Transcript of Mandamus Hearing
Lee Forgue
I was at the hearing; the transcript seems to be accurate if you remember
that the recorder was writing what she heard, so some words don't quite
work!
Permission to repost is granted.
--- eilis o'boirne
********************************************************
NOTES: There are some words misspelled, these appear as they exist in the
transcript.
Page 2, line 20-22
Judge did not actually use athe first negative.
Page 15, line 28 :
"intimidate the directors on on the sea board."
"intimidate the directors on the SCA board."
Page 12, line 11:
"didn't hear him addres ..."
"didn't hear him address ..."
The transcript was scanned and optically character recognized (OCR). This may have produced additional errors. This text file was produced as accurately as possible.
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF SANTA CLARA
HEARD BEFORE COMMISSIONER JESSICA FRISCHLING, JUDGE
DEPARTMENT 8-B
--000--
MONICA CELLIO, WENDY L. ROEDER, )
DR. GREGORY ROSE, ET. AL., )
) N0. 739306
PLAINTIFFS, )
VS . )
THE SOCIETY FOR CREATIVE )
ANACHRONISM, INC., ET. AL., )
DEFENDANTS. )
-------------------------------------)
--OOO--
REPORTER'S TRANSCRIPT OF PROCEEDINGS
HELD ON MAY 5, 1994
--000--
APPEARANCES:
FOR THE PLAINTIFF: ERNEST H. GOLDSMITH, ESQUIRE
FOR THE DEFENDANT: JAMES G. SEELEY, ESQUIRE
COURT REPORTER: LILY A. SHINN, CSR #7610
LILY A. SHINN, CSR #7610
PAGE 1
SAN JOSE, CALIFORNIA MAY 5, 1994
PROCEEDINGS:
(WHEREUPON, COURT CONVENED AND THE FOLLOWING
PROCEEDINGS WERE HAD
THE COURT: LINE ITEM 21, CELLIO VERSUS
SOCIETY FOR CREATIVE ANACHRONISM.
MR. GOLDSMITH: GOOD MORNING, YOUR HONOR.
ERNEST GOLDSMITH REPRESENTING PETITIONERS IN THIS
MATTER.
MR. SEELEY: JAMES SEELEY FOR THE
RESPONDENTS.
THE COURT: ALL RIGHT. DID YOU REVIEW THE
TENTATIVE RULING?
MR. GOLDSMITH: I DID NOT SEE THE
TENTATIVE.
THE COURT: THE TENTATIVE RULING WAS
OUTSIDE. IT WAS POSTED. THE TENTATIVE RULING IS TO
GRANT THE PETITIONER AS TO THE BOOKS OF ACCOUNT SLASH
BOOKS OF ORIGINAL ENTRY INTO THE LIST OF NAMES AND
ADDRESSES OF MEMBERS DESCRIBED IN BY LAW SECTION 5.
MR. GOLDSMITH: THANK YOU, YOUR HONOR.
THE COURT: IS THERE ANY FURTHER ARGUMENT
ANYONE HAS THAT IS NOT IN THE PAPERS?
MR. GOLDSMITH: OBVIOUSLY, WE ACCEPT THE
TENTATIVE RULING.
THE COURT: ALL RIGHT.
MR. SEELEY: YES, YOUR HONOR. I'D LIKE TO
COMMENT ON --
PAGE 2
THE COURT: YOU UNDERSTAND IT IS NOT AS
BROAD AS WHAT YOU ORIGINALLY ASKED FOR.
MR. GOLDSMITH: I UNDERSTAND, YOUR HONOR.
THE ONLY OTHER ISSUE I WOULD RAISE IS TO ASK THE COURT
FOR ATTORNEYS FEES.
THE COURT: WELL, WE'LL TAKE THAT UP LATER
IN A MOMENT WHEN MR. SEELEY -- I WANT TO HEAR FROM MR.
SEELEY.
MR. SEELEY: REFERRING TO THE PETITIONER'S
REPLY MEMORANDUM, I JUST WANTED TO MAKE SOME COMMENTS.
THE COURT: YES, SIR.
MR. SEELEY: IN THE FIRST INSTANCE OVER ON
PAGE 2, IT IS QUITE CLEAR THAT THERE WAS THIS REQUEST
FOR THESE RECORDS THAT ARE AT ISSUE. IT WAS PENDING.
RATHER THAN WAIT FOR THE OUTCOME OF THAT REQUEST, THEY
FILED A LAWSUIT. THIS WHOLE THING IS A PATTERN. IT'S
KIND OF LIKE A CORPORATE TAKEOVER. THESE PEOPLE HAVE NO
RIGHT IN GOVERNING US THEIR CONTRIBUTING MEMBERS.
THE COURT: LET ME CLAR-- I SHOULD CLARIFY.
I'M NOT MAKING MY FINDINGS FOR MY RULINGS UNDER THE
ARTICLE 10 BYLAW RIGHTS NOT UNDER ANY CORPORATION CODE
RIGHTS. IN OTHER WORDS, I UNDERSTAND THAT THEY'RE NOT
STATUTORY MEMBERS AND THAT PART REFERS T0, AS I LOOKED
AT THE STATUTORY SCHEME, APPEARS TO BE THE WHOLE
NONPUBLIC CORPORATION.
MR. SEELEY: THEN WHAT I WANT TO EMPHASIZE
IS THAT THIS IS AN ORGANIZATION THAT IS RUN BY A BOARD
OF DIRECTORS. THIS BYLAW CAN BE REVISED, AMENDED,
PAGE 3
REPEALED TOMORROW OR TODAY FOR THAT MATTER AND IT'S -
THE COURT: IT'S APPARENTLY REVISED IN
MARCH. I DON'T THINK THAT I NECESSARILY HAVE THE -- ANY
DOCUMENTS INDICATING THAT THE EXHIBIT I-A TO YOUR
PAPERS. IT JUST SAYS REVISED MARCH 1994. I DON'T HAVE
ANY NOTATION OF THE WORD ACTION BUT I ASSUME THAT HAS
OCCURRED.
MR. SEELEY: THIS IS AN INTERNAL MATTER IN
OTHER WORDS.
THE COURT: THE BOARD HAS TO MEET TO DO
THAT RIGHT.
MR. SEELEY: OH, YES; SURE.
THE COURT: BUT FOR CLARIFICATION, EXHIBIT
"A" TO YOUR OPPOSITION PAPERS IS THE CURRENT BYLAW.
MR. SEELEY: CORRECT. THE POINT I'M MAKING
IS THAT THIS -- THIS RIGHT IS GIVEN AT SEVERANCE OF THE
BOARD, AND ALSO THIS IS NOT THE TYPE OF SITUATION WHERE
THE COURT SHOULD INTERPRET THIS BYLAW. THIS IS A BYLAW
THAT HAS BEEN ADOPTED BY THIS BOARD AND SHOULD BE
SUBJECT TO INTERPRETATION BY THEM. THE ONLY STANDARD
HERE IS WHETHER THAT INTERPRETATION IS REASONABLE. THE
COURT OR CPA CAN'T GO BACK AND REINTERPRET OR TRY TO
FIGURE OUT WHAT BOOKS OF ACCOUNT MEANS.
IN FACT, WHAT DID HAPPEN HERE WAS THAT THE BOARD
DID INTERPRET THE BYLAW. IT DID PROVIDE RECORDS AND
THAT INFORMATION WAS REASONABLE CONSIDERING THE
INTERESTS OF THESE PEOPLE WHO ARE MAKING THE REQUEST.
AND I CITED FOR THAT SAME CASE THAT WAS CITED IN THE
PAGE 4
PETITIONER'S MEMORANDA NICOLA CASE. NICOLA WASN'T VERY
SATISFACTORY AS TO WHAT CONSTITUTES BOOKS OF ACCOUNT BUT
IT DID SAY WHEN YOU ARE TRYING TO FIND OUT THE
DEFINITION, YOU MUST DO IT IN CONTEXT. THIS IS WHAT THE
BOARD HAS DONE. THE MATTER IS CLOSED. THE REQUEST HAS
BEEN SATISFIED AND THE QUESTION IS MOOT.
IN SUPPORT OF THAT, I WANT TO OFFER ONE CASE THAT
WASN'T IN MY POINTS AND AUTHORITIES BECAUSE -- AND I
THINK THE POINT HERE HAS BEEN REPEATED IN A NUMBER OF
CASES. THIS IS A SITUATION -- NOT A SITUATION WHERE
YOU'RE EXPELLING A MEMBER OUT OF AN ASSOCIATION AND HAS
A PECUNIARY INTEREST IN THE ASSOCIATION OR EXPULSION
WOULD EFFECT THAT PERSON'S LIVELIHOOD OR ANYTHING OF
THAT NATURE. THE REMEDY HERE IS AS SET FORTH IN THIS
POINTS -- REPLIED POINTS AND AUTHORITIES. THE REMEDY IS
DON'T PAY YOUR DUES. JUST LIKE THE NATIONAL GEOGRAPHIC.
IF YOU DON'T LIKE WHAT'S GOING ON IN THE NATIONAL
GEOGRAPHIC AND YOU'RE A MEMBER OF THE SOCIETY, YOU
SIMPLY DON'T PAY YOUR DUES. AND THAT'S THE SAME -- SAME
AS WE HAVE HERE. WE HAVE THE TOURNAMENT ILLUSTRATED AS
THE MAGAZINE OF THE SOCIETY, PAY YOUR DUES, YOU GET
THIS. THAT IS THE DISTINCTION.
WE WOULD ALSO ARGUE, YOUR HONOR, THAT THEY GOT
BETTER INFORMATION THAN THEY WOULD WITH BOOKS OF
ACCOUNT. WHAT IN THE WORLD ARE THEY GOING TO DO WITH
ORIGINAL ENTRIES IN LEDGERS AND STUFF LIKE THAT? IT'S A
MYSTERY. THEY HAVE NO INTEREST IN GOVERNANCE AT ALL.
THEY HAVE THE RIGHT TO GET TOURNAMENTS ILLUSTRATED.
