From: schuldy@zariski.harvard.edu (Mark Schuldenfrei)
Message-Id: <9403111617.AA05101@math.harvard.edu>
Subject: Re: The recent past and the near future
To: hablutzelml@attmail.com (Margo Lynn Hablutzel)
Date: Fri, 11 Mar 1994 11:17:39 -0500 (EST)
Cc: cclaus@willamette.edu, mittle@watson.ibm.com, 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, sca-reform@MIT.EDU, jaymin@maths.tcd.ie,
        lgrant@lanczos.maths.tcd.ie, rgoff@mcimail.com,
        71233.3035@compuserve.com, MMS6824@tntech.edu
In-Reply-To: <9403111502.AA02598@MIT.EDU> from "Margo Lynn Hablutzel" at Mar 11, 94 02:48:27 pm
Content-Type: text
Content-Length: 6286      

  With due respect, there was nothing else under either the SCA, Inc., 
  documents nor the laws of California that the Directors could have done!  
  With an undersized Board, they could take no action, including 
  consideration of the "Estrella Proclamation."  They could not either 
  alter the By-Laws to provide for a different method of selecting 
  Directors, nor could they accept persons upon whom the advisory 
  membership had not been offered the opportunity to comment.  Any person 
  who had not been a Director or was not on one of the list of nominees 
  would lack that possibility.  At least there has been the possibility, 
  now or in the past, of commenting upon the persons selected.

The Bylaws restrict the domain of people who can be selected to paid
participants, over 21, etcetera.  The methodology for appointment and
consideration is a policy.  As I wrote on the Rialto, one can violate a
policy with no legal ramifications.

Now, of course, one shouldn't violate this policy without great need.
However, I believe that this is the first time the Board was below quorum,
the first time 3 directors resigned all at once, and the Society is in
arguably one of the deepest crisis it has been in in years.

Certainly, the Board could have loosened up enough to listen to the Crowns.
They certainly could have contacted all the Crowns before the meeting. And
certainly, they could have waited more than the minimum 72 hours, giving the
membership some time to respond. Instead, they gave no notice at all, and
avoided consultation with the Crowns.
  
  Additionally, a corporation cannot continue without a President or 
  Treasurer, as the SCA, Inc., had been forced to do by the resignations.  
  These are the two statutorily-required offices, and it could be 
  construed as malfeasance to allow them to continue unfilled.

As we all are perfectly aware, I am not an attorney.  But it seems to me
that malfeasance would constitute failure to appoint before the next
regularly scheduled meeting, or to fail to appoint new officers before the
conclusion of the next meeting of the quorum.  As it is right now, we have
no Treasurer or President, yet, because there has been no meeting of the new
quorum of Directors.  I think, perhaps, you used the term with a little too
much freedom.

Malfeasance means violation of law, willfully, according to my online
dictionary.  It isn't Black's Legal Dictionary, but it is the best I have.

Actually, though, you have pointed out an excellent critique of the
reorganization of the Board.  We used to have a separation between the
officers and Directors. Now, they are the same thing. So, whenever we lose
enough Directors to be below quorum, we have probably lost required officers
as well, and cannot appoint them.  It is a structural problem, caused by the
consolidation of power over the Society.  Perhaps that consolidation was
malfeasance: I don't know.
  
        Arval
  	>> All the offending policies stand: compulsory membership,
  	>> pay-to-fight, the membership fee hike, the restriction of Board
  	>> minutes, the new exchequer reporting policies, the SCAM,
  	>> renting the mailing list, etc.
  
  Yes, but some have been stayed pending the April Board Meeting, and the 
  more egregious ones have not been implemented.

Absolutely true. However, this misses the key point: the Board of Directors
met on March 2nd. They made no attempt to fix even the simplest of problems
caused by the January 22nd meeting.  The sole attempt to address the most
minor point was postponed until April. And, we have no idea if Randall's
proposal was substantive in its change, or merely decorative. It's mere
existence really doesn't change anything one way or the other. It's
postponement speaks volumes.
  
  
  In other words, don't give the new Directors time to get up to speed and 
  determine what steps to take.  It seems almost as if Arval is asking 
  that we tell the new Directors, "because you are a Director and you were 
  chosen by the previous Directors, you are de facto a bad person."  What 
  other interpretation can they make of the fact that the impeachment 
  drive continues?  It is really not fair, IMHO.  It is as if those of us 
  asking for change were told, "you are just a hotheaded radical who 
  doesn't care that the Society is not longer a backyard club, and you 
  need to get your head out of the 1960's."

This isn't fair of *you*. The current Directors are ignoring the letters we
send. Perhaps the new Directors will be more open, since (except for one)
they have no vested interest in defending the decisions of January 1992.

There is nothing radical or unfair about saying: the Directors who resigned
have received feedback from the membership. Let's make sure the new
Directors get the same feedback.
  
  I would preach a more moderate line: Let's give them a chance.  If we 
  put unnecessary pressure on the Board, they could decide that the 
  advisory membership is so hostile and unworkable, there is no hope of 
  finding a solution to the problem.  They may very well say, "the plans 
  are in place, tough" -- and I really don't want to see that.

I want to give them a chance, but only after they are fully informed.  Fully
informed means hearing from the membership.

Also, if the Board finds the participants to truly be hostile and hard to
deal with, one would hope they would realize that without participants, they
are King Log and King Stork.
  
  If we are really committed to mending the Society, we should let the new 
  Directors have a chance to get up to speed.  Continuing with the 
  impeachment petitions at this time, or an immediate barrage of demanding 
  letters, could hurt the cause of change.  Sometimes when you put enough 
  of a siege on people, they prefer to all die and destroy the culture 
  than to capitulate.  Let this not happen here.

I find the opposite to be true.  For the Directors cannot destroy our
culture: we would take it someplace else.  I don't know about you, but I
intend to meet with, and learn from the members of my local group, whether
there exists an SCA, Inc. or not.

We still have the task of convincing the Old Directors, and the new task of
educating the New Directors before their positions harden.

	Tibor