Another Dog and Pony Show

SELF-DELUSION

There were several comments in response to Priority One Credit Union's May 27, 2009, Annual Meeting which was conducted at it's main branch in South Pasadena, California.

The meeting was apparently like no previous Annual Meeting and apparently, highly censored by President Charles R. Wiggington, Sr. and Board Chair, Diedra Harris-Brooks, who made certain the entire Board of Directors and entire Supervisory Committee were present along with attorney, William Adler, and two other representatives from his firm and two armed guards. Rather humorously, there were less members in attendance than there were officers and attorneys. It was a spectacle mired in intrigue that could only have been concocted by the chronic exaggerator, President Wiggington, and chronically dense, Board Chair, Diedra Harris-Brooks. The level of histrionics characterizing this year;s annual meeting is unprecedented.   

Another change at this year's meeting is that all attendees were required to sign-in at a table located in the downstairs branch entry. Standing alongside the table where credit union employees sat assisting visitors to sign-in, was an armed guard exhibiting a holstered gun. The meeting could be described as "overkill." So what is the reason for such a heavy handed presentation? It is clear, President Wiggington and Mrs. Harris-Brooks were send a clear message but to whom and why? 

Despite the fact the meeting only last 20 minutes, the President, the Board Chair and two other officers managed to skim over a lot of information, providing only the barest details. The highlights of their presentations included touching ever so slightly on the subject of improvements that will be introduced in the upcoming year, and without going into details, providing a short list of improvements they plan on introducing. 

ATTENDEE RESPONSES

We're not certain what is it that the President and Board Chair were trying to accomplish but based on the hurried presentations, we have to conclude that the goal was to finish up as quickly as possible. Here are comments posted on this blog by some attendees:

"Wiggington's face and bald head were covered with sweat. Gross!"

"I never met Diedra but what an unprofessional. When people asked questions she couldn't answer, she waived her hands at board members, asking they respond to the question. God, it was embarrassing." 

"Diedra asked the credit union's management team to come up and introduce themselves. Charles [Wiggington] stood up and introduced himself and then we waited and waited. Rodger did not come up even though he was just a few feet away standing at the reception desk. It was embarrassing. And no one knew where Manny [Gaitmaitan the CFO] was. We thought the was avoiding being at the meeting."  

"I [now] know Charles is guilty. He had lawyers, the board, the supervisors, a guard with a gun, a friend, he had an army. The guy is a pussy! No one at the office likes him and I am sure members who know him don't like either."  

"Everybody on the board and supervisor Committee is black except for one guy. Why? I know they don't represent me. How could they?" 

"They were so disorganized. Charles read from the annual report. He asked us to look at page 3 then page 2 and then back to page 3 and then back to page 2. It was awful. He tried to fool us. He said the figures were on page 3 or 2 or 4, I don't remember but he never came out and said if we are still in the negative. And then he gave us that bull that all credit unions have the same problems." 

"There was a guard with a gun!"

THE DRAMA QUEEN

So why did the President and Board Chair hire armed guards? The answer lies in statements made made by the President over a period of several weeks prior to the date of the meeting. The comments, more importantly than the hiring of an armed guard or the presence of the entire Board, Supervisory Committee and attorneys, reveal the Charles R. Wiggington, Sr. is both an alarmist and exaggerator and provide psychological insight into his fears, insecurities, and unfettered imagination.

Weeks before the meeting he easily convinced Board Chair, Diedra Harris-Brooks, and the other Directors that an invisible body of armed employees was planning on disrupting the annual meeting. The ignorant Directors were easily persuaded that what the President alleged, must in fact be true. So what evidence did the President provide that solidified his concerns? Not a thing, only because he had nothing to support his outlandish contentions. 

Here are the facts:

• No one ever told the President there was a coup being planned. 

• He concocted his story based on his fear and possibly because he, more than anyone else knows the long record of egregious acts he's committed and the abuses he alone has perpetrated against employee who he victimized.

And though his story was contrived and immensely absurd, the Board believed it at face value and never demanded evidence to support his claims. This is the same Board who rejected evidence proving Charles R. Wiggington, Sr., sexually harassed a former employee. 

The hiring of the guard, the added presence of the entire Board and Supervisory Committee and the attorney and two companions was carried out based only on the fantastic ramblings of Priority One's undisciplined President. Here are other comments posted by attendees of the annual meeting: 

"Diedra [Harris-Brooks] started the meeting. She introduced herself and then had Charles [Wiggington] talk about the finances. He looked awful. Some of the board wore suits but he stood there wearing an old yellow short sleeve shirt and some old pants that we have all seen too often. He pulled out the cheapest looking annual report the company has ever published. It was even stapled at one corner." 

"Diedra said someone was going to give the treasurer's report but its like she caught herself and changed the subject. She must think we are as stupid as Wiggington!" 