PAGE 5
SO I SAY ALSO THIS WAS PART OF A HARASSMENT
CAMPAIGN AS INDICATED IN MR. PROVINE'S DECLARATION, THAT
ALL OF THE -- OF A SUDDEN, ALL THESE REQUESTS CAME IN
AFTER THIS CONTROVERSIAL BOARD DECISION RAISING THE
DUES. SO THE IDEA WAS TO FLOOD THE MAIN OFFICE WITH
THESE REQUESTS. REMEMBER, THERE'S 25,000 MEMBERS. IT
WOULD BE INCREDIBLE. I MEAN EVERY TIME ONE MEMBER
COMES IN AND MAKES A REQUEST FOR SOME LITTLE BOOK OF
ACCOUNT AND YOU CAN SEE THE PICKY TYPE OF STUFF THAT'S
IN THIS REPLY MEMORANDUM. THEY DON'T LIKE THIS. THEY
DON'T LIKE THAT. WHAT DID THEY GET? THE STUFF THEY GOT
IS VERY -- IS VERY USEFUL. MORE THAN THE MEMBERS OF THE
NATIONAL GEOGRAPHIC SOCIETY.
I WOULD JUST SAY, YOUR HONOR, THAT THIS IS NOT A
SITUATION WHERE A COURT SHOULD BE INVOLVED. AND IF YOU
LOOK AT HOW BROAD THIS REQUEST IS ON PAGE 3 AND THEN
MULTIPLY THAT BY 25,000 MEMBERS, THEY COULD BURY THE
SOCIETY AND THAT'S ESSENTIALLY WHAT THEY HAVE TRIED TO
DO.
THE COURT: NOW, PAGE 3 OF WHICH DOCUMENTS,
SIR?
MR. SEELEY: OF THE REPLY. I'M JUST
REPLYING TO THIS ONE DOCUMENT. I MEAN, THEY WANT
DETAILED BALANCE SHEETS, ACCOUNTS PAYABLE, ACCOUNTS
RECEIVABLE, GENERAL LEDGERS, IRS FORMS, ALL DATA
SUPPLIED TO THE AUDITORS, THE AUDITORS OPINIONS AND
NOTES.
THE COURT: WELL, I BELIEVE THAT MY
PAGE 6
TENTATIVE WAS AS TO THE BOOKS OF ACCOUNT AND ORIGINAL
BOOKS OF ORIGINAL ENTRY. THAT DOESN'T NECESSARILY
INCLUDE ALL THOSE DOCUMENTS THAT YOU'VE TALKED ABOUT.
MR. SEELEY: N0. I'M POINTING OUT I JUST
WANT YOU TO BE SURE YOU UNDERSTAND THAT THE COURT
UNDERSTANDS HOW BROAD THIS REQUEST WAS, AND THAT IT WAS
DENIED. I THINK IT'S ALSO IMPORTANT THAT THE SOCIETY IN
GOOD FAITH SAT DOWN AND DEVELOPED A FORM FOR RESPONDING
TO THESE REQUESTS BECAUSE THEY WERE SO BROAD, AND THE
SOCIETY DEVELOPED THAT PROCEDURE AND THE SOCIETY
INTERPRETED ITS OWN BY LAWS. AND IT'S NOT THE PROVINCE
OF THE CPA OR ANYONE OF THESE CONTRIBUTORS TO SAY THAT
THAT'S NOT SATISFACTORY. THAT IS THE BOARD'S
DETERMINATION. IF THE BOARD IS CONSIDERING THE INTEREST
OF THESE PEOPLE, IF THE BOARD INTERPRETED THAT IN AN
UNREASONABLE OR ARBITRARY WAY, THEN I CAN SEE THAT THE
COURT MIGHT INVOLVE ITSELF. BUT SHORT OF THAT, OUR
POSITION IS THAT THE COURT SHOULD NOT INVOLVE ITSELF IN
THIS MATTER. THANK YOU.
THE COURT: THANK YOU.
MR. SEELEY: DID YOU HAVE ANY QUESTIONS?
THE COURT: WELL, AGAIN, I'M LOOKING AT THE
BYLAW AND IT TALKS ABOUT THE BOOKS OF ACCOUNT MAY BE
INSPECTED BY ANY MEMBER OR MEMBERS, THE AGENT FOR ANY
REASONABLE PURPOSE AT ANY REASONABLE TIME. AND AS I
NOTED IN THE REQUEST, IT WAS LOOKING AT FINANCIAL
INFORMATION TO SEE IF THERE WAS, YOU KNOW, A BETTER WAY
TO UNDERSTAND CURRENT FINANCIAL PROBLEMS AND PROPOSE
PAGE 7
ALTERNATIVE SOLUTIONS WHICH I WASN'T HEARING THAT THERE
WAS NOT -- THERE WAS AN OBJECTION AS FAR AS THE
REASONABLE PURPOSE.
MR. SEELEY: OH, YES, OF COURSE, THERE IS.
THE COURT: AND I DON'T INTEND TO MAKE MY
RULING TO CAUSE A BURDEN TO THE SOCIETY BUT MERELY TO
LOOK AT THAT LANGUAGE. IT APPEARED THERE WAS A
REASONABLE PURPOSE. AND IN THE BOOKS OF ACCOUNT, THERE
SEEMS TO BE SOME CONCERN AS FAR AS WHAT WAS PROVIDED IN
THE SUMMARY OF INFORMATION WAS NOT -- NOT SATISFACTORY
FOR CONSTITUTING BOOKS OF ACCOUNT OR LOOKING AT WHAT
THOSE NUMBERS ARE.
NOW, GOING BACK TO THOSE ORIGINAL ENTRIES, THEY
MAY NOT BE HELPFUL. IT MAY BE BETTER TO HAVE THE OTHER
INFORMATION, BUT THAT'S NOT WHAT I'M PERMITTING. I
DON'T INTEND TO MAKE IT BURDENSOME IF THERE'S TO BE
INSPECTION, THAT HAS TO BE YOU KNOW, WITHIN BUSINESS
HOURS ON NOTICE AND THOSE KIND OF THINGS SO THERE'S NOT
A BURDEN TO THE SOCIETY. BUT I'M NOT HEARING THAT --
THAT IT'S NOT FOR REASONABLE PURPOSE AT THIS TIME.
MR. SEELEY: YES. WELL, THERE HAS BEEN NO
REASONABLE PURPOSE EVERY INDICATED IN ANY OF THESE
PAPERS HAVING BEEN FILED BY PETITIONER.
THE COURT: SIR, I WAS READING FROM -- I
WAS READING FROM EXHIBIT "C" .
MR. SEELEY: YEAH AND THAT -- THAT -- THAT
IS NOT A REASONABLE PURPOSE AS APPLIED TO THE INTEREST
OF THE PEOPLE WHO ARE REQUESTING THE INFORMATION. JUST
PAGE 8
AS YOU AS A MEMBER OF THE NATIONAL GEOGRAPHIC SOCIETY
CAN'T SAY, WELL, I WANT ALL YOUR FINANCIAL INFORMATION
SO I CAN TELL YOU HOW TO RUN YOUR BUSINESS BETTER. AND
THAT IS THE ISSUE. THERE IS NO REASONABLE PURPOSE THAT
THESE PEOPLE HAVE IDENTIFIED. AND IF THERE IS, I
HAVEN'T SEEN IT.
AND I WOULD -- AS PART OF THE STATEMENT OF
DECISION, I WOULD -- I WOULD URGE YOU TO LOOK VERY
CAREFULLY AT THAT ISSUE. THAT REALLY IS PROBABLY THE
ISSUE IN THE CASE THAT THERE IS NO REASONABLE PURPOSE
THAT THESE PEOPLE HAVE IN THE INFORMATION THAT THEY HAVE
REQUESTED OR THE INFORMATION THAT -- THAT IS IN THE
TENTATIVE RULING.
THE COURT: ALL RIGHT.
MR. SEELEY: THAT IS --
THE COURT: I'M SORRY. I DIDN'T WANT TO
CUT YOU OFF. WAS THAT -- I WAS GOING TO ASK MR.
GOLDSMITH TO RESPOND TO THAT.
MR. SEELEY: SURE.
THE COURT: MR. GOLDSMITH?
MR. GOLDSMITH: YES. I'D LIKE TO ADDRESS
THE COURT'S CONCERNS.
THE COURT: WHY DON'T YOU TAKE -- I THINK
IT SEEMS TO BE MR. SEELEY'S REASONABLE PURPOSE. I'M
LOOKING AT THESE -- THE SECTION 9 OF THE BYLAWS,
PERMISSION.
MR. GOLDSMITH: WELL, YOUR HONOR,
PETITIONER, WHO REQUESTED THE INFORMATION, SAID I WANTED
PAGE 9
TO UNDERSTAND FINANCIAL PROBLEMS. THE SECOND SENTENCE
SAYS SHE WANTED TO MAKE SUGGESTIONS. APPARENTLY, THE
RESPONDENTS FIND THAT TD BE REPREHENSIBLE. BUT AT ANY
RATE, SHE SAYS SHE WANTED TO UNDERSTAND THE PROBLEMS.
THOSE PROBLEMS WERE IDENTIFIED OR SUGGESTED IN LENGTH BY
THE REPORTS ISSUED LAST YEAR ATTACHED TO OUR PETITION
SUPPLIED BY THE SOCIETY ITSELF TALKING ABOUT THE
FINANCIAL PROBLEMS. IT'S QUITE A REASONABLE REQUEST TO
SAY THAT YOU WANT TO UNDERSTAND THE FINANCIAL PROBLEMS.
AS TO THE NATIONAL GEOGRAPHIC I CAN'T SPEAK TO
IT. BUT IF YOU DON'T -- IF THE BYLAWS SAID YOU HAVE A
RIGHT TO LOOK AT THE BOOKS OF ACCOUNT, THEN I BELIEVE
EVEN IF YOU'RE A MEMBER OF THE NATIONAL GEOGRAPHIC
SOCIETY, YOU HAVE A RIGHT TO LOOK AT THE BOOKS OF
ACCOUNT. AND I SUGGEST THIS IS NOT AN ONEROUS OR
UNUSUAL REQUEST THAT THERE ARE -- VIRTUALLY EVERY
CORPORATION IS SUBJECT TO SOME EXAMINATION BY ITS EITHER
SHAREHOLDERS, MEMBERS, OR PEOPLE OF CLASS WHO ARE
IDENTIFIED AS HAVING A RIGHT TO LOOK AT THE BOOKS. THE
BOOKS MEAN THE BOOKS OF ACCOUNT. NOTHING ELSE CAN
IDENTIFY A PROBLEM. IF THERE'S MISFEASANCE IN THE
CORPORATION, THERE'S NO OTHER WAY TO FIND IT. THERE --
WHAT THE BYLAWS SAY IS THAT THEY'RE GIVING THE MEMBERS
WHO ARE IDENTIFIED AS HAVING A RIGHT TO LOOK AT THE
BOOKS OF ACCOUNT SOME MINIMAL LOOK AT THE INTERNAL
OPERATION OF THE CORPORATION, AND IT'S THEIR ONLY
OVERSIGHT INTO THE GOVERNANCE OF THE CORPORATION AND IT
SHOULDN'T BE TAKEN LIGHTLY, AND IT SHOULDN'T BE IGNORED
PAGE 10
AS COUNSEL SUGGESTS IT SHOULD.
