Date: Tue, 29 Mar 94 17:04:21 EST
From: greg@bronze.lcs.mit.edu (Greg Rose)
Message-Id: <9403292204.AA08087@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,
        jaymin@maths.tcd.ie, lgrant@lanczos.maths.tcd.ie,
        nordmark@ludd.luth.se, northshield@stolaf.edu, sca-reform@MIT.EDU,
        sca-west@ecst.csuchico.edu
Subject: BoD Withdraws From Settlement

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

On Thursday, March 17, seven members of CSOS, acting in concert with
four additional plaintiffs, announced our intention to file suit 
against SCA, Inc. and its responsible officers.  This suit was to
obtain a writ of mandamus compelling the corporation to disclose
financial information to the advisory membership as required by
By-Laws Article X.  

Our counsel had told us that he would file that Thursday
afternoon, but he was prevented by a court appearance that ran
over schedule.  In the interim, we decided that it was worth
trying yet another time to resolve the problem without a suit. 
Accordingly, on Friday, we requested him to delay filing for
several days, so that we might make one final effort to open
negotiations with the Board of Directors aimed at gaining access
to this information and establishing permanently the right of
members to this information.  We attempted to negotiate in good
faith with the Board and believed, for a time, that the chairman
of the Board, Elizabeth Johnson, had agreed to negotiate a
settlement which would have provided all the information for
which we asked to the membership and guaranteed their permanent
access.  Sadly, we have learned that the Board Chairman has
withdrawn this agreement to settle the suit. 
 
The following is a record of the events surrounding this 
development: 
 
On Friday, March 18, I spoke at length with John Fulton at Gulf 
War III.  He assured me that he supported full disclosure of 
financial data to the membership and believed that the Board 
would be willing to make a binding agreement to do so.  He 
suggested that we contact Elizabeth Johnson as soon as possible. 
 
On Saturday, March 19, Monica Cellio attempted to reach Elizabeth
Johnson to propose a settlement to our lawsuit.  Ms. Johnson was
not at home and Ms. Cellio left a message on her answering
machine.  
  
On Tuesday, March 22, before 7 pm, Ms. Johnson left a message on
Ms. Cellio's answering machine returning the call from Saturday
morning and saying she had been out of town and wanted to talk to
her.  
  
On Tuesday, March 22, at approximately 10 pm, Ms. Cellio called 
Ms. Johnson.  Ms. Johnson said we should be able to see the
books, but she wanted to talk to Mr. Provine, the executive
director, first to see why he was denying the request.  She
promised to call Ms. Cellio at work "early tomorrow afternoon"
once she'd had a chance to talk to him.  Ms. Cellio told her that
we intended to file in the next "day or two".   
  
On Wednesday, March 23, at approximately 2 pm, Ms. Johnson called
Ms. Cellio and said that she was ordering access to the books. 
She said that some information only existed electronically and we
would need to schedule a visit so as not to disrupt the staff, 
but that Wendy Roeder could come over right away to look at  
the IRS Forms 990.  Ms. Cellio told her that our counsel had
advised filing and immediately settling with a consent decree, in
which the court "registers" the settlement like one registers a
deed; such a consent decree is equally binding on both the
defendants and the plaintiffs in the suit and is the usual way
in which such suits are settled. Ms. Johnson said this sounded
fine to her.  Ms. Cellio told her our lawyer, Mr. Goldsmith,
would be calling her shortly to work out the details of the
settlement and answer any questions she had.  Ms. Johnson
indicated that she understood that she and Goldsmith would work
out the specifics of the settlement agreement.  Ms. Johnson was
absolutely clear on three points of agreement: (1) Members would
be allowed free access to the books of record (except that
employees' salaries would be listed by category, and not by
individual employee); (2) A settlement indicating that the Board
recognized the right of advisory members to access to the books
would be registered with the court; and (3) Ms. Johnson would
speak with Mr. Goldsmith on that same day to work out the
specific details of the settlement document, but it would include
the substance of the first two points.

Ms. Cellio contacted Mr. Goldsmith, our attorney, apprised him of
the agreement to settle, and instructed him, pursuant to that
agreement, to file the suit and to contact Ms. Johnson to work
out the details of the formal settlement document.  Mr. Goldsmith
phoned Ms. Johnson and got her answering machine.  He left a
message for her to return his call, so that they could work out
the settlement details.  She never responded to that message. 
 
On the evening of Wednesday, March 23, the Board of Directors 
held a conference call meeting at which the settlement proposal 
was discussed. 
  
