct. 4th, 2006, whereby the credit union’s name will remain the University of Iowa Community Credit Union. _____”
(The precise language to be voted on is available on page 2 of the online reproduction of a postcard the Web site represents was sent to all members. The credit union's site also provides a general "Name Change Information" Web page.)

That's what that vote does. It takes us back to square one. It doesn't mean we have to stick with "University of Iowa Community Credit Union" as a name if a subsequent online (or postal) poll of the membership (followed by the legal "membership meeting") decides to change it later. It doesn't even foreclose the possibility of that process adopting the name "Optiva" in the future -- though if the majority votes to at least temporarily retain the UICCU name it is unlikely a subsequent poll would support "Optiva."

That vote is just an effort at a little surgery: an attitude transplant for UICCU board and administration. It forecloses nothing. What it does do is to help reestablish in the hearts and minds of the membership, the board, and the administration, our desire to become once again the kind of membership organization envisioned by those who started the credit union movement, President Franklin Roosevelt whose 1934 New Deal legislation enabled the UICCU's creation in 1938, and those in the Congress in 1998 who passed the Credit Union Membership Access Act.

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[Note: If you're new to this blog, and interested in the whole UI President Search story . . .

These blog entries begin with Nicholas Johnson, "UI President Search I," November 18, 2006.

Wondering where the "UI Held Hostage" came from? Click here. (As of January 25 the count has run from January 21, 2006, rather than last November.)

For any given entry, links to the prior 10 will be found in the left-most column. Going directly to will take you to the latest. Each contains links to the full text of virtually all known media stories and commentary, including mine, since the last blog entry. Together they represent what The Chronicle of Higher Education has called "one of the most comprehensive analyses of the controversy." The last time there was an entry containing the summary of prior entries' commentary (with the heading "This Blog's Focus on Regents' Presidential Search") is Nicholas Johnson, "UI President Search XIII -- Last Week," December 11, 2006.

My early proposed solution to the conflict is provided in Nicholas Johnson, "UI President Search VII: The Answer," November 26, 2006.

Searching: the fullest collection of basic documents related to the search is contained in Nicholas Johnson, "UI President Search - Dec. 21-25," December 21, 2006 (and updated thereafter), at the bottom of that blog entry under "References." A Blog Index of entries on all subjects since June 2006 is also available. And note that if you know (or can guess at) a word to search on, the "Blogger" bar near the top of your browser has a blank, followed by "SEARCH THIS BLOG," that enables you to search all entries in this Blog since June 2006.]

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Media Stories and Commentary

Editorial, "New Election is Optimal Option for Optiva," Iowa City Press-Citizen, February 20, 2007, plus text of op eds and letters to the editor that day, pro and con

Matt Nelson, "Firm Asks Credit Union to Discard 'Optiva,'" The Daily Iowan, February 21, 2007

Nicholas Johnson Blog Entries Regarding Optiva

"UICCU and 'Optiva'" in Nicholas Johnson, "UI Held Hostage Day 392 - Feb. 17," February 17, 2007

Nicholas Johnson, "UI Held Hostage Day 62 - Revisiting Optiva," January 17, 2007

Nicholas Johnson, "Seattle's Optiva," October 23, 2006

Nicholas Johnson, "Optiva," October 13, 2006


The Credit Union Membership Access Act of 1998, Sec. 2(4)

"The Credit Union Difference," on the site of the USA Federal Credit Union

National Credit Union Administration

National Association of Federal Credit Unions

State of Iowa Credit Union Division

Iowa Credit Union League



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1 comment:

Anonymous said...

What a blowhard...