I SUGGEST TO THE COURT THAT WHAT WE'RE REALLY
ASKING FOR CONTRARY TO WHAT COUNSEL CHARACTERIZES OR
REQUESTS WHAT WE'RE ASKING FOR IS ENFORCEMENT OF THE
BYLAWS. THERE'S NO SIGNIFICANT INTERPRETATION OF THE
BYLAWS. WHAT IT APPEARS ON THE FACE OF THE BYLAWS THAT
THESE PEOPLE AND -- RESPONDENT CONCEDES THESE ARE THE
PEOPLE IDENTIFIED AS THE PEOPLE WHO HAVE A RIGHT TO LOOK
AT THE RECORDS. THEN WE'RE ASKING FOR ENFORCEMENT WHICH
IS A -- AND THIS PROCEEDING IS A PROPER PROCEEDING FOR
ENFORCEMENT OF A RIGHT. I DON'T SEE ANY REAL
INTERFERENCE IN THE GOVERNANCE OF THE CORPORATION BY THE
COURT ENFORCING THAT RIGHT.
THIS IS NOT REALLY AN INTERPRETATION ISSUE. AND
IN THAT -- IN THAT LIGHT, I'D LIKE TO TAKE EXCEPTION TO
THE COURT -- TO THE OFFERING OF THE -- OF THE WILLIAMS
VERSUS INGLEWOOD BOARD OF REALTORS. I'M VERY FAMILIAR
WITH THAT CASE, AND I SUGGEST THAT FOLLOWING THAT QUOTE
IS LANGUAGE THAT SAYS THE COURT'S, HOWEVER, ARE NOT
BOUND BY THE CONSTRUCTION ADOPTED BY THE CORPORATION,
ITS OFFICERS OR ITS MEMBERS. THAT CASE CUTS BOTH WAYS.
THAT CASE GIVES PLENTY OF OPTION AND LATITUDE TO THE
COURT. IT WAS MISQUOTED I SUGGEST TO THE COURT. AND I
COULD USE THAT CASE JUST AS EASILY TO SUGGEST THAT THE
COURT NEED NOT BE BOUND BY THE CONSTRUCTION AND I QUOTED
DIRECTLY FROM IT, YOUR HONOR.
AS TO WHAT BOOKS OF ACCOUNT OR -- I THINK THIS IS
A CASE WHERE WE'RE FORTUNATE TO HAVE A VERY RECENT
PAGE 11
CALIFORNIA SUPREME COURT CASE THAT IDENTIFIES AND STATES
CLEARLY WHAT BOOKS OF ACCOUNT ARE. SAYS THAT BOOKS OF
ORIGINAL ENTRY -- IT POINTED TO TWO CASES AND ASSUMED
THEY TOOK THEIR LANGUAGE. I THINK NOW IN CALIFORNIA, WE
HAVE A DEFINITION OF THAT. THAT IS CRYSTAL CLEAR AND
ROCK SOLID. I CAN'T -- I CAN'T SEE GOING AROUND THE
SCHNABEL CASE WHEN IT IS SO CLEAR.
THE COURT: THAT DOESN'T SEEM TO ME,
HOWEVER, TO INCLUDE -- I THINK YOURS IS FOR SOME TAX
RECORDS OR SOMETHING OF THAT NATURE. IT SEEMS TO ME THE
BOOKS OF ORIGINAL ENTRY WOULDN'T COVER NECESSARILY TAX
RECORDS. IF THERE WAS SOME CONCERN ABOUT THE TAX
RECORDS, I SUPPOSE AS FAR AS THEIR BEING A PUBLIC
BENEFIT FOR THE CORPORATION, ATTORNEY GENERAL'S OFFICE
HAS SOME OBLIGATIONS WITH REGARD TO THOSE CORPORATIONS.
AND -- BUT BOOKS OF ORIGINAL ENTRY TO ME WOULD BE THE
BASIC -- THE ACCOUNTS OR LEDGERS. SO I'M -- AGAIN, I'M
NOT READING THE REQUEST AS BROAD AS PERHAPS WHAT YOU'VE
ASKED FOR ORIGINALLY. I JUST WANT TO CLARIFY THAT.
MR. GOLDSMITH: WELL, WE UNDERSTAND THAT
AND THE MEMBERS DO HAVE ACCESS BY FEDERAL LAW TO THE
NONPROFIT CORPORATION ANNUAL FILING UNDER THE 994. AND
SIMILARLY TO THE CHARITABLE TRUST FORM FILE WITH THE
ATTORNEY GENERAL'S OFFICE OF CHARITABLE TRUST. SO THE
SCOPE OF YOUR HONOR'S PROPOSED ORDER COMPORTS WITH --
THE COURT: IS SATISFACTORY.
MR. GOLDSMITH: -- OUR NEEDS.
THE COURT: ALL RIGHT.
PAGE 12
THE COURT: ANYTHING -- WAS THERE
ANYTHING --
MR. GOLDSMITH: WAS THERE ANYTHING ELSE YOU
NEED ME TO ADDRESS, YOUR HONOR?
THE COURT: N0. I THINK -- I WANTED TO
JUST HAVE YOU ADDRESS THE ISSUE THAT MR. SEELEY RAISED
CONCERNING REASONABLE PURPOSE.
MR. GOLDSMITH: IS THAT TO THE COURT'S
SATISFACTION?
MR. SEELEY: MAYBE I WASN'T LISTENING BUT I
DIDN'T HEAR HIM ADDRES THE ISSUE WHAT IS THE REASONABLE
PURPOSE IN THIS CASE.
THE COURT: I BELIEVE HE WAS REFERENCING TO
"C" TO THE OPPOSITION.
MR. SEELEY: HOW DOES THAT RELATE TO HIS -
I MEAN, HE TALKED ABOUT STOCK HOLDERS IN A PRIVATE
CORPORATION. YOU HAVE A STAKE IN THE COMPANY AND IT'S
FINANCIAL ABILITY. THIS IS --
THE COURT: EXCUSE ME. AS I RECALL, HE
REFERRED TO THAT. AND THEN HE ALSO REFERENCED TO SOME
CORRESPONDENCE THAT WAS SENT TO THE MEMBERS ASSERTING
THE FINANCIAL SITUATION OF THE ORGANIZATION. IS THAT
WHAT YOU WERE SAYING?
MR. GOLDSMITH: YES, YOUR HONOR. THAT TO
UNDERSTAND FINANCIAL PROBLEMS.
MR. SEELEY: WELL, I JUST -- I MEAN, I
THINK IT'S NICE THAT THEY WANT TO KNOW THE FINANCIAL
PROBLEMS AND I'M SURE THAT A LOT OF MEMBERS OF THE
PAGE 13
AUDOBON SOCIETY AND THE NATIONAL GEOGRAPHIC SOCIETY DO
ALSO. BUT THEY DON'T HAVE ANY RIGHT. IT DOESN'T MAKE
SENSE TO INTERPRET THOSE, IN MY VIEW, THOSE BYLAWS THAT
WAY AND -- BUT THAT'S REALLY NOT THE ISSUE. THE ISSUE
IS WHETHER THE COURT FEELS THAT THIS IS A SIGNIFICANT
ENOUGH ISSUE THAT THESE PEOPLE HAVE A SUBSTANTIAL ENOUGH
RIGHT THAT IT IS GOING TO -- GOING TO IN EFFECT REWRITE
THESE BYLAWS AS THEY'VE BEEN INTERPRETED BY THIS BOARD.
AND I THINK THAT'S THE ISSUE THAT HE HAS NOT ADDRESSED.
NOW, THE OTHER PART OF THIS IS ABOUT THIS -- THIS
WILL NOT CAUSE UNREASONABLE DISRUPTION. I'D LIKE TO
CALL MR. PROVINE AS A WITNESS. HE'S THE EXECUTIVE
DIRECTOR.
THE COURT: THERE ARE NO WITNESSES ON THIS;
CALENDAR WITHOUT PERMISSION.
MR. SEELEY: THEN I WOULD LIKE TO MAKE AN
OFFER OF PROOF. IF HE WERE CALLED, HE WOULD TESTIFY
THAT IT WAS A TREMENDOUS DISRUPTION AND HAS BEEN BECAUSE
THIS -- THESE REQUESTS WEREN'T THE ONLY ONES THAT CAME
IN AND THERE WAS TO REVISE ALL YOUR PROCEDURES AND THE
LIMITED NUMBER OF PERSONNEL. OF COURSE, IT'S HUGE
ANYWAY. THAT'S WHAT HE WOULD TESTIFY. HE WOULD TESTIFY
THAT THERE WOULD BE SUBSTANTIAL INTERFERENCE. IN FACT,
THIS WAS -- THE WHOLE PURPOSE OF THESE RECORDS REQUEST
AND THE PURPOSE OF THIS LAWSUIT AND THIS IS A MEAN
LAWSUIT. FOR EXAMPLE, PART OF THE PETITION ALLEGES
THAT -- I BELIEVE IT'S PARAGRAPH 20. YOU MIGHT WANT TO
ASK ABOUT WHY THIS ALLEGATION IS IN HERE ON PAGE 8.
PAGE 14
PETITIONERS DO NOT WAIVE SUBSEQUENT CIVIL ACTIONS FOR
THEIR OTHER RIGHTS INCLUDING BUT NOT LIMITED TO BREACH
OF FIDUCIARY DUTY, VIOLATION OF THE BUSINESS JUDGMENT
RULE, AND DAMAGES THEREFORE. WHY IS THAT IN THIS? IT'S
FOR INTIMIDATION PURPOSES, YOUR HONOR, AND WE WOULD
OFFER TO PROVE THAT THROUGH MR. PROVINE'S TESTIMONY.
MR. GOLDSMITH: DID YOU WANT ME TO RESPOND
TO THAT?
THE COURT: ALL RIGHT.
MR. SEELEY: INCIDENTALLY, THEY HAVE BEEN
VERY SUCCESSFUL ALREADY. THEY'VE CAUSED THREE DIRECTORS
TO RESIGN. MR. PROVINE ALSO TESTIFIED TO THAT. SO ALL
OF THIS IS A PATTERN. THIS INCREDIBLE REQUEST -- LOOK
AT THE BREATH OF THIS REQUEST. WHY IS IT SO LARGE? I
MEAN, WHAT -- THERE'S NO INDICATION -- WE STILL DON'T
KNOW WHAT HE'S GOING TO DO WITH -- WHAT THEY'RE GOING TO
DO WITH THIS INFORMATION EXCEPT THAT THEY'RE TRYING TO
INTIMIDATE THE DIRECTORS ON ON THE SEA BOARD.