"After Wiggington finished speaking Deedra said she forgot to tell us about the question and answer session which was to follow the meeting. She told us we could only ask questions that had to do with what the meeting is about. That made a lot of us feel we couldn't ask questions like why is Charles still president or why did they allow him to take a members car or why are we in the negative. She controlled the meeting."  

"Why were the attorneys really there. She said they were there to answer questions but don't Diedra or anyone on the board or supervisory committee able to answer questions."

"Rodger was hiding from Charles earlier in the day. I heard him say Charles was tiring him out. Isn't that his friend?" 

"Charles wore the same old short-sleeved shirt. All he was missing was the pen holder. He wore some beige pants but no coat. Some of the board members actually wore coats."   

"They passed out the annual report. It is horrible. It was a few pages stapled at the corner. What is happening to the credit union?" 

"Diedra and Charles are connected at the woo woo. Forget Charles, how do we get her out!" 

"In the afternoon these people dressed in suits all showed up. Charles, who was not smiling, led them to the board room where they met with the board of directors and supervisory committee. The door closed and they stayed there about an hour."

The comments suggest that the President and Board Chair chose to create drama versus conducting a well-executed business meeting. The comments reveal that the two officers chose to control every aspect of the meeting and inarguably, did not want to listen to questions that could pose an inconvenience to their respective agendas. Were they afraid that someone might ask why the President hasn't been fired following the decline of millions of dollars in net income or why they opted to circumvent evidence proving he sexually harassed a former employee and decided he was worth retaining as President and CEO of a declining credit union? 

It's also interesting that attendees were distracted by the President's inappropriate attire. President Wiggington is not your traditional CEO. Since being appointed President, he usually wears short sleeved shirts, often without a tie. He does have suits though many worn and he often doesn't wear the coat. He is definitely not trying to project a professional appearance and clearly, he's not preoccupied with impressing anyone. Then again, for those who have met, seen, or know him, is there anything about him that suggests he possesses business acumen?  

Other officers attending the meeting included Senior Vice President, Rodger Smock, who was ordered to stand by the reception desk and guard stacks of neatly piled documents and copies of the 2008 Annual Report. Based on one attendees comments, the Vice President had spent a part of the day avoiding the President. 

IMPRESSIONS

There was an apparently nervous Board Chair who was apparently in a hurry to start and finish the proceedings. The President who was inappropriately dressed and who disclosed little of any importance. And then there's the presence of an armed guard.  The impression made by this year's proceedings was a meeting that the Board Chair possibly wished had never taken place. The President was so disinterested that he chose not to dress for the occasion. The armed guards are the finishing touch. Nothing says, "This is your credit union. Welcome!" as do armed guards. 

Maybe a better choice would have been that Mrs. Harris-Brooks choose to be forthright. She could have explained why she and the Board chose to defend the many egregious and illegal acts perpetrated by the President, including why Mrs. Harris-Brooks chose to lead a contingent of four officers to vote for President Wiggington's reinstatement. 

PLANS FOR 2009

The President spoke ever so briefly about the credit union's current financial state and stated that he is currently focusing his attention on "trying to save money" and that he is busily "streamlining" and finding ways to "work smarter." We don't believe he knows how to streamline spending and we certainly know he doesn't work and knows anything about working smarter. The evidence is found in more than 2 years of failed decisions, a drastic decline of Net Income, declining sales, and increasing overhead. 

He also said, "This is going to be confusing but open the report [Annual Report] and go to page 3." Why would the information contained in the report be confusing? 

The financials published on page 3 are shown below:

STATEMENT OF FINANCIAL CONDITION

ASSETS

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

CASH AND EQUIVALENTS

Unaudited for 3/31/09

$6,699,046 

Unaudited for 3/31/08

$6,946.235 

INVESTMENTS

Unaudited for 3/31/09

$55,000,544 

Unaudited for 3/31/08

$47,434.112 

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

LOANS TO MEMBERS

(Net of the allowance for loan losses)