On Thursday, March 24, at 9:45 am, Ms. Cellio received an email
message from Randall Tatro.  The message started with a dubious
apology for a threat Mr. Tatro had made in a telephone
conversation with Ms. Cellio on Thursday, March 17.  In that
conversation, he indicated that if a suit were filed, the plaintiffs'
memberships would be revoked.  We chose at the time not to
publicize this threat, since we did not want to further inflame
the situation.  Mr. Tatro's email message read:  
  
"Date: Thu, 24 Mar 1994 9:38:46 -0500 (EST)  
From: <withheld>  
To:   Monica.Cellio@NL.CS.CMU.EDU  
Subject: appoligy/info  
  
Monica,  
  
Vis reminded that I should follow up on something.  My reaction 
to your suit was drastic, overkill and not thought through.  It 
is unlikely that the board will do a level 3 banishment just for 
filing a suit.  
  
I strongly urge you to not file.  The repercussions may be long  
lasting.  The SCA has a policy of defending itself in the 
strongest possible way.  This will mean that the SCA will appose 
the suit and argue that we are not required to give the 
information.  Because of the clause in the By-laws that give the 
Board sole right to interpret the by-laws and Capora, there is a 
very good chance that the courts will find that the only 
information that we are 'required' to release is the 990's.  I 
think that you have already been informed that the board has 
instructed the Corporate office to release much of the 
information that you requested.  The suit if filed could force 
the board into a position of defending a policy that in my 
opinion it does not want to defend.   
 
Thank you for your time and consideration.  
  
Randall"  
 
Ms. Cellio immediately called Ms. Johnson for a clarification of
whether Mr. Tatro's message was a response from the Board.  Ms.
Cellio got her answering machine and left a message asking her to
call ASAP, leaving both work and home numbers.  
  
Later that afternoon Ms. Cellio sent email to Ms. Johnson and
received a form letter reply asking her not to contact Ms.
Johnson at work. 
 
That same afternoon Mr. Goldsmith filed the writ of mandamus action 
in the Superior Court of Santa Clara County, California, in 
accordance with the verbal agreement between the plaintiffs and 
the chairman of the Board of Directors of SCA, Inc.  Mr. Seeley, 
the corporate counsel for SCA, Inc., refused to accept service of
the suit for the directors -- an extraordinary deviation from the
custom in corporate litigation -- forcing us to serve process to the 
directors outside California by mail.  Mr. Provine and Ms. 
Signoretti were served process at the corporate office.  Mr. Seeley's
refusal to accept service will statutorily delay the suit's 
hearing date by ten days. 
 
That same afternoon Wendy Roeder went to the corporate office to 
inspect the IRS Forms 990.  Mr. Provine, the executive director, 
refused to photocopy the documents or to allow Ms. Roeder to
bring her own portable photocopying equipment to the corporate office 
to do this copying.  While Mr. Provine's action was arguably
compliant with the federal statute, California statutes require
non-profit corporations to provide _copies_ of the 990s.  He required her 
to spend an hour and a half copying data from the forms by hand.  Not all 
the required forms were present in the materials provided by Mr. Provine,
despite the advance arrangements and his assurance that all the
required forms would be available.
 
As this was going on, I called John Fulton, who informed me that 
the Board was still willing to settle and characterized Mr. Tatro's 
email message as "inappropriate."  He asked us to contact Ms.
Johnson immediately, since she had told the Board members during
the previous evening's conference call that a settlement would be
worked out.  He assured me that Mr. Tatro's message did not reflect 
the Board's decision. 
  
On Thursday, March 24, at 7 pm, Ms. Cellio called Ms. Johnson
again.  Again she got the machine and left a message reiterating
that she was confused about current status due to Mr. Tatro's
message and the fact that Ms. Johnson had not yet talked to Mr.
Goldsmith, as they had agreed.  
  
On Thursday, March 24, at 9:15 pm, Ms. Cellio received a message
on her answering machine from Ms. Johnson saying that she didn't
understand why we had gone ahead and filed, and saying that she
would be out that evening.  Ms. Cellio left a message asking her
to call her back and that she would be up until about 1 am.  Ms.
Johnson did not return the call. 
 
On the afternoon of Friday, March 25, I called John Fulton and 
informed him of the message from Ms. Johnson which Ms. Cellio had
received the previous evening.  He told me that it must be some 
sort of misunderstanding, since he believed that the Board had 
decided to settle the suit.  He again urged us to contact Ms.
Johnson to clear the misunderstanding up.  Ms. Cellio and I both
attempted to contact Ms. Johnson without success.  
  