MR. GOLDSMITH: WELL, IN RESPONSE TO THE
ACCUSATION AND INTIMIDATION, YOUR HONOR, THOSE WAIVERS
ARE RIGHTS OUT OF THE FORM BOOKS. I THINK THEY'RE
PROTECT LAWYERS FROM WAIVING -- INADVERTENTLY WAIVING
RIGHTS OF -- RIGHTS OF CLIENTS. I CAN'T SEE THAT THAT
IS GOING TO -- THAT THAT GOES WITH SOME FIREBRAND ISSUE.
I SUGGEST THAT THE QUESTION WHAT WILL BE DONE WITH THE
INFORMATION, IT'S -- I THINK IT'S OBVIOUS OR I THINK
IT'S CLEAR IN THE LAW -- IN THE LAW THAT ALLOWS MEMBERS
OF ORGANIZATIONS TO LOOK AT BOOKS OF ACCOUNT IS VERY
PAGE 15
WIDESPREAD, THAT IT'S A CHECK ON THE GOVERNANCE. IT'S
AN OVERSIGHT.
IN THIS CASE, IT'S THE ONLY OVERSIGHT MECHANISM
THAT EXISTS AND IT IS EXTREMELY IMPORTANT THAT IT BE
HONORED. AND THE FACT THAT THE MANAGEMENT DOESN'T KNOW
THAT IT IS -- WHAT IT'S GOING TO BE USED FOR I DON'T
THINK IS REALLY THE ISSUE. I THINK IT'S THAT PEOPLE WHO
HAVE A RIGHT TO IT AND WHO HAVE -- OBVIOUSLY HAVE BEEN
TOLD BY THE MANAGEMENT THEMSELVES THAT THERE ARE
PROBLEMS WANT TO FIND OUT WHAT THOSE PROBLEMS ARE AND
THERE'S NO OTHER WAY TD DO IT BECAUSE THE REPORT THAT
WAS FURNISHED WAS SO SKIMPY AND QUALIFIED TO BE RENDERED
VIRTUALLY MEANINGLESS.
ANYWAY, DOES YOUR HONOR HAVE ANY OTHER ISSUES
THAT YOU WOULD LIKE ME TO ADDRESS?
THE COURT: NOT RIGHT AT THE MOMENT. MR.
SEELEY?
MR. SEELEY: I WOULD POINT OUT THE SOCIETY
DID RESPOND TO THE REQUEST. THEY DID ASK FOR THE
PURPOSE. AND WHEN THE PURPOSE WAS GIVEN, THEY RESPONDED
TO THAT PURPOSE.
THE COURT: MAY I ASK COUNSEL TO APPROACH
THE BENCH, PLEASE?
(WHEREUPON, COUNSEL APPROACHED THE BENCH AND A
DISCUSSION WAS HAD OFF THE RECORD
THE COURT: ALL RIGHT. I ANYTHING FURTHER
FROM EITHER SIDE?
MR. GOLDSMITH: NOTHING FURTHER, YOUR
PAGE 16
HONOR. SUBMITTED, YOUR HONOR.
MR. SEELEY: I'D LIKE TO REQUEST A
STATEMENT OF DECISION, AND I HAVE ONE WRITTEN OUT HERE
THAT I'LL PROVIDE. I HAVE TO FINISH WRITING ONE I THINK
AS FAR AS THE STATEMENT OF DECISION.
THE COURT: I'LL GIVE YOU MY DECISION
ORALLY ON THE RECORD RIGHT NOW AT THIS TIME, SIR.
MR. SEELEY: PARDON?
THE COURT: I'M GOING TO GIVE YOU MY
DECISIONS ORALLY ON THE RECORD AT THIS TIME.
MR. SEELEY: THIS IS A REQUEST FOR
STATEMENT OF DECISION UNDER CCP 632.
THE COURT: RIGHT. THIS IS -- THIS MATTER
IS NOT EXCEEDING A DAY, AND I'M GOING TO GIVE YOU AN
ORAL STATEMENT OF DECISION AT THIS TIME. I'M GOING TO
GIVE BASIS OF --
MR. SEELEY: OH, SURE, BUT I HAVE TO
SUBMIT -- BEFORE I SUBMIT THE CASE, I HAVE TO FILE THIS
WITH THE COURT.
THE COURT: WHY DON'T YOU HAND IT TO ME AND
IF I CAN RESPOND TO THOSE AS I DO GIVE THE DECISION. IF
NOT --
DID YOU WISH -- Mr. GOLDSMITH, DID YOU WISH TO
RESPOND TO ANY OF THESE ITEMS?
MR. GOLDSMITH: WELL, YES, YOUR HONOR.
THE COURT: ALL RIGHT.
MR. GOLDSMITH: FIRST OF ALL, NUMBER 2 IS A
MOOT ISSUE. THE COURT HAS INDICATED THAT ITS RULING
PAGE 17
DOESN'T GET INTO THAT -- TO THAT ISSUE THAT I'M -- I
CAN'T SEE ANY RELEVANCE TO NUMBER 2. AND THESE ARE
EXTREMELY BROAD REQUESTS. I THINK THE COURT -- AND I -
I'M FRANKLY BAFFLED. I'VE NEVER SEEN A REQUEST FOR
STATEMENT OF DECISION THAT ASKS THESE KIND OF -- ASKS
FOR THESE KINDS OF BROAD FINDINGS.
THE COURT: ALL RIGHT.
MR. GOLDSMITH: I THINK -- I'LL LEAVE IT TO
THE DISCRETION OF THE COURT. AND THERE'S SOMETHING, BUT
I -- AND I DON'T QUITE UNDERSTAND THE LAST ONE
WHETHER -- SOMETHING ABOUT A PURPOSE. I JUST SIMPLY
LEAVE THIS TO THE COURT'S DISCRETION.
THE COURT: MATTER NOW SUBMITTED, MR.
SEELEY?
MR. SEELEY: YES.
THE COURT: ALL RIGHT. THIS IS A LAW AND
MOTION MATTER. I'M GOING TO GIVE MY ORAL REASONS FOR MY
DECISION AT THIS TIME AS THIS IS NOT PARTICULARLY A
TRIAL MATTER SO THAT I'M NOT GOING TO FILE ANYTHING
FURTHER FORMALLY UNDER CCP 632.
AT THIS TIME, THE COURT IS GOING TO GRANT THE
PETITION FOR WRIT OF MANDATE. I FIND THAT PETITIONERS
ARE BENEFICIALLY INTERESTED AS DUE PAYING MEMBERS OF THE
ORGANIZATION.
I AM FINDING THAT UNDER ARTICLE 10 OF THE - I'M
SORRY -- UNDER SECTION 10 OF THE BYLAWS THAT THEY DO
HAVE RIGHTS TO ASK FOR THE BOOKS OF ACCOUNTS FOR
REASONABLE PURPOSE AND REASONABLE TIMES, AND THE COURT
PAGE 18
FINDS THAT THE PURPOSE TO REVIEW! THE FINANCIAL SITUATION
PERHAPS MAKES SOME SUGGESTION AS A REASONABLE PURPOSE.
AND IN THAT REGARD -- AND THAT I'M GOING TO INCLUDE
BOOKS OF -- OR BOOKS OF ORIGINAL ENTRY AS THE BOOKS OF
ACCOUNT AND GRANT THE REQUEST WITH THAT REGARD.
IN SO FAR AS IT'S TO BE REVIEWED AND INSPECTED AT
A REASONABLE TIME THAT COUNSEL ARE ORDERED TO MEET AND
CONFER FOR A REASONABLE TIME THAT WILL NOT UNDULY
DISRUPT THE OPERATIONS OF THE BUSINESS OF THE SOCIETY
FOR CREATIVE ANACHRONISM AND ARRANGE A SPECIFIC DATE AND
TIME THAT IS ACCEPTABLE AND HAVE THAT INFORMATION
AVAILABLE AS I'VE INDICATED.
AGAIN, I AM NARROWING THE INFORMATION THAT IS TO
BE PROVIDED. I'M ALSO GOING TO GRANT IT AS TO THE LIST
OF NAMES AND ADDRESSES OF MEMBERS AS DESCRIBED IN BYLAWS
SECTION 5. I HAVE NOT HEARD OR NOTED IN THE PAPERS A
BASIS FOR REFUSING THAT AND I DO SEE THERE IS A
PROVISION IN THE BYLAWS THAT MAY CALL FOR IDENTIFYING
PEOPLE. THE DIRECTOR THAT REQUIRES A MEMBER TO ENFORCE
THAT HAVE THAT RIGHT TO HAVE ANY MEETING. IT APPEARS IT
WOULD BE APPROPRIATE TO HAVE THE PETITIONERS BE ABLE TO
CONTACT MEMBERS IF THEY SO DESIRE.
IF THERE IS EXPENSE WITH REGARD TO THIS
MEMBERSHIP LIST, THEN THAT REASONABLE EXPENSE WILL BE
BORNE BY THE PETITIONERS.
THE PEREMPTORY WRIT OF MANDATE IS GRANTED WITH
REGARD TO THOSE SPECIFICS, AND THE COURT WILL RESERVE ON
THE ISSUE OF ATTORNEYS FEES AND COSTS. IF YOU WISH TO
PAGE 19
SUBMIT THAT EITHER WITH ANOTHER HEARING DATE WITH THE
COURT OR THROUGH BRIEFS, YOU MAY DO SD. I SUGGEST
COUNSEL MAY WANT TO MEET AND CONFER ON THAT ISSUE.
MR. SEELEY: WELL, IS THERE ANY LEGAL BASIS
AT ALL FOR ATTORNEYS FEES?
THE COURT: I HAVEN'T SEEN ANY AUTHORITY
FOR IT SO AT THIS POINT, I DON'T KNOW WHAT THE COSTS
ARE. SO AT THIS POINT, I'M JUST GOING TO RESERVE THAT
ISSUE. IT'S NOT FULLY BEFORE ME TO RULE ON AT THIS
TIME.
ALL RIGHT. AND MR. GOLDSMITH IF YOU'LL PREPARE
THE DOCUMENTS.
MR. GOLDSMITH: I SHALL, YOUR HONOR. AND
WOULD THAT BE SUBMITTED TO COUNSEL?
