Theos-Talk Archives (May 1996 Message tl01461)

 Hi

As mentioned in my earlier post, the following response was FAXED to John
Algeo during early hours of today. As of this post, I am yet to receive a
response from John Algeo.

        ...Ramadoss

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FAX MESSAGE



 May 28, 1996 1:45 AM




 John Algeo
 National President
 Theosophical Society in America
 Wheaton IL



                    ELECTION VOTING TALLY

 Dear Bro. Algeo:

 Thank you for your letter of May 21, 1996 in reply to my two
 letters Faxed to you on May 16, 1996 on the subject of
 Election Voting Tally. It took several days for your letter
 to reach me because it was mailed by you by US Postal
 Service.

 I also appreciate your offer of providing me with
 information about any particular post as a matter of
 personal courtesy. However much I appreciate your
 consideration and courtesy, I do not want any personal
 courtesy and would not agree to any of the conditions stated
 in your letter as they are not necessary. The basis and
 reasoning for the latter are discussed below.

 I have very carefully reevaluated the facts and the law
 surrounding the issue of disclosure of the election tally.
 Let us go through and review in a systematic manner and
 examine the conclusions we can reach. In all matters of this
 kind, one looks at the facts, then looks at the statutory
 law and then looks at the court interpretations and finally
 see if we can find answers to some simple questions with all
 the above information.

 FACTS:

 1.  TSA is incorporated under Illinois Non Profit
     Corporation Act.
 2.  The ballots were received back from the members and
     tellers appointed by the Board of Directors have counted
     all the ballots and certified/attested the counts. The
     count decided the winners in contested elected
     positions.
 3.  A request was received from a member in good standing of
     TSA to disclose the vote tally in all the votes counted.


 LAW:

 1.  Illinois General Not for Profit Corporation Act controls
     the operation of TSA.

 2.  Section 107.75 of the Illinois General Not for Profit
     Corporation Act states:

     Each corporation shall keep current and complete books
     and records of account and shall also keep minutes of
     the proceedings of its members, board of directors and
     committees having any of the authority of the board of
     directors; and shall keep at its registered office or
     principal office a record giving names and addresses of
     its members entitled to vote. All books and records of a
     corporation may be inspected by any member entitled to
     vote, or that member's agent or attorney, for any
     purpose at any reasonable time.

 3.  TSA Bylaws state that

     the results of the election shall be certified by the
     National President and National Secretary, whose
     certificate shall be published in the next issue of the
     official members' magazine

 4.  When there is conflict between the State Statute and the
     Bylaws of the Non Profit Corporation, the State Statute
     will override the Bylaws.

 COURTS

 Courts have generally interpreted that the members have full
 access to the information as discussed in para #2. The
 specific language of the Illinois statute was to clarify and
 ease members' access to all the records and documents as
 traditionally Board of Directors of many non profit
 corporations have used various excuses and tried to limit or
 prevent members' accessing books and records.


 QUESTIONS:

 1.  Can the election tally be disclosed to a member in good
     standing of TSA before the official publication?
 2.  If the election tally is disclosed to a member in good
     standing before publication in official members'
     magazine, would it result in a statutory violation?
 3.  If the answer to (1) is affirmative and non violative of
     (2), then can National President or Director or Board of
     Director or any Officer to any degree restrain or
     restrict the member from disclosing or communicating or
     distributing the vote tally information?

 ANSWERS:

 1.  The Illinois Statute provides full access to  "all books
     and records" to any member entitled to vote, or that
     member's agent or attorney, for any purpose at any
     reasonable time. The key words are "all books and
     records" and "for any purpose". So the election tally
     falls in the category of "all books and records" and can
     be accessed as soon as the tally record is created.
     Providing such access would indeed be in full compliance
     with Illinois Statute.

 2.  As per Illinois Statute, once a record is created and it
     is immediately accessible to a member in good standing
     and any implicit or explicit limitation as to timing of
     the access to a member will violate the Statute. So
     anything emanating from the Bylaws restricting the
     access or disclosure would be a Statutory violation of
     the full access provision of the Illinois Statute.

 3.  Due to the explicit access provided under the State Law
     for any purpose, no one, National President or Director
     or Board of Directors or any Officer can to any degree
     restrain or restrict a member from disclosing or
     communicating or distributing the vote tally
     information. Again the key words in the statute are "for
     any purpose".

 If you carefully review the above facts, law, application of
 the law to the facts, I am confident you will agree that you
 can immediately provide all the voting tally information to
 me with no restrictions as to its use and providing such
 information would indeed be in full compliance of the
 Illinois Statute. If you want to stick to the letter and
 spirit of the Illinois Law applicable to TSA, I hereby
 authorize you and William N Greer as my agents to inspect
 the vote tally details and Fax them to me immediately.

 Before closing, I need to address another issue. All the
 correspondence on the subject I sent you were FAXed to you.
 Your response was sent to me by USPS.

 I use Fax as a routine and use of USPS is an exception. The
 reasons for using FAX are several. First of all it is
 received by the recipient within two or three minutes as
 against several days it takes by USPS (That why it is called
 Snailmail) and you are very sure of the receipt of the
 document by the recipient. Secondly in physically
 transporting a piece of mail, a lot of manual handling is
 involved in addition to the cost and resources used up in
 physical transportation. Thirdly, it is cost effective. As
 against 32 cents for first class mail, a one page letter can
 be transmitted within one minute. The current long distance
 cost is 13.5 cents or less. It could be even as low as 10
 cents for TSA depending upon the long distance telephone
 line usage of TSA. Fourth, there is no need to use a printed
 envelope and type the address on the envelope. Fifth, only
 one copy of the letter need to be printed or typed. Sixth,
 even in printing one copy there could be cost savings since,
 inexpensive plain 20 lb bond paper can be used and the
 letter head can be programmed as part of the printout in the
 computer printer. In addition, due to the elimination of one
 envelope per letter we will be saving trees.

 How do I know about all of the above. I am an avid user of
 FAX for communication and I know based on my personal
 experience, it is very efficient and cost effective. I am
 very cost sensitive because all my expenses come out of my
 pockets. I have used FAX for my business for over five years
 and it has become an indispensable tool and most of my
 clients (who are small businessmen) have fax machines both
 in their offices and homes. I too have FAX Machine at my
 home (in addition to the one at my office) which makes round
 the clock FAX communication feasible.

 In this connection, you may recall that when I telephoned
 you at your home in Georgia several years ago just prior to
 your taking over the office of National President, I urged
 you to have personal fax capability and even offered to
 donate half the money to purchase a fax machine. Nothing
 came out of it. At present, thermal FAX machines (which are
 the most reliable and inexpensive to operate) can be
 purchased for $200 or less. I am sure TSA will be able to
 make such an investment and it will pay for itself and you
 will definitely appreciate its usefulness and effectiveness
 in communicating.

 I am awaiting a quick FAX reply furnishing me with the
 Voting Tally details as requested.

 With fraternal greetings
                                         Yours fraternally




                                         M. K. Ramadoss
                                         Member TSA
 FAXCC: William Greer,
        National Secretary