Unaudited for 3/31/09

$113,031,452 

Audited for 3/31/08

$103,220,080 

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

ACCRUED INCOME RECEIVABLE

Unaudited as of 3/31/09

$918,000 

Audited as of 3/31/08

$853,26 

Property and Equipment

Unaudited as of 3/31/09

$3,402.945 

Audited as of 3/31/08

$3,285.557 

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

FEDERAL SHARE INSURANCE FUND DEPOSIT

Federal Share Insurance Fund Deposit

 Unaudited as of 3/31/09

$398,202

Audited as of 3/31/08

$ 1,421,796

TOTAL ASSETS

$180,108.351 as of 3/31/09

$166,570,751 as of 3/31/08

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

LIABILITIES AND EQUITY

LIABILITIES

Members Shares

$146,443.482 as of 3/31/09

$143,877,378 as of 3/31/08

Borrowed Funds

$20,000,000 as of 3/31/09

$5,000,000 as of 3/31/08

Accrued expenses & other liabilities

$427,297 as of 3/31/09

$363,956 as of 3/31/08

Total Liabilities

$166,870,779 as of 3/31/09

$149,241.334 as of 3/31/08

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

MEMBERS' EQUITIES

Regular Reserve

$5,128,606 as of 3/31/09

$5,128,606 as of 3/31/08

Undivided Earnings

$8,108,965 as of 3/31/09

$12,200,811 as of 3/31/08

Total Members' Equity

$13,237.571 as of 3/31/09

$17,329.417 as of 3/31/08

Total Liabilities and Members' Equities

$180,108,351 as of 3/31/09

$166,570,751 as of 3/31/08

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

INTEREST INCOME

I

Interest on Loans to members

$7,013.262 as of 3/31/09

$7,058.298 as of 3/31/08

Interest on investment and cash equivalents

$519,223 as of 3/31/09

$2,531.093 as of 3/31/08

Total Interest Income

$7,532,485 as of 3/31/09

$9,589,391 as of 3/31/08

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

INTEREST EXPENSE

Dividends on members' shares

$1,854,519 as of 3/31/09

$2,570,540 as of 3/31/08

Interest expense on borrowed funds

$583,448 as of 3/31/09

$174,834 as of 3/31/08

Net Interest Income

$5,094.518 as of 3/31/09

$6,844,017 as of 3/31/08

Provision for Loan Losses

$1,724,915 as of 3/31/09

$494,360 as of 3/31/08

Net Interest Income After Provision for loan losses

$3,369,603 as of 3/31/09

$6,349,657 as of 3/31/08

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

NON-INTEREST INCOME

Fees and Charges

$2,621,624 as of 3/31/09

$2,517,539 as of 3/31/08

Other

$172,431 as of 3/31/09

$167,063 as of 3/31/08

Total Non-Interest Income

$2,794,055 as of 3/31/09

$2,684,602 as of 3/31/08

TOTAL

$6,163,658 as of 3/31/09

$9,034,259 as of 3/31/08

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

General and Administrative Expenses

Salaries and benefits

$4,517,329 as of 3/31/09

$4,413,307 as of 3/31/08

Office operations

$2,384,927 as of 3/31/09

$3,054,124 as of 3/31/08

Office Occupancy

$597,564 as of 3/31/09

$569,002 as of 3/31/08

Other

$2,755,685 as of 3/31/09

$599,468 as of 3/31/08

NET INCOME

3/31/09

-

 (Unaudited) as of 3/31/09

$4,091,846

(Audited) as of 3/31/08 

$398,358 

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

Instead of taking the opportunity to try and regain trust, the Board and Supervisory Committee chose to conduct a hasty meeting and issued a stipulation prior and during the meeting that no questions would be answered about topics not in the agenda compiled by the President and Mrs. Harris-Brooks. No doubt the two appointed officers conducted themselves more like dictators than members of a cooperative. 

DECEPTION

Attendees informed us that Mrs. Harris-Brooks announced "we will next give you the Treasurer's Report" but stopped suddenly, stuttered and looked around the room in confusion. Her voice shaking, she introduced Supervisory Committee Chair,  Cornelia Simmons. .

At the end of the meeting, she pointed to the reception desk where Rodger Smock stood, guarding neatly placed documents. She invited attendees to obtain copies of the Monthly Income Statements that Charles R. Wiggington, Sr. had refused to post in defiance to state law but when attendees got to the reception desk, there were no Monthly Income Statements. Mrs., Harris-Brooks lied.

IS SHE DAFT?

Each year, Mrs. Simmons reads the same old stale report which always ends with the statement that all is well according to the Supervisory Committee. This year she departed, exerting tremendous effort to convince attendees that the Supervisory Committee cares about the concerns of member-owners.  

The 2008 Annual Report, which was distributed to guests when they first entered the branch contains Ms. Simmons report describing the Supervisory Committee's annually issued assessment about Priority One 's performance.  Her report states: 

The Supervisory Committee is pleased to announce that the Credit Union's financial condition and results of operations have been properly disclosed. Our review of recent regulatory and external audits confirms that management is in compliance and has taken measures to ensure effective operational procedures in this economic environment.

She certainly never explains why the credit union is losing millions of dollars in net income. She fails to explain why she ignored evidence in 2008, that proved Charles R. Wiggington, Sr. sexually harassed a former employee. She makes no reference to the fact that since March 2009, President Wiggington has refused to post the credit union's Monthly Income Statements despite he is required to do so under state law. We think Ms. Simmons is not being forthright at all and no amount of diversion is going to deter attention from President Wiggington's amassing failures. 

Mrs. Simmons also described the credit union's performance as "sound." We'd like to know what annual report she was reading because according to the credit union's 2008 financial reports Priority One lost $4,091,846! We'd like Ms. Simmons to explain how a loss of over $4 million can be construed as sound. 

HE SPEAKS 

We were surprised to learn that the usually verbose President, seemed unusually nervous and according to attendees, he sweated profusely causing his short-sleeved shirt to become stained. 

