Date: Fri, 11 Mar 1994 10:09:03 -0500
From: mittle@watson.ibm.com (Joshua Mittleman)
Message-Id: <9403111509.AA21984@blinn.watson.ibm.com>
To: cclaus@willamette.edu, hablutzelml@attmail.com
Cc: 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
Subject: What the Board could and couldn't do
Reply-To: mittle@watson.ibm.com


Greetings from Arval! Morgan Cain wrote:

> 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.

You are wrong.  The procedures for choosing directors are in Board policy,
not the bylaws and not Corpora.  Policy is not binding and can be ignored
under special circumstances (which these arguably are).  In any case, there
is nothing that required them to act in haste.  Waiting two or three weeks
to get adequate input from the membership or its representatives would
clearly have been an act of wisdom.

> 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."

Nonsense.  The problems are not and never were related to the particular
people who sit on the Board and no one has suggested otherwise; they are
fundamental problems with the corporate structure.  In any case, as you may
not have noticed in my posting: All three of the new directors explicitly
requested input from the populace.  In calling for letter-writing, I am
merely asking people to heed their requests.  Continuing the impeachment
drive, on the other hand, has nothing to do with the new directors since
they are not named on the petitions; it is directed at the old directors
who got us into this mess.

	Arval.

===========================================================================
Arval d'Espas Nord                                   mittle@watson.ibm.com