Message-Id: <9404060657.AA05286@bloom-beacon.mit.edu>
From: hablutzelml@attmail.com (Margo Lynn Hablutzel )
Date: 6 Apr 94 06:49:30 GMT
To: antir@kwantlen.bc.ca, sca-west@ecst.csuchico.edu,
        carolingia@bloom-beacon.mit.edu, calontir@unl.edu,
        nordmark@ludd.luth.se, northshield@stolaf.edu, e5@uriacc.uri.edu,
        jaymin@maths.tcd.ie, lgrant@lanczos.maths.tcd.ie, rgoff@mcimail.com,
        71233.3035@compuserve.com, MMs6824@tntech.edu
Phone: +1 312 220 9140
Fax-Phone: +1 312 220 9261
Subject: Letter from CURB
Content-Type: text

PLEASE, don't flame me if you don't like this.  I am just the messenger!

The following letter may be circulated as widely as you choose:

	Unto all gentles of the Knowne World from the Committee Urging a
	Responsible Board (CURB), Greetings!
 
As you are probably aware by now, the decisions made by the Board of
Directors at their January 22 meeting have caused much consternation
within the Society.  Many members of the Society have been "meeting"
online on Compuserve to talk about these decisions and what all of us, as
members of the Society, might do about them.  We represent a wide variety
of Societal ranks, most of the kingdoms, and several countries.  

This letter is an interim report on several proposals which we have been 
discussing to bring about reform of the Society's structure without
endangering the Society itself.  We would appreciate it if you would share
the contents of this letter with the members of your group, and discuss
these proposals freely. 
 
Many people, when they heard about required membership and pay-to-play, had
strong, even drastic, initial reactions.  Some talked about giving up 
medievalism for good, some about starting up another organization.  But
many of us enjoy the Society.  We could not give up the fun we have in it,
nor did we think that another organization would ever feel quite the way
the Society does. 
 
We were, and are, irate about many of the things the Board has done, its
casual attitude toward the membership, and the callous manner with which
the Executive Director and Corporate Attorney have denied all requests for
information.  But anger, even justified anger, is not a good basis on
which to build reform. 
 

HISTORICAL SUMMARY

The Board of Directors met on January 22, 1994 for their regularly
scheduled winter meeting, approval of the 1994 budget being the main item
on the agenda. The actual discussion of the budget was done in executive
session, and only the directors know the full details of what went on.  

During the discussion, the Board became convinced that the budget was very
much out of balance, and that extra income was required.  After quickly
(and perhaps superficially) considering other options, the one on which  
they settled was mandatory membership and at a higher subscription rate.  
They then went into open meeting and presented their decisions to the
people in attendance.  Their defence of their decisions was that there was
a financial crisis, and that this was the only way to meet it.

This new rule required a change in the By-Laws of the Corporation, being a
fundamental change in the Society's organization.  Such a revision of the
By-Laws requires notice to, and commentary from, the members ofthe Society
before it can be voted on.  Not only was this not done, but the proposal
for mandatory membership was not even on the agenda, and most of the
directors only learned of it at the meeting.  

While the By-Laws allow for such changes in the case of "emergency", which
is the reason the Board used for not requesting commentary, it has become
apparent that there was time for such discussion.

A letter, dated January 27, 1994, was sent to all members of the Society,
attempting to justify the Board's actions.  It included a summary of the
budget proposed for 1994, considerably higher than those of prior years. 
The letter indicated that there were increases in some expenses and that
some expenses were new, but the budget figures themselves did not detail
these changes in any meaningful way.

This letter, incidentally, cost at least 70 cents to print and mail, and
was sent to every subscriber and associate member.  This is some 18,000 -
20,000 copies, including multiple copies to many households.  The minimum
cost was at least $12,600, possibly more, at a time when the Board was
worried about expenses.  Several members of CURB have practical experience
in printing and mailing and are certain that a third of that expense could
have been saved; more if the duplicate letters had been eliminated.  

