Message-Id: <9403111845.AA10754@bloom-beacon.mit.edu>
From: hablutzelml@attmail.com (Margo Lynn Hablutzel )
Date: 11 Mar 94 18:43:02 GMT
To: schuldy@zariski.harvard.edu (Mark Schuldenfrei)
Cc: cclaus@willamette.edu, mittle@watson.ibm.com, antir@Kwantlen.BC.CA,
        sca-west@ecst.csuchico.edu, carolingia@bloom-beacon.mit.edu,
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        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
Phone: +1 312 220 9140
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Subject: Re: The recent past and the near future
In-Reply-To: your message <9403111617.AA05101@math.harvard.edu> of Fri Mar 11 11:17:47 -0500 1994
Content-Type: text

cumstances (which these arguably are).

Ah!  So having argued for all of these weeks that we are upset
that they disregarded past practice and procedure, you are now
insisting that they should have disregarded past practice and
procedure?  Just because it is not written in Corpora does not
mean that it can be ignored, any more than Kingdom laws can
be ignored.

	A >> In any case, there is nothing that required them to
	A >> act in haste.  Waiting two or three weeks to get
	A >> adequate input from the membership or its
	A >> representatives would clearly have been an act of
	A >> wisdom. 

From a corporate law standpoint, this is unacceptable.  You
insist that a corporation go without a President and Treasurer
for several weeks, immediately before a Board meeting and
immediately before the deadline for filing the corporate tax
and financial papers.  You insist that the corporation go
without a full Board in most of the last few weeks before a
Board meeting -- later in your posting complaining that they
have not addressed the "Estrella Proclamation," which under
the By-Laws THEY COULD NOT DO with only three Board members.


	A >> In any case, as you may not have noticed in my
	A >> posting: All three of the new directors explicitly
	A >> requested input from the populace.  In calling for
	A >> letter-writing, I am merely asking people to heed
	A >> their requests.

I did notice that, but it appeared to be inextricably
intertwined with the impeachment petitions.  I wanted it clear
that you are not trying to automatically impeach the new Board
members.  Which leads to:

	A >> Continuing the impeachment drive, on the other hand,
	A >> has nothing to do with the new directors since they
	A >> are not named on the petitions; it is directed at
	A >> the old directors who got us into this mess.

Given that the remaining ones have indicated that they are
willing to work on the situation, as have the three new ones,
wouldn't be more courteous to wait on the impeachment
petitions until after the Board meeting?  Your call to
continue appears to be asking that we not give the Board
members the chance to work, and that's not fair.
============================================

Tibor also responded to my posting, and for convenience I will
respond to his words here:

	T >> The methodology for appointment and consideration
	T >> is a policy.  As I wrote on the Rialto, one can
	T >> violate a policy with no legal ramifications.

While it is true that a policy can be violated or ignored, do
we really want to encourage this type of action?  There has
been enough protest of the Board's actions in circumventing
the By-Laws and Corpora -- where are we to draw the line?  I
think that if we are going to require the Board to follow What
Is Written, we cannot make exceptions to suit our whims and
convenience.  You gave good arguments for the exceptional
nature of the circumstances, but didn't the Board do the same
to justify the precipitous decisions of January 22nd?

	T >> They certainly could have contacted all the Crowns
	T >> before the meeting. And certainly, they could have
	T >> waited more than the minimum 72 hours, giving the
	T >> membership some time to respond. Instead, they gave
	T >> no notice at all, and avoided consultation with the
	T >> Crowns. 

My understanding is that they tried to Consult with the
Royalty, but felt time pressure to make a decision, so may not
have spoken to all.  The Board members did not "avoid
consultation with the Crowns."  And I certainly had time to
get my opinions to the Board members, so I disagree with the
last portion of your argument.  We DID know before the meeting
that it would occur, and if you wanted strongly enough to be
heard, you could be.  As for waiting more than 72 hours, see
what I wrote about to Arval about danger to the Corporation.


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

Not from the standpoint of Corporate law.  I am not going to
upload a treatise, only to point out that your possible
timelines could lead the SCA, Inc., into deep trouble.  If we
are trying to work together to maintain the Society, forcing
the corporation into receivership is not the way to proceed.


	T >> Actually, though, you have pointed out an excellent
	T >> critique of the reorganization of the Board.  We
	T >> used to have a separation between the officers and
	T >> Directors. Now, they are the same thing. So,
	T >> whenever we lose enough Directors to be below
	T >> quorum, we have probably lost required officers as
	T >> well, and cannot appoint them.  It is a structural
	T >> problem, caused by the consolidation of power over
	T >> the Society.  Perhaps that consolidation was
	T >> malfeasance: I don't know. 

Either do I, and I'm not sure I want to analyze this on top
of everything else.  It is one of the things that I think
could be addressed in a possible restructuring of the SCA,
Inc., resulting from talks between the Board and
representatives of the advisory membership.  If nothing else,
I think that the burden of being Officer and Director is too
much for any person to handle in a corporation of this size. 
[NOTE: That was a PERSONAL opinion, not a LEGAL opinion!]


	T >> The Board of Directors met on March 2nd. They made
	T >> no attempt to fix even the simplest of problems
	T >> caused by the January 22nd meeting.  The sole
	T >> attempt to address the most minor point was
	T >> postponed until April.  And, we have no idea if
	T >> Randall's proposal was substantive in its change,
	T >> or merely decorative. It's mere existence really
	T >> doesn't change anything one way or the other. It's
	T >> postponement speaks volumes. 

Except that we have a very different Board now, addressing the
issue.  I think that the fact it was postponed is actually
good; my understanding is that when it appeared the motion
could not succeed, it was tabled for further action at the
April Board Meeting.  Had they acted, the motion would have
failed, and we'd be even further behind.  Now there is a
change that the actions will be reconsidered.

	T >> There is nothing radical or unfair about saying: the
	T >> Directors who resigned have received feedback from
	T >> the membership. Let's make sure the new Directors
	T >> get the same feedback. 

I agree, absolutely.  My concern was based on the appearance
that Arval was tying comment and letter-writing to the
impeachment petitions, which I feel should NOT be done. 
Comment is essential; the impeachment petitions, IMHO, should
be stayed so that it does not appear that the advisory
membership is not willing to give the Board a chance.


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

I do agree with this, 100%.  Just give them time to read what
had been circulated previously, before they are flooded with
new letters!

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

This of course can continue, but what about people like me who
travel widely within the Society?  The Kingdoms could end up
with less continuity than they have now, and my friends in
other Kingdoms and I would have much less common ground.  We
could end up with, instead of one Society, thirteen or fifteen
or fifty-five little medieval re-enactment groups, each with
its own rules and practices.  I, for one, am NOT comfortable
with that idea; I would miss too many friends.

					---=  Morgan Cely Cain