THE COURT: SUBMIT TO COUNSEL FOR HIS
SIGNATURE AND COMPLY WITH LOCAL RULES. IF THERE'S NO
SIGNATURE, THEN IN SPECIFIED TIME, YOU MAY DIRECT -- YOU
MAY DIRECT IT TO THE COURT.
ANYTHING FURTHER ON THIS MATTER?
MR. GOLDSMITH: NOTHING FURTHER, YOUR
HONOR.
MR. SEELEY: N0, YOUR HONOR. THANK YOU.
(WHEREUPON, THE MATTER WAS ADJOURNED
---000--
PAGE 20
STATE OF CALIFORNIA
) SS.
COUNTY OF SANTA CLARA
I, LILY A. SHINN, DO HEREBY CERTIFY:
I AM A CERTIFIED SHORTHAND REPORTER OF THE
SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR
THE COUNTY OF SANTA CLARA; AND THAT AS SUCH, I REPORTED
IN STENOTYPE THE PROCEEDINGS HAD IN THE WITHIN-ENTITLED
THE SAME IS A FULL, TRUE AND CORRECT TRANSCRIPTION OF
SAID STENOTYPE AS REPORTED BY ME TO THE BEST OF MY
ABILITY.
DATED THIS DAY OF 1994.
LILY A. SHINN
CSR #7610
da...@telerama.lm.com
>KIND OF LIKE A CORPORATE TAKEOVER.
>MR. SEELEY: ....THIS IS AN ORGANIZATION THAT IS RUN BY A BOARD
>OF DIRECTORS. THIS BYLAW CAN BE REVISED, AMENDED,
>REPEALED TOMORROW OR TODAY FOR THAT MATTER...
>MR. SEELEY: ....IF YOU DON'T LIKE WHAT'S GOING ON IN THE
>NATIONAL GEOGRAPHIC AND YOU'RE A MEMBER OF THE SOCIETY, YOU
>SIMPLY DON'T PAY YOUR DUES. AND THAT'S THE SAME -- SAME
>AS WE HAVE HERE. WE HAVE THE TOURNAMENT ILLUSTRATED AS
>THE MAGAZINE OF THE SOCIETY, PAY YOUR DUES, YOU GET
>THIS. THAT IS THE DISTINCTION.
>MR. SEELEY: WE WOULD ALSO ARGUE, YOUR HONOR, THAT THEY GOT
>BETTER INFORMATION THAN THEY WOULD WITH BOOKS OF
>ACCOUNT. WHAT IN THE WORLD ARE THEY GOING TO DO WITH
>ORIGINAL ENTRIES IN LEDGERS AND STUFF LIKE THAT? IT'S A
>MYSTERY. THEY HAVE NO INTEREST IN GOVERNANCE AT ALL.
>THEY HAVE THE RIGHT TO GET TOURNAMENTS ILLUSTRATED.
>....WHAT DID THEY GET? THE STUFF THEY GOT
>IS VERY -- IS VERY USEFUL. MORE THAN THE MEMBERS OF THE
>NATIONAL GEOGRAPHIC SOCIETY.
>MR. GOLDSMITH: WELL, YOUR HONOR,
>PETITIONER, WHO REQUESTED THE INFORMATION, SAID I WANTED
>TO UNDERSTAND FINANCIAL PROBLEMS. THE SECOND SENTENCE
>SAYS SHE WANTED TO MAKE SUGGESTIONS. APPARENTLY, THE
>RESPONDENTS FIND THAT TD BE REPREHENSIBLE.
>MR. SEELEY: WELL, I JUST -- I MEAN, I
>THINK IT'S NICE THAT THEY WANT TO KNOW THE FINANCIAL
>PROBLEMS AND I'M SURE THAT A LOT OF MEMBERS OF THE
>AUDOBON SOCIETY AND THE NATIONAL GEOGRAPHIC SOCIETY DO
>ALSO. BUT THEY DON'T HAVE ANY RIGHT.
>MR. SEELEY: INCIDENTALLY, THEY HAVE BEEN
>VERY SUCCESSFUL ALREADY. THEY'VE CAUSED THREE DIRECTORS TO RESIGN.
>MR. SEELEY: I'D LIKE TO REQUEST A
> STATEMENT OF DECISION, AND I HAVE ONE WRITTEN OUT HERE
> THAT I'LL PROVIDE. I HAVE TO FINISH WRITING ONE I THINK
> AS FAR AS THE STATEMENT OF DECISION.
>THE COURT: I'LL GIVE YOU MY DECISION
> ORALLY ON THE RECORD RIGHT NOW AT THIS TIME, SIR.
>MR. SEELEY: PARDON?
>....
>THE COURT: RIGHT. THIS IS -- THIS MATTER
> IS NOT EXCEEDING A DAY, AND I'M GOING TO GIVE YOU AN ORAL
> STATEMENT OF DECISION AT THIS TIME. I'M GOING TO GIVE BASIS OF --
>MR. SEELEY: OH, SURE, BUT I HAVE TO SUBMIT -- BEFORE I SUBMIT
> THE CASE, I HAVE TO FILE THIS WITH THE COURT.
>THE COURT: WHY DON'T YOU HAND IT TO ME AND
> IF I CAN RESPOND TO THOSE AS I DO GIVE THE DECISION. IF NOT --
>THE COURT: ALL RIGHT. AND MR. GOLDSMITH IF YOU'LL PREPARE
Michael Moore
his greetings in friendly fashion.
I have now heard comparisons between the Society for Creative Anachronism
Inc. and the Audobon Society and the National Geographic Society.
Other than a magazine subscription, what do members of the Audobon Society
and the National Geographic Society receive?
(Why do I ask? I thought TI was just an added extra.
The lawyer for the SCA seemed to think it was the sole
purpose of paying for membership. At the moment, I
think the Lawyer for the SCA doesn't know a thing
about the organization, and is basing decisions on
comparisons to groups very unlike the SCA.)
Yes, I'm going to look up the wording in the National Geographic
to see what it says. Maybe we're more alike than I think.
Peregrine the Illuminator
mo...@stolaf.edu
Joyce Miller
From: Michael Moore, mo...@mari.acc.stolaf.edu
Date: Wed, 6 Jul 1994 21:28:10 GMT
In article <1994Jul6.2...@news.stolaf.edu> Michael Moore,
mo...@mari.acc.stolaf.edu writes:
>I have now heard comparisons between the Society for Creative
Anachronism
>Inc. and the Audobon Society and the National Geographic Society.
>
>Other than a magazine subscription, what do members of the
Audobon Society
>and the National Geographic Society receive?
>
>(Why do I ask? I thought TI was just an added extra.
>The lawyer for the SCA seemed to think it was the sole
>purpose of paying for membership. At the moment, I
>think the Lawyer for the SCA doesn't know a thing
>about the organization, and is basing decisions on
>comparisons to groups very unlike the SCA.)
>
>Yes, I'm going to look up the wording in the National Geographic
>to see what it says. Maybe we're more alike than I think.
The Nat'l Geog. Soc. claims to be an educational organization, as
do
we. But unlike the SCA, they give out competitive research grants
to deserving scientists. We also don't produce nice TV specials
on history.
I've heard rumours that something like $5 of each membership goes
into TI. I want to know where the other $30 (times _how_ many
members?) is going. Does anyone out there know how much TI really
costs per issue?
And now I'm going to break every rule of chivalry, and I'm going to
say it:
Mr. Seeley, please give me the ability to prove to myself
that somebody is not embezzling it all!
-- Ursula
"You can trust us. We're from the government."
mms...@tntech.edu
now, than it was before I read this.
Marian, Clann Kyle
Patricia Shanahan
In article <44046...@haas.berkeley.edu>, ei...@haas.BErkeley.EDU (Lee Forgue) writes:
[Mr Seeley, representing the SCA Inc. in court, is reported as saying:]
|> IN SUPPORT OF THAT, I WANT TO OFFER ONE CASE THAT
|> WASN'T IN MY POINTS AND AUTHORITIES BECAUSE -- AND I
|> THINK THE POINT HERE HAS BEEN REPEATED IN A NUMBER OF
|> CASES. THIS IS A SITUATION -- NOT A SITUATION WHERE
|> YOU'RE EXPELLING A MEMBER OUT OF AN ASSOCIATION AND HAS
|> A PECUNIARY INTEREST IN THE ASSOCIATION OR EXPULSION
|> WOULD EFFECT THAT PERSON'S LIVELIHOOD OR ANYTHING OF
|> THAT NATURE. THE REMEDY HERE IS AS SET FORTH IN THIS
|> POINTS -- REPLIED POINTS AND AUTHORITIES. THE REMEDY IS
|> DON'T PAY YOUR DUES. JUST LIKE THE NATIONAL GEOGRAPHIC.
|> IF YOU DON'T LIKE WHAT'S GOING ON IN THE NATIONAL
|> GEOGRAPHIC AND YOU'RE A MEMBER OF THE SOCIETY, YOU
|> SIMPLY DON'T PAY YOUR DUES. AND THAT'S THE SAME -- SAME
|> AS WE HAVE HERE. WE HAVE THE TOURNAMENT ILLUSTRATED AS
|> THE MAGAZINE OF THE SOCIETY, PAY YOUR DUES, YOU GET
|> THIS. THAT IS THE DISTINCTION.
This paragraph has shifted me from neutrality to a definite
position on pay-for-play, non-member surcharges, membership
requirements for local officers, membership requriements to
receive awards etc. I had thought that there was a connection
between the SCA Inc., and the association of people that puts
on events, holds classes etc. In particular, I thought that
the whole purpose of the SCA Inc. was to provide mundane
support for the activities that fulfill its educational
purpose.
This paragraph makes it clear that, in the eyes of the SCA
Inc., there is no such connection. All it owes us is TI,
in the same sense that all that the National Geographic
owes its members is magazine delivery.
If this is the case collection of fees from people attending
events for the benefit of SCA Inc. is totally unfair and
unjustified. Only people who want TI should be expected to
pay anything to SCA Inc, just as only people who want
the National Geographic Magazine are expected to pay anything
to National Geographic.
If this is still the SCA's position when my membership comes
up for renewal, I shall look very closely at whether the
TI is good value-for-money, regarded as the sole reason for
me to pay dues to the SCA.
[Agnes of Ilford has never heard of the SCA Inc.]
