From: hamizrachi@aol.com
Sender: "hamizrachi" <hamizrachi@aol.com>
Message-Id: <9403162356.tn82959@aol.com>
To: carolingia@bloom-beacon.mit.edu
Date: Wed, 16 Mar 94 23:56:03 EST
Subject: Law suit filed against SCA, Inc.

Unto all who read these words, greetings from Yaakov.  His Excellency, Baron
Hossein Ali Qomi, Lion of Ansteora, has asked me to post these words.  (His
Excellency is on his way to Gulf Wars.)

A NECESSARY STEP

In its public pronouncements the Board has specifically claimed that the
primary reason for the policies adopted on January 22 is a financial crisis.
Since that time the Board has not presented the membership with a detailed
budget or accounting of the SCA, Inc.'s financial standing sufficient to
permit the membership to decide whether the claim of a financial crisis is
well-founded.  Since January 22 many members of the SCA have asked the Board
of Directors for access to the books of account as they should be permitted
under the By-Laws.  The Board has stonewalled every request.

The By-Laws of the SCA, Inc. state in Article X:  "The books of account may
be inspected by any member or member's agent, for any reasonable purpose at
any reasonable time." Whenever the By-Laws refer to members, (such as when
they talk about office holding, or who may become a member) they mean those
who have paid for a membership card. 

We report to you the status of one particular attempt to examine the books of
the corporation.

 On January 27, Monica Cellio (Mistress Ellisif Flakkari, OP) 
 faxed a request to the corporate office for access to "the   
  1994 budget, the books of account, and the independent audit
  of said books conducted recently," as the By-Laws and 
  California Corporations Code Sections 6333 and 6321(e)(2)
 
  provide.

 On February 28, Monica received from SCA, Inc. Executive 
 Director Anthon
y Provine a form to fill out and return 
 specifying exactly what materials were being sought.  Moni
ca 
 replied on March 1 with a request for access to:
  - The detailed balance sheets, acco
unts payable, accounts 
  receivable, and general ledger for 1992, 1993, and 1994 
  through F
ebruary 28, 1994;
  - All IRS Forms 990 and 990A filed since the founding of 
  the corporatio
n;
  - All data supplied to the auditors who recently 
  completed inspection;
  - The
 auditors' opinions and notes on the same, and 
  interim and final reports;
  - The 1994 budg
et, including all drafts;
  - Copies of all contracts for corporate expenditures that 
  ar
e current or were enacted within calendar 1992, 1993, 
  or 1994;
  - Current inventory of the
 Stock Clerk/SCA Marketplace;
  - All other documents or any other system of records, 
  in
cluding those in electronic or other form, which would 
  qualify under CA Corp. Code 6336.

 Sh
e also specified, at the SCA, Inc.'s request, three dates and 
 times at which her legal agent in California would be 
  available to inspect these  materials: March 2, 1-3 pm, March
  4, 1-3 pm, and M
arch 8, 1-3 pm.

 On March 8th, having received no response to her return of the 
 form, Moni
ca faxed a letter to Provine in which she stated: 
 "Because this request is time-sensitive and beca
use I have 
 been waiting for more than five weeks already, please name a 
 time within the next
 24 hours (before 4:30pm EST March 9, 
 1994) at which this inspection can be conducted by my age
nt 
 at your office in Milpitas.  If you do not do so, I will file suit
 to obtain the information."


 On March 10, Monica's legal agent in California, Wendy Roeder 
 (Gwendolyn the Rat-Keeper)
, went to the corporate office 
 in Milpitas to make  the request in person.  At that time 
 Pro
vine denied the request and handed  Wendy a letter to 
 Monica, which read: "This is to inform you that your request
 to inspect the SCA's books of account is respectfully 
 declined."  Even more galling was the date on the letter: 
 February 8, 1994, a full twenty days _before_ Provine faxed
 Monica a reque
st for additional information and asked her to
 name convenient   dates and times.  Monica h
ad not, at that
 time, ever received any such letter.

 Wendy also made a formal request on Monica's
 behalf for 
 copies of all the IRS Forms 990 and 990A filed by the 
 corporation since its f
ounding.  The SCA, Inc., like any other 
 501c(3) corporation, is required by the U.S. Tax Code to 
 maintain copies of these forms and to provide them to any 
 person who requests them whatsoever
.  Failure to do so is a 
 violation of 26 U.S.C. 6104(e), a federal law.  Provine denied 
 t
his request.

 On Wednesday, March 16, Earnest Goldsmith, A California 
 lawyer who specializes 
in non-profit corporation litigation, 
 called James Seely, the Corporate Counsel for SCA, Inc.  
Mr. 
 Goldsmith re-iterated the request for permission to see both  
  the books and the 990s, a
s required under the by-laws,  
  Federal, and California law.  Mr. Seely brusquely denied the 
 
request.  Mr. Goldsmith then counseled filing suit forthwith
  to force the corporation to comply
 with the law.

 On Thursday, March 17, Monica Cellio, a member of the
  Committee to Save Our Society, will file suit against the
  SCA,  Inc., its Executive Director, Anthony Provine, and its
  Corporate Secretary and Registrar, Renee Signorotti, in the
  Superior Court of Santa Clara County (Milpitas), asking that
  the Court order the corporation to make available to the
  membership the financial records which it is required to
  make available under the By-Laws and California
  Corporations Code Sections 6333 and 6321(e)(2).  The
  Executive Director and the Corporate Secretary and Registrar
  were named in the suit because, as officers of the
  corporation, they are legally responsible for the safekeeping
  of the documents in question.

This action was not taken lightly or without due reflection.  The Board
refuses to obey its own by-laws and federal and state laws.  The membership
has a right to know how the Board has spent the money we have contributed.
The Board is not above the law.


In Service to the Society and for the Committee to Save Our Society,

Hossein Ali Qomi
(Gregory Rose)