ANST - The BoD Incident?

[Timothy A. McDaniel]

Note that the SCA Board of Directors is self-selecting.
This is one of the problems that got them into the mess, and
I think is likely to lead them into likely messes again.

The SCA Grand Council has a proposal on the table for
restructuring the SCA, by making national organizations, and
electing directors to the US corp.  The BoD says they
haven't gotten much comment on it.  Please go to the
www.sca.org Web page, find the proposal, and comment.  If
nobody comments, we'll all get what you deserve.

Christian Dore wrote, about the CSOS legal action (not
properly called a "suit", I believe: it wasn't for money):

> The basis seemed to be the contention that only BoD
> members are "members" of the SCA.

That is not my understanding of the contention.  To
elaborate on it:

California law has two types of not-for-profit corps: member
and non-member.  If you're a member corp, the members have
certain rights guaranteed them in law, such as voting for a
board of directors, access to the corporate documents and
financials, et cetera.  Non-member corps don't have that.
The SCA By-Laws says that the SCA is a non-member corp under
California law, and that all uses of the term "member"
hereafter occurring refers to one of the following classes
of supporter, which doesn't make them statutory members.
(I'm paraphrasing, not having Web access to-day.)

The By-Laws also say that members have reasonable access to
the financials.  The SCA Inc.'s lawyer's contention was
that, since by law the SCA has no members, the plaintiffs
had no right to the financials.  This is obviously lame,
because

- you have to ignore the "when we say 'members', we mean ..."
  clause entirely

- the financials clause would have absolutely no purpose
  whatsoever

- there are other clauses that use "member", like the one
  that says that all corporate officers down to the local
  branches have to be members -- so there have been no
  officers for years.  (No Crowns, either, but you don't
  mention that in a non-SCA court.)

- the corporation had been using "member" in the larger
  sense for years.

The other SCA Inc. nastiness here was promising access to
the books if someone went to the corporate office, and when they
showed up denying them access to the books.

The judge, as I wrote, ruled for the plaintiffs and awarded
them costs -- highly unusual, and the plaintiffs had not
been suing for money.

Daniel de Lincolia
-- 
Tim McDaniel.   Reply to tmcd at crl.com; if that fail, tmcd at austin.ibm.com
is work account.  tmcd at tmcd.austin.tx.us ... is wrong tool.  Never use this.
============================================================================
Go to http://www.ansteorra.org/lists.html to perform mailing list tasks.