Even before the Board's letter was mailed, many people had heard about the
changes proposed, and they were upset.  In some kingdoms petitions calling
for the impeachment of the entire Board were circulated.  A great many
people from all the kingdoms of the Society wrote to the Board, expressing
their displeasure and seeking a better explanation of the Board's actions.

At Estrella War, February 19, 1994, the kings of eleven of the thirteen
kingdoms agreed to demand that the Board immediately be expanded to
thirteen members. Though not stated explicitly in their statement, the
kings obviously intended to use the new Board members to repeal the
Board's decisions.   This proposal also caused some dissension, as it too
required a change in the By-Laws and consultation with the membership.

On March 2, 1994, during a conference call (the Board's way of handling
business between formal meetings), a motion was made and seconded to
consider rescinding the mandatory membership requirement.  This motion
will be voted on at the Board's April 16 meeting.  

Within the next few days, three members of the Board resigned.  Two had
voted in favor of mandatory membership, one had voted against it.  They
have been replaced by three new members.

Several people have written to the Executive Director (the head of the
Corporation) asking for copies of past financial statements.  They wished
to analyze the numbers themselves to determine if there really was a
financial crisis.  All such requests have been refused without explanation.

A group of Society members say that on March 24, 1994, they filed suit in
California to force the Board to release all financial information.  Many
people are dismayed at this lawsuit, as it puts the Board even more on the
defensive.  This will make it even harder to persuade them to listen to
any suggestions for reform.

This brings us to the present date, with the Board's April meeting soon
upon us.  Harsh words have been spoken in many quarters about the Board's
decisions, and radical changes to the Society have been suggested.  But if
we who make up the Society are to persuade our fellow members on the Board
to undertake any real reforms, we must be civil and moderate.  With this
in mind, please consider the following suggestions put forth by some of
your companions in the Society.


A SUMMARY OF THE REFORMS 
 
There are several areas in the relationship of the Corporation to the
Society which need reform: 
      1.  Financial accountability is one of the most important; we need
detailed budgets and annual accounts so that we can tell if the Board is
spending our money wisely or not. 
      2.  The manner by which Board members are selected should be changed
to allow more voice in the choice to the general membership. 
      3.  The responsibilities and field of action of the Board should be
more narrowly defined, so that it concentrates on truly corporate matters,
and leaves the day-to-day operation of the Society to the corporate and/or
kingdom officers. 
      4.  There should be a means whereby the populace of the Society can
impeach and remove a Board member for cause. 
      5.  Certain matters, such as fundamental changes to the membership
rules, should be submitted as a referendum to the membership; this would
provide the populace a chance to agree or disagree _before_ major changes
were made.
      6.  A new By-Law is needed to prevent the dissolution of the Society
in the event the entire Board should resign. 
      7.  The Corporate hierarchy should be re-aligned, with the expert on 
mundane matters, our current Executive Director, taking a secondary
position to the Society Seneschal. 
      8.  IF there is a financial crisis, another means of meeting it must
be found than mandatory membership. 
 
We do not have detailed solutions for all of these yet, but with your
advice we can build a better corporate structure for the Society.  Please
send your comments to the good gentle who mailed this letter to you.  He
or she will pass them along to the rest of us.   (If you have access to
Compuserve, you may reply directly to us in the Living History Forum,
section 13, Controversies.) 

 
FINANCIAL ACCOUNTABILITY 
 
We need full financial disclosure, past, present and future.  The
Corporation demands highly detailed reporting from every local branch. 
The same standards of reporting should apply to the Corporation as well.
This is not just a frivolous whim on our part, or idle curiosity.  The
Corporation is spending our money, and we should be told precisely how and
why that money is being spent.    
 
The budget should be available to the membership for discussion in advance
of the Board meeting at which it will be adopted.  Anyone should be able
to send in a request and a SASE and receive a copy of the budget a month
before the deadline for comments to the Board.  Not everyone will take
advantage of this, of course.  And not everyone will be familiar enough
with budgets to spot problems.  But we have enough people in the Society
who can analyze budgets, and who are interested, to keep the Corporation's
spending plans within OUR ability to pay. 
 