He began by stating that ALL credit unions are losing money due to the national economy. Of course, he failed to provide a single example of another credit union losing money due to the national economy. Though we agree, the national economy has caused challenges, some credit union's are actually led by Presidents who have found ways of reinventing their business models and have actually grown and prospered, but why quibble with facts when at best, Charles R. Wiggington, Sr.'s statements are borne out of his vivid imagination. 

The President pointed out that Priority One's Net Income exceeds $180,000,000 but what he failed to state is that $20 million of that amount represents the loan borrowed in mid-2008. Subsequently, the credit union's real Net Income is actually $160 million. That's a loss of more than $12 million since January 1, 2007, the date he began his appointment as President. 

The day after the annual meeting, the President mocked attendees while speaking to Mrs. Harris-Brooks, exclaiming, "You told them to ask questions and they didn't!" Mr. Wiggington may have struck his head on his way to work because what Diedra Harris-Brooks said during the annual meeting was that only questions could be asked if the topic of the question was referenced in the Board Chair's agenda. Any questions pertaining to topics not on her agenda, would not be answered. 

ROBBING FROM THE POOR TO GIVE TO THE GREEDY

The President recently confided to some staff members at the South Pasadena branch that he is planning to hire a COO who will take-over those responsibilities he is too busy to attend to. And though no announcement has officially been made, we've learned the new unnamed COO will start working at South Pasadena on Monday, June 1st and will occupy an office where the former Training Room was located.  

We have to assume the COO will be paid an executive's salary, possibly in the range of $75,000 to $95,000 per year. During the annual meeting, the President stated he is reducing spending, "streamling", and "working smarter. Is hiring another officer who will be paid an executive's salary an example of streamling? Clearly, the President is spending excess money in installing yet another officer while depriving employees. For examples, employees have been subject to a wage freeze that was implemented months ago. The credit union can no longer afford perks like food for employees on Payday Fridays nor can it afford the annual holiday party. What's more, he recently reduced the amount of gasoline reimbursement from .58.5 cents per mile to .55 cents per mile. 

We think President Wiggington views taking from employees and applying it to executives as an example of "working smarter." No, its working dishonestly and its counter-productive. The President and the Board Chair are now relishing a false victory, believing by suppressing attendees from asking questions that they've come out unscathed. To the contrary, their conduct during the annual meeting revealed that these two sluggards have much to hide and that they will do anything to avoid accountability for their disastrous decisions. The annual meeting may not have been disrupted by the President's imagined gun-wielding rebels but he clearly shot himself in his metaphorical foot. If deception was their plan, it failed because their plot found its way to this blog. Better luck next year, Senor Wiggington. 

More about the annual meeting in our next post.

Breaking the Law: The President's Favorite Pastime

DEFYING THE LAW

Tomorrow is the day that Priority One Credit Union conducts its long awaited, Annual Meeting during which the President and officers from the Board and Supervisory Committee will provide information about the credit union's performance in 2008 and describe forthcoming plans for the year of 2009.   

President Charles R. Wiggington, Sr. will as he's done since 2007, meet with Board Chair, Diedra Harris-Brooks, during which they'll review what they'll talk about and make certain to that nothing is mentioned that they don't want attendees to hear. Most importantly, is to create the impression that things are just find and under control and moving forward as planned. They know exactly what they want to discuss and the notice mailed to members just a few weeks earlier make it very clear that nothing will be discussed that is not contained in the meeting's agenda. 

A reader of this blog recently forwarded a copy of a letter received from the California Department of Financial Institutions ("DFI") in response to a complaint filed against the President Wiggington's refusal to post the credit union's Monthly Income Statements as mandated under state law. 

The President's refusal is a reaction to this blog. As we've stated in past posts, he's man ruled by emotions- unstable emotions. Last February, he said he would no longer post the credit union's Monthly Income Statement because he was going to personally bring a stop to the source of some of our information. Rarely, have we ever witnessed this level of drive in Mr. Wiggington. It would have been impressive had it not been illegal. 

Publication of the credit union's actuarials has put a serious crimp in the President's stories of a credit union that is thriving and growing though its own financial statements reveal a Priority One is a credit union in decline. 

As we approach the end of May, the President continues to defy state law and is now refusing to post April's Monthly Income Statement. Of course, his violation of state law is being enabled by the equally corrupt, Diedra Harris-Brooks. 

Here is an excerpt of the DFI's response to the complaint: 

According to the California Code of Regulations, Title 10, Chapter 1, Section 30.701(c):

"The credit union shall post copies of its statement of financial condition and statement of income in a conspicuous place in each office of the credit union or at a place convenient to the members as designated by the board of directors, where they shall remain posted until replaced by the financial statements of the next succeeding month. In lieu of posting copies of such financial statements, a credit union may post a notice in a conspicuous place in each office of the credit union stating that copies of the financial statements are available upon request, and the credit union shall make copies of the financial statements available to members upon request."

If this is not the case at Priority One, please provide your mailing address to file a complaint formally.

