Date: Wed, 6 Apr 1994 13:32-EDT
From: Marion.Kee@A.NL.CS.CMU.EDU
To: sca-reform@MIT.EDU, antir@kwantlen.bc.ca, calontir@unl.edu,
        carolingia@bloom-beacon.mit.edu, e5@uriacc.uri.edu,
        nordmark@ludd.luth.se, northshield@stolaf.edu,
        sca-west@ecst.csuchico.edu
Mmdf-Warning:  Parse error in original version of preceding line at A.NL.CS.CMU.EDU
Subject: Re: News Release 4/94 from Board
Message-Id: <765653548/kee@A.NL.CS.CMU.EDU>
In-Reply-To: "Guy Wells"'s mail message of 6 Apr 1994 08:43:20 U

Greeting from Marian Greenleaf to all on these lists:

The "news release" from the Corporate Office is not signed by any
particular individual or by the Board as individuals.  Mr. Provine is 
the person who requested it be posted.  He may or may not have written it. 
However, the contents of this release are entirely consistent with what
we know of Mr. Provine's views and approach to his job.  It contains 
a statement which I regard as an outright untruth, but which Mr.
Provine is already on record as regarding as fact:

>The SCA has complied with the Bylaws and responsibly discharged its
>obligations under them.  (1)

In addition, I seriously question the following statements:

>The Petitioners had been receiving information and cooperation from the 
>Board and corporate office at the time the Petitioners were taking steps 
>to file the Petition.  (2)

>The only valid issue in this matter is whether California
>law requires the SCA to provide the records in question.  (3)

My comments:

I regard (1) to be an outright falsehood on multiple grounds:

a) The Board has NOT "responsibly discharged its obligations" in any
general sense.  If it had, we would not be in this pickle right now.
It exercised a fiscal approach which was inadequate and did not meet
its obligation of responsible behavior.  It failed to live up to the
duties entrusted to it of protecting the Society.  Copora (NOT the
Bylaws) states that the Board will publicize changes to the Society's
governing documents in time to permit comment form the membership,
"under normal circumstances".  The circumstances went from "normal" to
"emergency" via arbitrary means, and in great haste.  There are plenty
of grounds for concluding that the membership has been railroaded.
Technical compliance with the governing documents of the Society has
been in effect, but the spirit of those documents has been grossly
violated in the current crisis.  (I do not impute the actions of the
Board to malice.  I believe that some or all of the Board members were
simply expected to function beyond their levels of expertise and 
competence.)

b) To answer the specific claim made in (1), under the Bylaws the Board 
is obligated to make the Books of Account available to members.  If, as
the Corporate Office has claimed in previous communications, this is a
matter open to legal "interpretation" (it is the word "member" which is
subject to such interpretation), then _a priori_ the common sense
interpretation is at least as valid as the Corporation's interpretation.
In addition, the interpretation of the advisory membership as "members"
is supported by internal evidence in the Bylaws themselves, by the
traditional interpretation of the spririt of the SCA governing documents,
and by this practical consideration: that permitting access to the 
Books of Account and other internal Coporate paperwork is a way
to both short-circuit the current crisis atmosphere and to obtain for
the Corporation the help it so desperately needs.

(2) is partially technically true:  the Corporation was communicating
with the Petitioners (or at least with some of them).  Thus,
information was being passed--even if it consisted mostly of refusal to
permit access to other information, form letters thanking them for
writing, other null-content communications, and implied threats.  So,
I will grant that the Petitioners were "receiving information from the 
Board and corporate office."  I strongly doubt that they were receiving 
"cooperation."   However, I am not a Petitioner or direct witness to
all of the interactions between the Petitioners and the Board.  So I
cannot, of my own direct experience, finger (2) as an outright lie.
I do consider (2) to be extremely questionable, and strong evidence that
the Corporation, at least, cannot be trusted to tell the truth--at least, the
truth in a form that most of us would recognize.  (Please note: this is
a skill which many mundane corporations value highly and reward well, 
when it is competently done.  There is an entire industry built around
it--advertising--and it is a cornerstone of many others.  No, I am not
a cynic; ask anyone who knows me well.  If I were a cynic, *I* would be
playing that game, too, and I don't play it.)

As for (3), I am not a lawyer and have only a minimum of legal
understanding.  Thus, I would consider it quite possible that to the
Court, the only issue will be whether or not California Law has been
satisfied.  I am not in a position to know whether California Law would
require the Corporation to obey its own governing documents--and if it
does, those documents are FULL of--riddled with--loopholes that make
the Corporation the sole interpreter of its own governing documents.
Thus, whether or not (3) is a lie depends on a couple of considerations
that I can see:

a) To what does "in this matter" refer?  If it means, "in the matter of
this court action", then (3) may well be literally true, IFF

b) The Court agrees with (3), which I have no way of knowing.  I also
do not know if the Corporation can have a way of knowing it.

c) If "in this matter" is interpreted to mean the entire crisis which
began with the Jan. 22 Board meeting (and has long roots back into the
history of the Society), then (3) is blatantly false.

I suspect that to the Corporation, "in this matter" does indeed mean "in
the matter of this court action", or at least that they would claim it
does if challenged.

I have one last comment on the content of this release.  I do not like the
fact that it refers to the Petition as a "suit".  This is in keeping
with the release's rhetorical approach.  The aim of that approach is
left as an exercise to the reader.

Please note that I am not accusing the Corporation of acting with malice.
It is patronizing us, stonewalling us and refusing to deal with us
in a straightforward way as befits the people who pay its bills and
whose benefit constitutes its _raison d'etre_.  Fear and incompetence,
in whatever forms, explain all of these actions; I do not need to resort
to assuming malice to explain them to my own satisfaction.

I hold that Mr. Provine is acting out of a mundane corporate tradition 
which I believe to be inherently corrupt.  It is not his fault that he was
hired; it's pretty clear he didn't know what he was getting into, and
that he does not want to be into it any longer than his current
contract stipulates.  This "news release" is a (deliberately created)
opportunity for the Corporation to posture.  It is posturing in a
highly predictable fashion.  I do not know if the Board is the direct
source of the contents of this release; as I stated above, I strongly 
suspect that Mr. Provine wrote it.  But it's being promultated
"on the Board's watch".  If they understood how angry it makes me to
read it--and I hope that I am not alone in that reaction--the Board
might well disavow it.  I'm not holding my breath.  I'm just going to
write another letter.

--Marian Greenleaf, O.P., etc.    6 April A.S. XXVIII (1994)
Principality of AEthelmearc, East Kingdom
(in fealty to the Crown of the East and the Coronets of AEthelmearc;
in service to the Society)

This statement may be reproduced freely in any SCA-oriented forum, in
its entirety.  Please re-distribute to other electronic lists.