The Board should also publish in the kingdom newsletters quarterly updates
on the budget.  Is revenue ahead of expenses so far?  Have expenses risen
suddenly?  This sort of information will avoid the nasty surprise of
another "financial crisis."  If we can see a short-fall coming up, we can
devise more moderate means of handling it than were tried in January. 
 
Obviously, the Board members should be held responsible for their budgetary
decisions.  Not in the financial sense of having to make up any short-fall
out of their own pockets -- no one would be willing to serve under such
terms.  But rather in the political sense of being subject to removal for
incompetence.   

 
BOARD RESTRUCTURING
 
There are several changes which should be made to the Board and the way it 
operates.  We prefer a nine member Board, serving three year terms, with
three new members coming in every year.  We considered a director for
every kingdom, either directly chosen from each kingdom, or merely
equalling the number of kingdoms.  But we think that the continued growth
of the Society would eventually result in a Board of unmanageable size. 
 
The exact method of choosing the directors is still under discussion.  We
have generally agreed on having nominations come from the general
membership.  The mechanics of the actual election are more varied.  We
have discussed letting the Kings and Kingdom Officers of the several
kingdoms choose from the nominees, or letting the populace vote for their
choice.  Other proposals, some rather complicated, have also been put
forward; and there are surely some good ones we have not thought of. 

There have been strong arguments for and against both proposals.  Kings and
Officers should have a strong devotion to the Society and a good knowledge
of the best candidates from their kingdoms.  Yet, they may also play
favorites, and a domineering king may cajol his officers into accepting
his candidate.

Popular elections let everyone have a say in who is on the Board, and most 
members should also know who among their fellows is a good candidate.  But 
popular elections can be time consuming and costly, and can also turn into 
popularity contests.  We welcome your suggestions on this point most 
particularly. 

Along with the question of how to select the directors is the question of
how to remove them.  Impeachment of a director should not be undertaken
lightly, but it must always be an option available to the membership.  If a
Board member fails in his or her performance or violates the By-Laws, that
person should be subject to removal.  A set of rules for impeachment must
be established which will be easy to carry out, yet which will not permit
frivolous calls for impeachment.  It will not be easy to reconcile these
two contradictory aims.  This, again, is a matter deserving your keenest
attention and thought.  

More important, in many ways, than WHO is on the Board, is what the Board
can do, and can not do.  The function of a Board of Directors is to set
general policy and to receive sufficiently detailed reports to be aware
that the policy set is being carried out.  There is no need for any Board
to involve itself in the daily details of running an organization, nor to
check for compliance personally. 
 
One of the oldest complaints about the Board, going back to its beginnings,
is that it is too involved with the details of the Society.  In reality,
their position is that of caretaker, providing services in response to our
needs, and not making us change our ideas of the Society to suit their
convenience. 
 
The Society has taken on a life of its own, all of us deciding together
what rules we want to play by, what traditions and customs we want to
create, or keep, or abandon.  The Board's involvement in our daily life
should be minimal, restricted to the setting of broad standards while
letting us work out the specific rules on a kingdom by kingdom basis. 

We have corporate officers who have the responsibility for overseeing
the details of our activities.  They supervise the kingdom officers, who
in turn supervise the local ones.  The Board should only check on the
performance of the corporate officers, and only to see that they are doing
their jobs.  The Board should never get involved in running any corporate
office, but only replace any officer who is not performing properly.
 
By taking the Board out of the direct supervision of everything in the
Society, we will be making their job easier.  For once, they will have
more time to think about their proper function -- broad policy decisions.
Without minor details to distract them, they can devote more attention to
the major issues, such as planning the budget, or analyzing our growth. 
They will have fewer trivial letters to read, and so can afford to ask for
advice on the serious matters, and find time to read THOSE responses. 

