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Date: Thu, 31 Mar 94 23:45:05 EST
From: greg@bronze.lcs.mit.edu (Greg Rose)
Message-Id: <9404010445.AA23212@bronze.lcs.mit.edu>
To: NORTH@bransle.ucs.mun.ca, antir@kwantlen.bc.ca, calontir@unl.edu,
        carolingia@bloom-beacon.mit.edu, e5@uriacc.uri.edu,
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        nordmark@ludd.luth.se, northshield@stolaf.edu, sca-reform@MIT.EDU,
        sca-west@ecst.csuchico.edu
Subject: Non-Disclosure Disclosure

Unto the good gentles of the Known World does Baron Hossein Ali
Qomi and the Committee to Save Our Society send greetings!

The Board of Directors of the Society for Creative Anachronism,
Inc., agreed to allow one of the plaintiffs in the petition for a 
writ of mandamus a single visit to inspect the books of the Society. 
Accordingly, Wendy Roeder visited the offices as agreed, on Wednesday, 
March 30th.

Despite repeated promises, the corporation did not permit that 
inspection.  Mr. Provine provided photocopies of the relevant IRS 
Form 990s as he is required by California law.  Some of these forms 
were still incomplete.  Mr. Provine also provided four pages of a 
report from the accounting firm of Ashby & Sullivan, and an 
explanatory cover letter from that firm.  That cover letter included 
the astonishing admission that

	A compilation is limited to presenting in the form of
	financial statements information that is the representation
	of management.  We have not audited or reviewed the
	accompanying financial statements and, accordingly, do not
	express an opinion or any other form of assurance on them.

	Management has elected to omit substantially all of the
	disclosures required by generally accepted accounting
	principles.  If the omitted disclosures were included in the
	financial statements, they might influence the user's
	conclusions about the company's financial position, results
	of operations, and cash flows.  Accordingly, these financial
	statements are not designed for those who are not informed 
	about such matters.

In other words, the corporation won't even disclose financial
information _to its own accountants_ which would allow anyone to
independently determine if there are substantial irregularities.

I spoke with John Fulton on the evening of March 30 and he told
me that we were supposed to have received access to the books and
budgets.

John Fulton is an honest man, and I believe in his good
intentions, but enough is enough.  Mr. Provine gave us nothing
but a PR handout which even the accountants won't stand behind,
F"2
done that).

If Mr. Provine is thwarting the Board's alleged desire to open
the books for inspection, then let the Board fire him _now_.  And
open the books _now._  

If the Board is just stringing us along, it's time for them to
put up or shut up.  If the Board continues to act as if it is
hiding something, then reasonable people will assume that the
Board _is_ hiding something.

We don't know why the Board refuses to make full disclosure.  One
possibility is past or current criminal wrongdoing.  Another
possibility is that the books are in such shabbles that they
would be ipso facto proof of the Board's historical lack of
competence and fiduciary care for the corporation.  In either
case it is _our_ money and we have the right to know the facts --
all the facts, not just what the Board finds convenient to tell
us.

If the Board is concealing criminal wrongdoing or fiduciary
irresponsibility, then the mundane authorities should be involved
immediately.  Children hide their mistakes because they fear
punishment.  Adults admit their mistakes and try to fix them.  We
have less to fear from the mundane authorities than from a
corporation run by children.  This is a real moral problem for
many of us.  If the corporation behaves as if it is concealing a
crime, are we abetting that concealment by failing to involve the
mundane authorities?

If the Board is concealing past wrongdoing, impropriety, or fiduciary
irresponsibility, then it should approach the mundane authorities
immediately to resolve the problems and prevent bigger problems. 

If the corporation continues to stonewall and refuse disclosure, 
then it will only strengthen the impression that it has something 
important to hide.  If the corporation continues to stonewall and 
refuse disclosure, then we will have no choice but to bring the 
matter to the attention of the appropriate authorities -- the Office 
of the Attorney General of the State of California and the U.S. 
Internal Revenue Service.  If we ask for help to fix our problems 
now, we can get them fixed with the least possible bother.  If the
corporation continues to conceal our problems, the authorities
will become involved inevitably -- and we will look like we all
had guilty knowledge.

Full disclosure saves the SCA, Inc.  Concealment destroys it.

The choice _is_ that simple.

In Service to the Society, and for the Committee,

Hossein Ali Qomi,
Baron, Lion of Ansteorra
Chairman, CSOS
(Gregory Rose)