--
Patricia Shanahan
pa...@cray.com
phone: (619) 625-3708
Phyllis Gilmore
>|> IF YOU DON'T LIKE WHAT'S GOING ON IN THE NATIONAL
>|> GEOGRAPHIC AND YOU'RE A MEMBER OF THE SOCIETY, YOU
>|> SIMPLY DON'T PAY YOUR DUES. AND THAT'S THE SAME -- SAME
>|> AS WE HAVE HERE. WE HAVE THE TOURNAMENT ILLUSTRATED AS
>|> THE MAGAZINE OF THE SOCIETY, PAY YOUR DUES, YOU GET
>|> THIS. THAT IS THE DISTINCTION.
>
Philippa's alter ego, Phyllis, agrees with Patricia's assessment,
and goes a bit farther:
When the whole smelly mess began, I told an interested bystander (a
non-SCA coworker) that "the SCA's Board of Directors has delusions of
grandure. They think the SCA is the National Geographic Society.
In reality, it's more like the Sierra Club."
Like the Sierra Club, the SCA has multiple publications at different
organizational levels. Much of the Sierra Club's "business" is carried
out at state and local levels--most especially the activities that
would require insurance (backpacking, mountaineering), but also
including environmental activism. Let's see--publications, check;
highly complex organization, check; activities at many levels of the
organization, check; many kinds of activities, check; some safe, some
unquestionably dangerous, check; insurance needed, check. Hm. About
the only differences are thatthe Sierra Club can afford fancier,
better produced, and better written publications and that some of its
activities are *vastly* more dangerous than anything the SCA ever does.
(Side note: The only problem I've heard of with their insurance had to
do with the mountaineering--aka rock and mountain climbing. Anyone
wanna guess why insurance companies might have a problem with that?)
While I have enjoyed TI, for a variety of reasons, it is not the National
Geographic. TI falls far short of the caliber of NG's research, writing,
and editorial standards--much less NG's stature in the eyes of the
public and academia. From the viewpoint of a professional editor (moi),
TI is a publication by amateurs for amateurs. Although some contributors
are (or could be) academics or professionals in related fields, that is not
necessarily the rule. Even these people are doing it for "love" (see
the origin of "amateur"), rather than money or fame.
If the BoD *really* thinks TI is like National Geographic, they should
hire a professional managing editor with some professional and academic
stature and with commercial magazine experience; commission and/or accept
*and pay for* articles from scholars or others with high professional
qualifications who can *also* write for intelligent "amateurs" in SCA-
related subjects; make massive changes in TI's publication standards; be
prepared to market the publication commercially, targeting a broad section
of the general public; and seek out additional funding sources, through
large contributions, accepting much more advertising, or both. Let's
see, did I leave anything out? Probably.
I know I couldn't do justice to that vision, and I know how much I cost.
I doubt the BoD would even seriously think about footing the startup
bill for such a venture. So, when will they wake up?
******************************************
SCA: Philippa de Ecosse, Lyondemere, Caid
mka: Phyllis Gilmore, Santa Monica and Torrance, CA
My opinions are my own, unless donated. All contributions welcome.
Stephen Bloch
>BYLAW AND IT TALKS ABOUT THE BOOKS OF ACCOUNT MAY BE
>INSPECTED BY ANY MEMBER OR MEMBERS, THE AGENT FOR ANY
>REASONABLE PURPOSE AT ANY REASONABLE TIME. AND AS I
>NOTED IN THE REQUEST, IT WAS LOOKING AT FINANCIAL
>INFORMATION TO SEE IF THERE WAS, YOU KNOW, A BETTER WAY
>TO UNDERSTAND CURRENT FINANCIAL PROBLEMS AND PROPOSE
>WAS NOT -- THERE WAS AN OBJECTION AS FAR AS THE
>REASONABLE PURPOSE.
> MR. SEELEY: YEAH AND THAT -- THAT -- THAT
>IS NOT A REASONABLE PURPOSE AS APPLIED TO THE INTEREST
>OF THE PEOPLE WHO ARE REQUESTING THE INFORMATION. JUST
>CAN'T SAY, WELL, I WANT ALL YOUR FINANCIAL INFORMATION
This guy really does see the Board as the only people who could conceivably
know or care how the Society works. Wow. I wonder what he WOULD count as
a "reasonable purpose" for inspecting the books, if understanding the
Corporation's financial problems and suggesting solutions doesn't qualify.
But that's beside the point. As Mr. Goldsmith pointed out later, the
dues-paying members of the National Geographic don't (as far as I know)
have a right in the Bylaws to see the books, and we do:
>BUT IF YOU DON'T -- IF THE BYLAWS SAID YOU HAVE A
>RIGHT TO LOOK AT THE BOOKS OF ACCOUNT, THEN I BELIEVE
>EVEN IF YOU'RE A MEMBER OF THE NATIONAL GEOGRAPHIC
>SOCIETY, YOU HAVE A RIGHT TO LOOK AT THE BOOKS OF
>ACCOUNT.
Mr. Seeley did point out, correctly, that the Board has the power to repeal
that Bylaw any time they want to. But they hadn't done so as of the time
the request was made, as of the time it was denied, or as of the time the
suit was filed. If they didn't want us to have that right, they should
have planned ahead and repealed it, as well as any other rights like
impeachment that the dues-paying members might exercise over the Board,
BEFORE making decisions as controversial as those of the January meeting.
Of course, that would have been controversial too, but it would have drawn
far fewer letters.
--
Stephen Bloch
sbl...@s.ms.uky.edu
Stephen Bloch
>I've heard rumours that something like $5 of each membership goes
>into TI. I want to know where the other $30 (times _how_ many
>members?) is going. Does anyone out there know how much TI really
>costs per issue?
Several people (including me) posted analyses of recent Corporation budgets
back in February. As I recall, when you divide the amount budgeted for
publications by the number of subscribing members, you get somewhere around
$17/member, including both TI and Kingdom newsletters. (CA and things like
that appeared separately, under the Office of the Stock Clerk.) Over the
ten years I analyzed, this figure grew slowly; the figure in the 1994
budget was consistent with the historical rate of growth.
There was an unprecedented expense for "professional services", apparently
legal, computer, and accounting (doing the Corporation's first-ever
complete, qualified, financial audit and cleaning up after the
misallocation two years ago). I can deal with that, as long as it's a
one-time or an infrequent expense.
There was a significant increase in payroll costs, but consistent with
historical rates of growth. Ditto "Registry Office Expenses".
The weird category is "Board, Officers, and meetings". Until 1991 this was
divided into "Officer/Director Expenses" and "Travel". Travel expenses
have grown quite slowly, from $7K in 1982 to $15K in 1991. Officer/Director
expenses sprang full-blown into being in the 1989 report, jumping from
(apparently) $0 (see note below) to $35K. These categories added up to
$8K in 1988, $44K in 1989, $58K in 1990, $30K in 1991, and $95K in 1994.
Between 1982 and 1991, the amount budgeted for publications was almost always
54-56% of dues/subscription income (one year it was nearly 70%). In 1994,
it was 41-45%, depending on what you count. As dues/subscription income
is by far the largest source of income, this represents a significant and
unprecedented shift of funds from publications to running the Corporation.
Note about Officer/Director Expenses: Most of the financial reports have
covered a three-year period, and I checked the overlapping years for
consistency. The 1987-1989 report (in TI 97) has a category called
"Registry/Officers", which I interpreted to mean office expenses
combined with expenses for officers and directors. For 1987 and 1988,
this amount was equal to the total of "Printing & Postage", "Office
Supplies", and "Telephone" as they appeared in the 1986-1988 report (in
TI 93). I therefore filled in the difference ($0) under "Officer and
Director Expenses" for those two years. There is no mention, before the
1987-1989 report, of anything resembling "Officer and Director
Expenses".
I trust that's far more information than you wanted to know :-)
--
Stephen Bloch
sbl...@s.ms.uky.edu
david director friedman
"This paragraph has shifted me from neutrality to a definite position
on pay-for-play, non-member surcharges, membership requirements for
this is still the SCA's position when my membership comes up for
renewal, I shall look very closely at whether the TI is good
the SCA." (Patricia Shanahan)
While I am happy to have Patricia on my side on the issues she
mentions, I think the argument she offers is a little unfair to the
Corporation, for two reasons. To begin with, Seeley is a hired
gun--his job, which he seems to have done rather badly, is to win the
case. In practice, and probably even under the relevant rules of
professional ethics, he is not limited to making arguments he
believes are correct. In addition, he does not seem to be very well
informed about the Society--as you may have noticed, he apparently
thinks our magazine is called Tournaments Illustrated.
I suspect that few if any of the current members of the Board believe
that providing T.I. is the sole function of the Corporation. Some may
believe that the members have no legitimate say in how the
Corporation is run, but I doubt that a majority even hold that
position. I would be happier if the Corporation's counsel made more
reasonable arguments for his position, and happier still if the
corporation had offered to provide copies of anything that might be
considered books of account to all members at cost months ago, but I
do not think one can necessarily attribute the views expressed in
Seeley's arguments to the Corporation or the Board.
David/Cariadoc
Patricia Shanahan
My position would change if the BoD made clear statements, or better
yet did actions, contradicting Mr. Seeley's court statements on its
behalf. Actions such as making the books available at cost, or giving
the "advisory" members a chance to give advice, or better yet giving
us real power, would speak even louder than words. However, currently
Mr.Seeley's remarks stand uncontradicted even in words as the position
of the SCA Inc.
I do not think that any of the Board members believe that providing
TI is the only function of the Corporation. That is not the issue.
The issue is what duties does the Corporation owe the advisory members
as a body. Do we have any right to give advice? Do we have any right
to be told what the situation is, and what solutions are proposed,
before they are put into effect? I fully expect a new set of edicts
to emerge from the next board meeting. I will be suprised and delighted
if we get clear information and an opportunity to give advice on
solutions. I do not count the new councils as an opportunity to
give advice, because they extend that right only to a privileged
subset of members, not to ALL the advisory members.
The actions of the BoD for several months have been fully consistent
with Mr. Seeley's statement. He just expressed in words the guiding
principle of the Corporation's dealings with the advisory members
over the last few months. If his words had been contradicted rather
than supported by their actions, I would not have paid so much
attention to them.
I know Seeley is a hired gun - but who hired him? I know he does not
understand the SCA, but where did he get his impressions of how it
works?
(Agnes of Ilford has still not heard of the SCA, but has heard of
lawyers. She thinks they push the positions their principals tell
them to push.)
SandraDodd
pa...@equalizer.cray.com (Patricia Shanahan) writes:
<<<<<<This paragraph makes it clear that, in the eyes of the SCA
Inc., there is no such connection. All it owes us is TI,
in the same sense that all that the National Geographic
owes its members is magazine delivery.