On Friday, March 25, Ms. Cellio returned home at 10:45 pm and
received the following message from Ms. Johnson on her answering
machine:  
  
"Hi, this is Liz Johnson returning Monica's call.  Thanks for 
calling back.  Randy in fact did not misunderstand what we talked
about in the conference call on Wednesday.  I put your suggestion
to the directors and the reaction was uniformly negative.  When 
you and I talked, I said I didn't see any reason why not; well 
they told me several reasons why not and on balance I have to 
agree with them.  They were not interested in signing up to 
something that they'd never seen, that they don't know the terms 
of, which, you see, I think is quite reasonable.  They told me  
they thought it was an inappropriate way to set corporate policy,
which I think is probably true, having an outside agency do it 
for us.  We're concerned about getting tied to procedures or 
definitions that either will not meet the needs of the future but
which we will be tied to permanently.  And you also can see, 
actually this is more my concern than theirs, given the confusion
and disruption of this latest attempt, that going through the 
courts just simply won't allow for the kinds of provisions we've 
had to impose this time, for example not disrupting the staff in 
their normal work.  We also discussed the actually drafting a 
policy that would cover access to financial records and Eric 
Mohr, the treasurer, is going to be putting one together for us 
to review and agree on, which I hope you all will find 
satisfactory.  But, no, Randy did not misunderstand, he did 
report to you that the board was in fact not interested in the 
the procedure of filing and settling immediately.  So that, I 
hope, will clear things up for you."  
 
In conversations on Saturday, March 26, with directors Eric Mohr 
and John Fulton, I was told that the Board was committed in 
principle to disclosure of financial records, but was opposed to 
any arrangement whereby an outside agency could compel the Board 
to take any action.  Both assured me that we would be permitted 
to examine and photocopy the financial records on Wednesday, 
March 30, at the corporate office in Milpitas.  However, both 
also indicated that it was extremely unlikely that the Board 
would be willing to allow any authority outside the SCA to 
guarantee that the advisory members would always have this right.

Mr. Fulton told me that he had been confused and had thought that the
consent decree was separate from the settlement.  I told him that
the consent decree was the usual means for making such
settlements binding on all parties. 
 
In a nutshell, the Board says we can look at the books for now, 
but it won't guarantee that right in an enforcible way for any of
the other members, nor will it guarantee that right of the 
members permanently.  There is nothing currently preventing the
Board from rescinding By-Laws Article X and permanently closing
off access to the financial records.
 
Our struggle has always been for accountability.  Accountability 
_means_ permanently enforcing the rights of the membership and 
forcing the corporation to recognize those rights.  The right to 
inspect the financial records was already enshrined in the By- 
Laws when the corporation adamantly refused to let anyone see 
them.  If we cannot rely on the corporation's guarantee of rights
through the By-Laws, despite it's position in a legally
enforcible document, we have absolutely no reason to rely on any
other guarantee the Board may make.
 
We did not file this action to get a one-time look at the books --
we filed it to ensure that the membership can get the 
information to which they have a right whenever they need it.  We
filed it to get the membership's _right_ enforced.   
 
The events since January 22 have shown that the Board cannot 
always be trusted to protect our rights.  We need protections of 
those rights separate and apart from promises which any future 
Board can repudiate.  That is why we have gone to court.  We will
not stop until there is a mechanism independent of the Board 
which absolutely guarantees the right of members to the financial
data showing how our money is being spent.  Our suit will not go
away short of enforcible guarantees that the membership will always
have this right.
 
We are deeply disheartened that the Board has not yet learned 
this lesson.

In Service to the Society, and for the Committee,

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

The following are the named plaintiffs in the mandamus action to compel
the corporation to make full financial disclosure and guarantee the
membership's permanent right to disclosure:

Monica Cellio (Mistress Ellisif Flakkari) [CSOS]
Wendy Roeder (Mistress Gwendolyn the Rat-Keeper)
Mark Schuldenfrei (Lord Tibor of Rock Valley) [CSOS]
Rebecca Anne Pearlman Feld (Lady Rivka bat Shaul)
Nigel R. Haslock (Lord Fiacha MacNeill of Glencar) [CSOS]
Linda M. Haslock (Lady Isabell de Marmande)
Gregory Rose (Baron Hossein Ali Qomi) [CSOS]
J. Terry Nutter (Lady Angharad ver' Rhuawn) [CSOS]
David Schroeder (Master Bertram of Bearington) [CSOS]
Amy Guildroy (Mistress Eromene Aspasia of Constantinople)
Joshua Mittleman (Master Arval Benicouer) [CSOS]