Thank you,

Consumer Services Office

California Department of Financial Institutions

www.dfi.ca.gov

1-800-322-0622

Our reader has now filed a another complaint regarding the President's continuing refusal to adhere to state law. This by the way, isn't the only complaint recently filed with the DFI against Priority One Credit Union. 

Priority One has a new public reputation and one that is detrimental to its relationship to the communities it services.  It seems the President and his patron, Board Chair, Diedra Harris-Brooks, have resigned themselves to ruin Priority One as a business and employer and have no concern about how the ruination of its reputation may potentially undermine the Credit Union's efforts to acquire new business. They may consider changing their tagline from "You are Our First Priority" to "Rules are Made to be Broken." 

it's Only Good on Paper

NO INTEGRITY

With Priority One Credit Union's annual election scheduled to take place in 6 days, we thought we'd report on three topics: the credit union procedures used to nominate candidate to run for a seat on the Board of Directors or the Supervisory Committee, the credit union's $600,000 telephone system solely selected by President Wiggington and the credit union's bylaws, last revised on November 26, 2008. 

Nominating Candidates

As we reported in several previous posts, late last year and earlier this year, President Charles R. Wiggington, Sr. and Board Chair, Diedra Harris-Brooks, disrupted the credit union's electoral process for the purpose of trying to preserve in tact, the current Board who are all subservient to Mrs. Harris-Brooks and who the President needs to remain in place so that he continue carrying out his personal and often illegal, agendas. 

The two tried to limit mailing of the the state-mandated which both informs them of the upcoming election and which invites them to nominate themselves to run for an available seat on the Board or Supervisory Committee. The two, placed the announcement in Priority One's quarterly newsletter which is only mailed to members who have a checking account while excluding the large sector of members who only have savings account. Though illegal, it might have actually been a clever plan had the President not boasted about their conspiracy. The notice provides the following information for those members who may wish to to nominate themselves to run for a seat on the Board or Supervisory Committee: 

Any member in good standing, who is not an employee of the credit union, may submit their request to be a candidate in the forthcoming election by mailing their request to:

Nominating Committee

P.O. Box 512195

Los Angeles, CA 90051-0195

The P.O. Box address forwards all correspondence, which in this case is nominations, to the main branch in South Pasadena, California. It may not be evident, but mailing nominations to this address is a conflict of interest and wholly inappropriate. Its a well known fact by many employees of the South Pasadena branch, that President Wiggington intercepts mail sent to the P.O. Box designation. He has been known to intercept member complaints sent to the address and to the attention of the Board and Supervisory Committee, so that these are never received by the Board. 

For members who wish to nominate themselves, we suggest mailing your nomination to the following address and send it preferably by certified delivery to ensure your correspondence arrives at its destination. 

c/o Nominating Committee

Priority One Credit Union

1631 Huntington Dr.

South Pasadena, CA 91030

The $600,000 Phone System

Yesterday, after 5 p.m., we called Priority One's Pasadena branch for the purpose of testing out the options offered to callers reaching the credit union after business hours. 

A recorded stated it was after 5 p.m. and invited callers to call back when the office is open or provides the following options: 

• Press 1* for Priority One Connect, the credit union's 24-hour account access by phone or press 2 to apply for a new loan; or
• Press 3 to report a problem with a card; or
• Press 4 to obtain branch locations; and 
• Press 9 for instructions in Spanish

Employees have reported that the voice on Priority Connect is that of former AVP, Liz Campos, who was terminated in April 2007, because it was discovered she was kiting- a federal offense.

We decided to test numbers not referenced in the recorded. To our surprise, pressing #5 asks callers to leave a message on the credit union's general voicemail box or invites callers t use the credit union's directory to search for employee names. .If wishing to use the employee directory, press #4. We spelled out W-i-g-g-i-n-g-t-o-n and were provided extension 1001 for Charles Wiggington. It seems the President doesn't want the employee directory to be found easily. 

The Bylaws
Last amended: 11/26/2008

Bylaws, which are the laws governing the internal affairs of an organization, are typically rarely read by members though members can request to obtain copies of these. Bylaws provide the rules governing the roles and limitations of Directors and Supervisors and their limitations. If member-owners are displeased with the credit union's performance, they possess the ability to affect the organization's directions. The following are a few excerpts obtained from Priority One's bylaws.

C/O Charles R. Wiggington, Sr.

President

Priority One Credit Union

1631 Huntington Dr.

South Pasadena, CA 91030

Section 608. GENERAL POWER AND DUTY

The Board of Directors shall have the duty of general management of the affairs, funds and records of this credit union and shall possess all express or implied powers and duties conferred or imposed upon...under applicable law and regulations or elsewhere in these bylaws... 

(d) the board's ability to determine interest paid on certificates funds; interest charged for loans, and any service charges as allowed under the law or as described in the bylaws.

(e) concerns authorization to pay dividends on shares and the payment of interest refunds. 

(g) This concerns the adoption of amendments to the bylaws. 

(l) To borrow money in the name of the credit union

(m) To perform any other duties as prescribed under the the bylaws or any amendment of the bylaws.