>>
If this is the case collection of fees from people attending
events for the benefit of SCA Inc. is totally unfair and
unjustified. Only people who want TI should be expected to
pay anything to SCA Inc, just as only people who want
the National Geographic Magazine are expected to pay anything
to National Geographic.
>>
If this is still the SCA's position when my membership comes
up for renewal, I shall look very closely at whether the
TI is good value-for-money, regarded as the sole reason for
me to pay dues to the SCA.>>>>>>
This was not the position of the SCA. This was the opinion of the lawyer
who was instructed by Tony Provine.
This is not the position of the SCA.
SandraDodd
writes:
<<I wonder what he WOULD count as
a "reasonable purpose" for inspecting the books,>>
Tony Provine apparently was sold big-time on board members as the only
members, and he advised me that there might be times when as executive
director I would need to tell members of the board who might want to see
the financial records that their request wasn't reasonable. I didn't
bother to argue with him; I just filed it under Extreme Lack of
Understanding of our group.
Things will get better.
AElflaed
Iain Odlin
>[transcript deleted]
After reading this, I have but two questions.
(1) Has Seeley been "thanked for his services" yet as well? If not, why
not?
(2) What's happened since? Seeley undoubtedly sat on it... Have the books
actually been seen yet?
--
------------------------- Iain Odlin, od...@reed.edu -------------------------
42 Clifton Street, Portland ME 04101
-------------------- "You fool... We *all* have swords!" --------------------
SandraDodd
pa...@equalizer.cray.com (Patricia Shanahan) writes:
<< I do not count the new councils as an opportunity to
give advice, because they extend that right only to a privileged
subset of members, not to ALL the advisory members. >>
I think having a person in each kingdom specifically to gather the best
ideas and suggestions of each kingdom and to be in regular communication
with corporate officers and the board (so they can carry information back
out without having to wait for a board meeting) is a step forward. I
think it's a worthy experiment (Interkingdom Advisory Council).
AElflaed
da...@telerama.lm.com
>This was not the position of the SCA. This was the opinion of the lawyer
>who was instructed by Tony Provine.
I apologize if I'm repeating myself, but how do we know when a Corporate
communication (e.g., the statement issued on behalf of the Board by
Provine) represents the position of the SCA and when it does not? Are
we supposed to guess? Four times a year the Directors meet briefly and
make their collective will known: What determines whether a statement
issuing from a Director or a support professional the other 350-odd days
is or is not the position of the SCA?
-----
Dani of the Seven Wells
da...@netcom.com da...@telerama.lm.com
The inability of snakes to count is actually a refusal, on their part,
to appreciate the Cardinal Number system. -- "Actual Facts"
E. F. Morrill
^
>This was not the position of the SCA. This was the opinion of the lawyer
>who was instructed by Tony Provine.
>This is not the position of the SCA.
But, it HAS BEEN and until WRITTEN denial to the contrary is offered
continues to be the Postition of the SCA, INC., via it's officers and
legal council. It may not be the position of the SCA (a group of people
dressed in archaic clothing, addressing each other as milord and milady),
but as demonstrated in open court, is the Official Position of those
responsible for the 20th century governance of the Society for Creative
Anachronism, Inc.
A lawyer works for his/her client. A lawyer argues the positions that
his/her client wishes to be heard. That's what they get paid for. An
Alledged mobsters' argues that his client was "just visiting his mother
on mulberry street". A lawyers' job is to carry out the wishes of his/her
client. Mr. Seely(sp), surely did not come up with the National
Geographic allegory by himself. HE was directed to argue the case the way
he did. (Seldom do you hear of a lawyer saying "Oh-Hell, my client's
guilty as sin. Here's the evidence to convict him; Ladies and gentlement
of the jury, why don't you just convict my client now and send him to
jail for life? - they may call it plea-bargaining, but...)
And until the Board of Directors of the SCA, Inc., come forth with a
statement to the disclaim the actions of Mr. Provine and Mr. Seeley(sp),
The official position of what the SCA, Inc., owes its members is the
Magazine called TOurnaments Illuminated.
I think that is what has everyone in an up-roar.
Granted:
Mr. Provine is no longer with us.
The new exc-dir is someone who understands our game.
Nothing, and I mean nothing, changes overnight.
However, there have been, over the years, many nominees for the Board, who
are/were willing to discuss change. People who understand the difference
between SCA and SCA, INC. . Where are these people now? Why are they not
on the Board? Will at least one of the "loyal Opposition", be asked to
sit on the Board after the July Meeting? I don't know. We can only hope.
I say, that most people don't care about who sits on the Board, until
faced with {paraphrased}"we have to raise your membership some 60%
because we're short of money".
----THEN----
People get irate. They want to know, WHY, we're short of money? THe last
budget in TI didn't indicate that.
People want to know, HOW, did we become short of money?
People want to know, HOW DID YOU(the BOD)let us get short of money?
People want to know, WHAT GIVES?
If ya don't give the people the answers, then they csn only think you're
hiding something.
I know- - - I want to know. I want the BOD MINUTES BACK!!!!!!!!!!
Yours,
EDWARD Z
--
E. F. Morrill Icon God of the Theatre World
Husband of Elizabeth McMahon, High Fashion Designer
aka Viscount Edward Zifran of Gendy, KSCA, OL, OP, ETC
Husband of Mistress Elizabeth Talbot, OL
E. F. Morrill
{delitia re, SCA INC. obligation as to deliver the TI}
>This was not the position of the SCA. This was the opinion of the lawyer
>who was instructed by Tony Provine.
>This is not the position of the SCA.
Please, compose a statment to that effect, sign it yourself, as Executive
Director, and have the present Individual Board Members sign it, and
then have it published in the newsletters.
As a token of change and good faith. That might stop some of the outrage
of the BOARDS advisory membership.
YOurs,
david director friedman
Dani, responding to Aelflaed, asks "how do we know when a Corporate
communication (e.g., the statement issued on behalf of the Board by
Provine) represents the position of the SCA and when it does not?"
I think we have two different cases--the press release and Seeley's
testimony. The news release started out "FROM THE BOARD OF DIRECTORS
OF THE SOCIETY FOR CREATIVE ANACHRONISM, INC." It was posted on
behalf of the Executive Director, who is an agent of the Board. The
Board knew about it (I personally discussed it with two members). had
lots of time to disown it, and didn't. At that point, I think it is
an official statement from the Board, however many Board members may
privately say they disagree with it and did not authorise it.
Seeley's statement, on the other hand, even if it represents what the
Board wanted him to say, need not represent the Board's position in
any context other than the legal hearing. I do not think Seeley ever
said he was expressing the Board's views, although he did at one
point say he was expressing Provine's views. The Board is responsible
for his saying what he said, since he is their employee, but that
does not mean that what he said represents what the Board believes,
or what the Board would say in any other context. Presumably he was
instructed to find arguments that would convince the judge, not
arguments that were true.
Note also that, since the transcript just became available, there is
no reason to assume that anyone on the Board knew what Seeley said,
unless there was a Board member present at the hearing (anyone know
if there was?). The Board member I talked with was surprised when I
told him that Seeley claimed the litigation was responsible for three
Board members resigning--the resignations happening two weeks before
the litigation started.
David/Cariadoc
Mark Schuldenfrei
I wonder what he WOULD count as a "reasonable purpose" for inspecting
the books
sandr...@aol.com (SandraDodd) replies:
Tony Provine apparently was sold big-time on board members as the only
members, and he advised me that there might be times when as executive
director I would need to tell members of the board who might want to see
the financial records that their request wasn't reasonable. I didn't
bother to argue with him; I just filed it under Extreme Lack of
Understanding of our group.
Interesting. Tony is a professional Association Manager, in the state of
California. Yet he gave you advice (according to the above) which is
inconsistent with California Law in three different ways.
Honestly, the SCA could hardly be more pitifully mismanaged.
Things will get better.
Well, they could hardly get worse than they were.
Tibor
--
Mark Schuldenfrei (sch...@math.harvard.edu)
Mark Schuldenfrei
sandr...@aol.com (SandraDodd) writes:
This was not the position of the SCA. This was the opinion of the lawyer
who was instructed by Tony Provine.
This is not the position of the SCA.
With all due deference to you, AElflaed, yes it was the position of the SCA.
Its principal spokesman was the Executive Director:
2. Executive Director: The Executive Director is the
principal executive officer of the Society and shall supervise
and control all of the business and administrative affairs of the
corporation and oversee its internal and external public
relations. [Bylaws, March 1994]
When Tony Provine was in charge, I think we can all agree, the Corporation
acted as if we were to pay our money, shut up, and read the magazines.
Now, with you as ED, that position is undergoing some significant change.
It is, perhaps, a weakness of the ED position as currently constituted, that
the ED essentially embodies the Corporation.
Dorothy J Heydt
In article <1994Jul9.0...@midway.uchicago.edu>,
david director friedman <dd...@midway.uchicago.edu> wrote:
>Note also that, since the transcript just became available, there is
>no reason to assume that anyone on the Board knew what Seeley said,
>unless there was a Board member present at the hearing (anyone know
>if there was?).
There were a total of 4 spectators in the Courtroom that day.
They were:
Tony Provine
Gwendolyn the Ratkeeper
Eilis O'Boirne
Hal Ravn
--Hal Ravn
(Hal Heydt)
Susan Profit
<1994Jul8.0...@midway.uchicago.edu>
Organization: Eskimo North (206) For-Ever
Hi. Way back when, my mundane mother was working for the State of
Washington as a legal secretary for the Employment Security Attorney
General's office when they were required by the State to argue whether
benfits should or should not be offered for pregnancy. They were ordered
by the then Governor and then State Attorney General to argue that it
should not be covered, since it was only a medical condition for one
gender. Everyone involved from the Governor on down knew it was doomed
to fail. The support staff was livid at having to work on this piece of
nonsense that would have discriminated against each and everyone of them
when they had had to take pregnancy leaves. They went into court knowing
it was unwinnable. I attended the arguments. The poor A.G. arguing the
case was in over his head, and the Justices and he knew it.
*
I see much in common with the information given about the current
lawsuit and this experience from my past. The responses from the bench
have the same flavor, the responses from the SCA's attorney has the same
flavor. Fiona Drummond of Perth @}->- Laughter Heals
Susan Profit
wrote:
graduate as Kingdom Chancellor. Someone asked her, since there was a
minor problem arising, how would she handle the situation. The response
was very enlightening.