To help provide this advice in a formal manner, certain matters which the
Board may consider must be placed before the membership in a referendum. 
This will ensure popular support for major changes, and prevent the Board
from arbitrarily changing the basic rules of the Society. 
 
Those parts of the By-Laws dealing with the selection of the directors, the
impeachment of directors, the holding of referenda, and the rules on
membership are all too vital to our general interests to be altered by the
Board unilaterally.  A referendum, published in the kingdom newsletters or
in TI, will be required to make any change to these matters.  A detailed
list of the "protected" By-Laws will need to be drawn up, perhaps
including some not mentioned above.  A plurality of the returned ballots
will determine whether a change is accepted or rejected.

Rate increases have not been included in this list.  Proper financial 
accounting and the ability to remove directors should provide a sufficient 
safeguard against unnecessary increases.  And this is a matter which is
within the Board's proper domain. 
 
As a further check on the Board's performance, copies of the official
minutes of Board meetings should be made available to all members who wish
to see them.  These minutes should give sufficient detail that those who
were not in attendance will be able to understand at least the main points
of the matters discussed. 

We need to add to the By-Laws a provision to prevent the automatic
dissolution of the Society in the event the entire Board should resign. 
This may seem very hypothetical, but we have just seen half the Board
resign.  Sudden natural disasters (earthquakes, tornadoes, etc.) could also
leave us without a Board.  We must have a procedure for quickly replacing
the Board in such a case.  These new members would be temporary, acting
only until new directors could be chosen in the normal manner.

These proposals have not been made with the intention of crippling the
Board of Directors.  They have a function in running the Corporation,
and their place cannot easily be taken by some other body.  We only wish
to make them more responsible to, and responsive to the wishes of, the
members of the Society. 

 
CORPORATE RESTRUCTURING 
 
Our brief experience with an Executive Director as head of the Corporation
has not been happy.  His ideas on many matters, including the relation of
the Corporation to the Society, have not agreed well with ours.  This may
have led to some of the problems we are currently having; it has certainly
aggravated them. 
 
We propose that the chief executive power be returned to the Society
Seneschal, as senior officer for the medieval aspects of the Society.  A
large part of the executive responsibilities revolve around the medieval
element of the Society, making it imperative that the person making the
decisions actually know and understand that element.  The expert on
mundane affairs, whose advice is needed on such things as insurance, tax
filings, contracts, etc., should be a vice-president. 
 
This will allow the mundane advice to be adapted to the Society's unique 
structure and customs, rather than forcing the Society to change
drastically to adapt to a mundane mold.  We exist as a Society to engage
in medieval re-creations.  Any change which would seriously alter our
ability to do this must be viewed from a medieval perspective first and
foremost, and not simply as being typical of a mundane corporation. 

One idea which has been proposed is to turn over many of the Corporate
administrative functions -- the Registry, the Stock Clerk, the bookkeeping
-- to a professional association management firm.  A rough estimate showed
considerable savings over what we are currently paying for these functions.

However, before we can evaluate the benefit of such a suggestion, we must
thoroughly investigate the firm, the services it can actually offer, and
obtain a solid projection of the cost.  Right now we have too little
information to tell if this is a truly good idea, or just an exercise in
wishful thinking.

 
FINANCING THE CORPORATION 
 
Before we can really discuss how to fund the Corporation, we must determine
what it's financial needs really are.  The financial accounting mentioned
above must be given to us, with a full, detailed budget request.  Without
knowing exactly what our current fiscal situation is we cannot make any
rational decisions about future funding. 
 
IF, after reviewing the accounts and the budget, we determine that there is
a need for increased income to the Corporation, we can decide on a means
of getting that income which is fair to all members. 
 
Most of us believe that mandatory membership is undesirable.  Using numbers
supplied by the former chairman of the Board, it seems the Board was
willing to lose over half the people currently involved in the Society. 
This is too drastic a change to be accepted.  We do not wish to force ANY
of our friends out of the Society. 
 