In 2008 and under authorization of Board Chairperson, Mrs. Harris-Brooks, the credit union allowed President Wiggington to borrow $20 million from the credit union's line-of-credit. The reason why the money was borrowed was to increase the amount of Net Income because in less than a two year period and under President Wiggington, Net Income had decreased by more than $6 million. The President and the Board were alarmed by the drastic decline during such a short period and quickly blamed the national economy for the decline. In an effort to regain member confidence, they took the $20 million loan without of course, informing the membership and by applying it towards Net Income, increased Net Income from approximately $166 million to more than $180 million. Over the approximately next 30 months, the credit union would pay interest only payments approximating $30,000 to $32.000 against the loan. 

Under Section 610, Special Powers, Directors shall:

(c) Call special meeting of the members

At no time, has the Board under direction of its Chair, Diedra Harris-Brooks, ever called a special meeting even when Net Income began declining or when President Wiggington was accused of sexual harassment or to present the investigator's findings. It should have been the membership and not Mrs. Harris-Brooks and her posy who decided whether or not Charles R. Wiggington, Sr. should be terminated. 

(e) To develop procedures for and to direct the contact of writing ballots and to submit by written ballot mailed to all members....

(f) To schedule a date for the members to vote....

Mrs. Harris-Brooks may have become disoriented and failed to comprehend that that developing "procedures for and to direct the contact of writing ballots" including interfering with the electoral process and deciding what sector of members would and would not receive notices of upcoming elections or who would or would not be invited to submit a nomination to vie for a seat on the Board of Directors and/or Supervisory Committee. 

The Board Chair's Duties

 

The chairperson shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.

Section 1505. RECORDS OPEN TO INSPECTION, Page 30

(a) All books of account and other records of this credit union shall be available to the directors, members, credit and supervisory committee members of this credit union, and to duly authorized representatives of the government of the State of California or the United States on need to know basis and in conformity with applicable law and /or regulation.

(b) Members are entitled to request access to the membership list in conformity with applicable laws and/or regulations. Further, the credit union shall prepare, and every member shall receive, upon request, a copy of the credit union's current statement of financial condition.

The President refusal to at times post Monthly Income Statements and his directive ordering that he be provided the names of members requesting Monthly Income Statements and Bylaws and the REASONS why they want to see these is out-of-compliance with what the bylaws state and undermines the fact that members are also owners of the credit union and thus have a right to review financial information and the rules governing the credit union's two governing bodies. 

Section 1700. ARTICLES OF INCORPORATION, Page 31

Amendments to the Articles of Incorporation of this credit union may be adopted by the affirmative vote or written consent of the members, except as otherwise provided by the California Credit Union Law.

Section 1701, BYLAWS, Page 31

Subject to the right of the members to amend these bylaws, amendments to said bylaws, other than an amendment changing the authorized number of directors, or relating to membership voting by mail, may be adopted by the affirmative vote of a majority of the Board of Directors at any duly held meeting thereof. An amendment changing the authorized number of directors may be adopted by the written vote of the members provided, notice of the meeting has been given in accordance with the provisions of Section 401 of these bylaws and provided such notice has contained a copy of the proposed amendment. An amendment relating to membership voting by mail shall be submitted to all members for their written vote which shall be certified by the president and secretary as to the manner by which it was submitted and the result of the voting. Proxy voting shall not be permitted in regard to any amendment submitted to the members of their written vote.

Section 1701, above, further affirms that members have a right to amend the credit union's bylaws but under Mrs. Harris-Brooks, and President Wiggington, immense effort has been made to keep members from obtaining access to these. In fact, President Wiggington has often refused to issue copies of documents to members. And though members are entitled to request that copies of certain documents be provided to them, the President has issued directives to all officers that he must be first provided why members wish to review these. Dependant upon the reasons provided, the President will approve or deny their issuance though to date, few Monthly Income Statements have been provided to members requesting to view these and no bylaws have ever been approved for issuance by the President. 

Under Chairperson, Diedra Harris-Brooks, the Board of Directors has failed to direct Priority One's direction which should have secured its sound financial standing. Not only has she failed as the Board's leader, the Directors have proven they lack the knowledge and education to understand financials. 

Furthermore, Mrs. Harris-Brooks has abused her authority, manipulated directives and defied the very rules she is required to abide to. Clearly, she has exceeded her authority.

In 2007, Mrs. Harris-Brooks showed her defiance to the bylaws and federal law, chastised then Board Director, Dave Davidson, for delivering an anonymous letter mailed to his home which accused then AVP, Liz Campos, of having incurred more than 24 individual NSF incidents during the months of September 2006 and January 2007. An investigation uncovered that Mrs. Campos had been kiting which is a violation of federal law. Mrs. Harris-Brooks demanded that if in the future, Mr. Davidson become the recipient of information that implicates any officer of violating federal law, that the accusations must be submitted to the Board who will conduct its own investigation. The problem with Mrs. Harris-Brooks' statement is that neither she or any other Director is qualified to investigate federal crimes. What's more, in the case of Mrs. Campos, the AVP should have been arrested, booked and tried. She wasn't because President Wiggington and Mrs. Harris-Brooks decided that the AVP should not face punishment. There decision proved to be a double-standard because historically, the credit union enforces policy for some employees and not for others. 