"First, you have to determine who is your client. In this case, it is
not the King and Queen, it is not the populace, it is the legal entity
AnTir, a subsection of the SCA Incorporated. It is not a person."
Others in the same position have held that their client was indeed the
King and Queen, or the populace. It would be very interesting to know
exactly who Seeley consdiers to be the client. Fiona Drummond of Perth
Suze Hammond
Quote:
EFM> From: ge...@panix.com (E. F. Morrill)
EFM> In <2vk5lv$3...@search01.news.aol.com> sandr...@aol.com (SandraDodd)
EFM> writes:
EFM> {delitia re, SCA INC. obligation as to deliver the TI}
>This was not the position of the SCA. This was the opinion of the lawyer
>who was instructed by Tony Provine.
>This is not the position of the SCA.
EFM> Please, compose a statment to that effect, sign it yourself, as
EFM> Executive Director, and have the present Individual Board Members sign
EFM> it, and then have it published in the newsletters.
EFM> As a token of change and good faith. That might stop some of the
EFM> outrage of the BOARDS advisory membership.
EFM> Yours,
EFM> EDWARD Z
Amen.
I know -I- would feel immeasurably better if the present Board would
-officially- distance itself from Provine's shenanigans.
I would feel a good deal better yet if they would show Mr. Seely the door.
I realize that it is a scary thing to fire an attorney while there are
still issues pending, but as a person with attorneys in the family, I can
assure you I would -never- brook someone working for me so consistantly
refusing to follow my instructions.
Mr. Seely's position in all of this is as part of the hired help. Mr.
Seely may be personally impressive (I wouldn't know) but his job
description puts him in the corporate "food chain" with the butler, not
some prelate of the Church. You wouldn't keep a butler who refused to
allow in the door those of your relations he didn't approve of, especially
if he did it many times, and you shouldn't keep an attorney who refuses to
follow your instructions repeatedly, especially in matters of principle.
He -doesn't- know better than all of you. He may know the law better (just
as a good butler may know tea service better) but he does not know the SCA
at all well, and he is therefore making faulty conclusions based on false
assumptions he has drawn from analogies that are just plain wrong.
(National Geographic indeed!)
I cannot emphasize how important it would be to us to be assured that the
present Board does not support the train of actions that lead -loyal- SCA
members to sue their organization.
I don't know if you were reading the Rialto when this all began, but there
was a great deal of soul-searching by the plaintiff group before they went
the whole distance to a suit. They very much did -not- want it to go that
far. And not just because of the money.
It's sort of like suing your mother. :-(
(I will also caution you that there may very well now be ego involved in
Mr. Seely's actions. He has lost what is being heralded as a -landmark-
suit. He will not likely care to remain on the records <forever BTW> as
losing such a case. Please be wary of any possibility that he may be
operating in his own interests, legal-reputation-wise, especially since he
might very well be doing so unconsciously...)
.. These opinions are my own. That's my story and I'm sticking to it!
.. Moreach NicMhaolain
Michael Chance
argue a position which they know to me unwinable.
While I, too, believe that this was the position that Mr. Seely was in,
it is very telling to note that Tibor, who is not a lawyer and is
merely self-educated in the rudiments of non-profit associations law
and IRS codes (and was a plaintiff in the case, as well), was able to
construct a better argument in defense of the Corporation's actions
then did Mr. Seely, a lawyer for 30 years who (according to one
listing) practices exclusively associations law.
Makes one question the worth of the rest of the legel advice the
Corporation has been getting over the last few years, doesn't it?
Mikjal Annarbjorn
--
Michael A. Chance St. Louis, Missouri, USA "At play in the fields
Work: mc3...@sw1stc.sbc.com of St. Vidicon"
Play: ab...@freenet.hsc.colorado.edu
mch...@nyx.cs.du.edu
da...@telerama.lm.com
>Mr. Seely....has lost what is being heralded as a -landmark- suit. He will
>not likely care to remain on the records <forever BTW> as losing such a case.
First I've heard that this is being heralded as a landmark suit. By whom,
and where?
Patricia Shanahan
Great!
I am also very glad to see that the SCA is at least attempting to
comply with the court order. I consider financial openess to be
extremely important in any organization that wants any of my
hard-earned money.
I doubt whether you will have had time yet to think this question
through, but I am going to ask it to see if you know yet:
What duties, moral or legal, if any, do you consider that the
SCA Inc. owes its advisory members?
(Agnes of Ilford still does not trust lawyers)
Patricia Shanahan
I would be extremely wary of having ANY financial dealings with an
organization that lets one individual get this sort of control over
the books. I hope policies will be revised to make sure that this
can never happen again.
Agnes of Ilford
Patricia Shanahan
The real issue is whether the members of the council will be required
to pass on all ideas, or only those which fit well with the customs
and policies of their kingdom.
Are they intended to supplement, or replace, any right of advisory
members to be informed and to give advice?
My ideas on the organization of the SCA Inc. regarded as a mundane
non-profit have much more to do with my general experience than with
anything kingdom specific.
(Agnes of Ilford has never heard of Interkingdom Advisory Councils,
and thinks profits are something only crass merchants worry about,
so are all nobles automatically non-profits?)
david director friedman
Mikjal Annarbjorn offers some evidence that the Corporation's
attorney is not doing a very good job.
I am told that the Board was led to believe it would win the suit;
the information is second hand, and might be wrong. If it is right,
it suggests that our attorney is either incompetent or dishonest. I
would be interested if anyone was in a position to confirm (or deny)
the information.
David/Cariadoc
Kevin Davis Connery
>I think having a person in each kingdom specifically to gather the best
>ideas and suggestions of each kingdom and to be in regular communication
>with corporate officers and the board (so they can carry information back
>out without having to wait for a board meeting) is a step forward. I
>think it's a worthy experiment (Interkingdom Advisory Council).
If and only if they* pay attention to the information.
I informed the board last year that the pay-to-fight issue was in violation
of the bylaws. It was obviously ignored.
--kdc
* I'll stop acting us-vs-them when the board does -- after all, I have no
rights....
--
| Kevin Connery | Quality must be designed | Not speaking for: |
| ker...@rahul.net | into software; it cannot | Integrated Systems, Inc |
| kcon...@isi.com | be patched on afterwards | Santa Clara, CA |
Kevin Davis Connery
>
>I say, that most people don't care about who sits on the Board, until
>faced with {paraphrased}"we have to raise your membership some 60%
>because we're short of money".
>
Perhaps. The reason -I- was upset was that the groundrules (bylaws) were
changed in such a way as to make the then-current situation unsupportable
by me. I would much rather the rates had been doubled than have them remain
where they were and have the participation rules changed. Again.
'course, it would have helped if there had been any evidence of need; that
could at least have justified SOME of the actions taken.
--kdc
Greg Shetler
>[Concerning the "magazine subscriber theory"]
>
>sandr...@aol.com (SandraDodd) writes:
> who was instructed by Tony Provine.
>
> This is not the position of the SCA.
>
"was", yes. "Is", no. Come on, you know better than this. Don't pin past
mistakes on the new personnel. Help them. Give them support. Give thenm
input. Don't just argue anbout the past....
[snip...]
>
>When Tony Provine was in charge, I think we can all agree, the Corporation
>acted as if we were to pay our money, shut up, and read the magazines.
>
>Now, with you as ED, that position is undergoing some significant change.
Indeed, and I think we can all agree it has already undergone significant
change, too. I have to apologize - I decided to reapond without reading the
whole of your message. I decided to post it anyway, to emphasize that the
current BoD and the current E.D. are not those who foisted the attitude and
poor decisions on us earlier in the year....
>
>It is, perhaps, a weakness of the ED position as currently constituted, that
>the ED essentially embodies the Corporation.
>
> Tibor
>--
>Mark Schuldenfrei (sch...@math.harvard.edu)
---
---------------------------------------->>
Mordock von Rugen, Hlaford, Outlands Fray
MKA: Greg Shetler
>From the Barony of Al-Barran, Kingdom of the Outlands
Once from Dun-Or, in Caid
Originally from Western Seas, in Caid
M R Dux! M R Not!
O S A R, C D Wangs? L I Be! M R Dux!
Jennifer Geard
>I apologize if I'm repeating myself, but how do we know when a Corporate
>communication (e.g., the statement issued on behalf of the Board by
>Provine) represents the position of the SCA and when it does not? Are
>we supposed to guess? Four times a year the Directors meet briefly and
>make their collective will known: What determines whether a statement
>issuing from a Director or a support professional the other 350-odd days
>is or is not the position of the SCA?
Now that the Board Minutes aren't being circulated, we can't even be sure of
what the Board has said at its meetings. Information is getting garbled as
it trickles down through the various levels of officers, and there is no
solid record of motions passed or statements made to act as a reference
point. Even those in the most exalted offices appear to be having difficulty
working out what the Board has said, so how are the people organising the
events meant to know what they should do at the gate-table?
Would it be fair to say that the Board has sacked its Herald, and those of us
sitting in the back rows are now dependent on the rumours passed back from
those privileged few in the front who can hear what's going on in this court?
Paine
==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==
Jennifer Geard blood...@sloth.equinox.gen.nz
Christchurch, New Zealand
Greg Shetler
equinox.gen.nz writes:
>
>Now that the Board Minutes aren't being circulated, we can't even be sure of
>what the Board has said at its meetings. Information is getting garbled as
>it trickles down through the various levels of officers, and there is no
>solid record of motions passed or statements made to act as a reference
>point. Even those in the most exalted offices appear to be having difficulty
>working out what the Board has said, so how are the people organising the
>events meant to know what they should do at the gate-table?
>
>Would it be fair to say that the Board has sacked its Herald, and those of us
>sitting in the back rows are now dependent on the rumours passed back from
>those privileged few in the front who can hear what's going on in this court?
Yes, this sounds accurate. The stuff they said they would put in the TI
(informal summary) just doesn't cut it. Let's bring back the minutes!
>
> Paine
> ==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==/==\==
> Jennifer Geard blood...@sloth.equinox.gen.nz
> Christchurch, New Zealand
---
Monica Cellio
>Don't pin past mistakes on the new personnel. [...] the
>current BoD and the current E.D. are not those who foisted the attitude and
>poor decisions on us earlier in the year....
But until they undo those poor decisions and make it more difficult for
such poor decisions to be enacted in the future, they support those poor
decisions implicitly. It's all well and good to say "these guys are
different", but after all that's happened a rational person will wait for
the proof instead of taking their word for it.
Ellisif
MR. SEELEY: ....This is an organization that is run by a board of directors.
This bylaw can be revised, amended, repealed tomorrow or today for that
matter...