IF an increase in corporate revenue SHOULD be needed, there are several 
possible ways to obtain it.  A modest increase in the subscription rates is
one method.  Another possibility is a fee of $1 per head at all regular
events (not including demos, meetings, or practices).  This could raise
quite a lot of money, but could also add considerably to the individual
member's personal expense if he/she attends a great number of events. 
 
An alternative to this would be a tithe from each event of a certain amount
or percent of the event's income.  This could put a severe strain on the
budgets of small groups, and, if passed on to the attendees, would again
increase the individual member's cost. 
 
Other options for raising funds are also possible, but we must first
determine that these extra funds are really needed.  We should not be
increasing our personal expenses for unnecessary corporate expenditures,
nor be creating permanent fees to cover temporary fluctuations in the
corporate budget. 

 
CONCLUSION 
 
We make these proposals in the hope that they will help restructure the 
corporate part of the Society so that it can continue to help us enjoy our 
medieval activities.  We do not claim to have the final answers to all
these matters.  We welcome your suggestions to improve the answers we do
have, and to help us find good solutions to the problems that are still
unanswered. 
 
We believe that the Society, and the Corporation, can best be saved by
working within the existing framework.  We do not think that it is
necessary to tear everything down and rebuild the structure from scratch.
To do so might well prove disastrous to the whole Society. 
 
If you wish to see the Corporation reformed, write to the Board with your 
recommedations, and not just your complaints.  Be polite, and explain the 
reasons for your suggestions.  Write to us, as well, so that we can add
your opinions to ours.  The more ideas we all share about these matters,
the better our ideas will all become, and the clearer our reasoning. 
 
This reform process will take a long time.  Many of these proposals will be
placed before the Board at its April meeting, but there is no guarantee
that it will act on them immediately.  Some of these ideas represent major
changes in the way the Board and the Corporation work.  It may take
several months of letter writing to persuade the Board to adopt them. 
 
We must be patient with the Board.  Only it can enact these changes, and
it has a responsibility to act deliberately on major changes.  We must also
be diligent, and keep writing letters encouraging the Board to accept
these reforms.  A constant, CIVIL pressure will gain us more than rash and
rude complaining. 
 
 
Written by Edward S. Tonry -- Master Rory O'Tomrair, Baron Carraig Ban,
OP, Middle Kingdom, with the assistance and on behalf of the Committee Urging a Responsible Board:

Charles Thomas Alderson -- Baron (Ret.) Aldred von Lechsend aus Froschheim, 
	OP, -- Caid
Bambi Wimett -- Alisoun MacCoul of Elphane -- Atlantia
Terry L. Neill -- Anarra Karlsdottir -- West
Marshal A. Taylor -- Antonius Tesel, Baron of Starkhafn -- Caid
Bruce Probst -- Decion ap Dyfrwr Trefriw -- Lochac, West
Clayton Neff -- Duncan Bruce of Logan -- Calontir
Bruce D. Sinclair -- Duncan Mac na Ceardadh -- East
Peter M. Ellis -- Gavin Kilkenny of Kilcarren -- East
Glenn E. Overby II -- Giovanni Fontananera -- Middle
Kenneth J. Mayer -- Master Hirsch von Henford, OL, OP, Vesper Principal
	Herald -- West 
Janet M. D'Agostino-Toney -- Janet the Nameless -- West
John L. Vifian -- Jean Louis de Chambertin -- An Tir
John Radcliffe -- John FitzWiliam -- Caid
Kevin Connery -- Keradwc an Cai -- West
Rex Deaver -- Mathurin Kerbusso -- Calontir
M.I. Morey -- Baroness Morgan Alanna Morcheartaigh -- Trimaris
Phillip C. Reed -- Phillip the Pilgrim -- Middle
Don Humberson -- Ragnar Ketilsson -- East
Wanda Pease -- Mistress Regina Romsey, OL, OP, 5th Viscountess   Drachenwald
	 -- An Tir
Laurie A. Hupman -- Rose de LeMans -- West
Martin T. Higgins -- Thomas Hickson -- East
Jonathan E. Feinstein -- Yosef Alaric -- East