Furthermore, Mrs. Harris-Brooks is the same Chairperson who in 2008, received evidence proving Charles R. Wiggington, Sr. sexually harassed a former employee and leading 2 Directors and the Supervisory Committee's Chairperson, squashed the evidence and voted for President Wiggington's reinstatement.  

Directors and Supervisors can be removed. According to Section 1501, Removal from Office, Page 29, the bylaws state:

Notwithstanding any other provisions in these bylaws any director, supervisory committee member or Board officer of this credit union may be removed from office by the affirmative vote of two-thirds of the members present at a special meeting called for the purpose, but only after an opportunity has been given them to be heard.

CONCLUSION

Since January 2007, President Wiggington has successfully violated credit union policies, bylaws, and state and federal laws, all with the help of the Board and more specifically, it's Chair, Diedra Harris-Brooks. The two have made mockery of the structure that is designed to maintain order and protect the credit union, members and employees. 


The duo- the President and Board Chair, have disregarded all ethics to ensure their personal agendas are realized. Evidently, their agendas have nothing to do with the betterment of the credit union as business remains in decline, not as a result of the national economy but the inability of the President to develop strategies that realize their purpose. And Mrs. Harris-Brooks seems more preoccupied with her title of Chairperson than fulfilling the duties assigned to her position. 

The evidence of the President and Board's failures are attested to by the credit union's well-documented performance recorded in the Monthly Income Statements that the President and Board Chair have guarded with gusto and in the credit union's quarterly Financial Performance Reports submitted to the NCUA. Despite having borrowed $20 million in mid-2008, the credit union ended the year -$690,652 in the negative. 

So where will the two egocentric, self-indulgent officers next take the credit union? We think everyone should put their seat belts on and get ready to take a wild ride that's going to take the credit union, it's members and it's employees to new, unimagined lows. 

Backtracking

HUMAN BEHAVIOR 

In our May 2, 2009 post, we reported about Priority One Credit Union's President, Charles R. Wiggington, Sr., and the Boar Chair's, Diedra Harris-Brooks, recent reactions to the disclosure of acts and statements the two made publicly but never imagined would find its way to the Internet. 

In response, the two have increased security at the South Pasadena branch though none of their efforts have addressed the fact that much of the information we publish is based obtained from the President's frequent disclosures of confidential information, usually made to non-management staff. Evidently, the President and Board Chair have a problem with evaluating their respective behaviors and as is often the case at Priority One, always seeks scapegoats that fall victim to their inquisitions.

The two have been duplicitous in their zeal to ensure their control over all aspects of the credit union remains unchallenged. Of course, it is their often illegal tactics that have most often driven their acts into the forefront and on to the Internet.

In 2008, Mrs. Harris-Brooks called SOME of the Board's Director to South Pasadena and one Supervisor, to listen to evidence gathered by an investigator hired to obtain evidence that President Wiggington sexually harassed a former employee. Her invitation excluded Directors, Joe Marchica and Janice Irving. An employee of the credit union called Mrs. Irving and informed her of the meetng which she had purposely not been invited to by Mrs. Harris-Brooks. Mrs. Irving arrived with Mr. Marchica and after reviewing the evidence and listening to the investigator's recommendation that Charles R. Wiggington, Sr. be terminated, voted for the President's ouster. However, Mrs. Harris-Brooks along with Directors, O. Glen Saffold and Thomas Gathers and Supervisory Committee Chair, Cornelia Simmons invalidated the gravity of the accusations, dismissed the investigator's recommendation, and suppressed the evidence, voting instead for the President's reinstatement.

In December 2008, the two attempted to control the elections planned for 2009, but their plot dissolved quickly after being exposed. They literally backtracked after we contacted the DFI and spoke to an auditor who confirmed that credit union is required by law to post notice of upcoming elections in branch lobbies. What's more, the credit union is mandated by law to send notices apprising members of the impending election and extend an invitation for interested members to nominate themselves to run for any available seats on the Board of Supervisory Committee.

Priority One was intentionally and clearly out of compliance. Furthermore, the two made sure the notice and invitation was only contained in the credit union's Winter newsletter which is only mailed to members who have a checking account and thus excluding the significantly larger sector of members who only have a savings account.

The Annual Meeting

The Notice of the Meeting is Amended

In April, the following notice was sent to Members

A meeting was convened at South Pasadena and attended by Directors and Supervisors. 

Annual Meeting Notice Wednesday May 27, 2009

The annual meeting of Priority One Credit Union will be held Wednesday, May 27th, 2009 at 6:00 PM. The meeting will be held at South Pasadena Headquarters 1631 Huntington Drive South PasadenaCA 91030. 

At the meeting, the CEO will report on the status of the Credit Union. 

In addition, the results of our election will be announced at the Annual Meeting. In accordance with the Credit Union’s bylaws, notice was given to the membership that Nominations by Petition were sought for one (1) vacancy on the Board of Directors, and two (2) vacancies on the Supervisory Committee. Nominations for these vacancies closed at midnight on February 28, 2009, and no nominations by petitions were received. Thus, in accordance with the bylaws, the nominees selected by the Nominating Committee for each of the positions will be deemed elected. 

Except as provided above, no other new business will be conducted at the Annual Meeting. Priority One Credit Union 

Over the weekend, a member forwarded a copy of a letter mailed to their residence. The letter, titled “A Message to Members regarding the Annual Meeting”, is an amended notice announcing the upcoming Annual Meeting. We've learned that the newest notice was sent in response to our expose', Having been discovered, the President, the Board and the Supervisory Committee hurriedly tried to retrack those acts intended to manipulate the electoral process. Here is the amended letter issued by the Board and Supervisory Committee:

Priority One Credit Union 

Message to Members regarding the Annual Meeting 

All members are invited to attend the Annual Meeting of Priority One Credit Union. 

When: Wednesday, May 27, 2009 at 6:00 p.m. 

Where: Priority One Credit Union 

South Pasadena Headquarters 

1631 Huntington Drove 

South Pasadena, CA 91030 

At the Annual Meeting, the Board of Directors, Supervisory Committee and President/CEO will jointly report on the status of the Credit Union. As discussed further below, no unscheduled business will be conducted during the Annual Meeting. However, immediately following the adjournment of the scheduled business of the Annual Meeting, there will be a Question and Answer session for members. 

As you know, the announcement of election results is generally held during the Annual Meeting. Recently, the Board of Directors and Supervisory Committee have become aware of concerns as to the distribution of the notice of vacancies to members. To this end, the Board of Directors and Supervisory Committee have considered that there may be members who were interested in being nominated to run for either: (a)the one(1) position on the Board of Directors, or (b) one of the two (2) positions on the Supervisory Committee. Each of these positions are for three (3) year terms. Consequently, in the interest of fairness for all, the Board of Directors and Supervisory Committee have determined it is appropriate to re-open the nomination and election process. 

Accordingly, any member in good standing who is interested in seeking nominations for the above available positions on the Board of Directors or Supervisory Committee should request a nomination application from the Nominating Committee in writing to the following address: 

Nominating Committee 

P.O. Box 512195 

Los Angeles, CA 90051-0195 

All completed nomination applications must be submitted to the Nominating Committee at the above address no later than midnight June 8, 2009.

The Nominating Committee will consider up to three (3) members for each open position. Those not selected by the Nominating Committee will be allowed the opportunity to seek nomination process is complete, an election notice will be mailed to all voting members with the names of those persons nominated. Subject to there being more nominees than open positions, a written ballot will be provide to all voting members. If, on the other hand, there are no more nominations than open positions, then those nominated shall be deemed elected in accordance with the Bylaws.

The information is excessive but should be interpreted as a desperate effort by the Board's and Supervisory Committee's to rectify a wrong committed by Mrs. Harris-Brooks and her accomplice, Charles R. Wiggington, Sr.

Last week, President Wiggington revealed that he recently swore to the Board of Directors that he would flush out the blogger and bloggers and that he would make sure all employees stopped gossiping. Interesting that the most verbose person in the entire credit union and the biggest violator of confidentiality would accuse others of gossiping and promising to drive those employees into the open. Its epitome of hypocrisy but then again, its just Charles R. Wiggington, Sr. being Charles R. Wiggington, Sr.

• The President has compiled an impressive and equally, embarrassing history of abuses. In 1999, he took possession of a member's automobile and transferred ownership to himself without paying for the vehicle. He defrauded the credit union and ruined a member's credit. 

• In 2002, his friend and automobile broker, Henry Justice of Justice Auto Sales, absconded with more than $60,000 of credit union funds paid to him for 4 automobiles purchased by members from his dealership. In 2009,  the President tried to resurrect a business relationship with Mr. Justice and might have succeeded had we not exposed it on this blog. 

• In 2007, he harassed and abused the Director of Marketing and finally laid her off.

• In 2006, he promoted Liz Campos to the post of AVP despite that she incurred more than 24 individual NSF incidents to her checking account, during the months of September 2006 and January 2007. An investigation later proved she had been kiting- a federal offense and she was afterwards terminated. The incensed President, swore he would find and terminate the person(s) who exposed Mr. Campos, ignoring the one overshadowing fact she violated federal law. 

President Wiggington has proven he is lethal to business and employees. He has single-handedly pushed Priority One Credit Union into a state of regression and is unraveling all that was accomplished through the hard work of his predecessors and their staffs. Don't expect things to improve as long as he remains President and Diedra Harris-Brooks and her posy of clowns continue sanctioning the President's disastrous campaigns.