Theos-Talk Archives (May 1996 Message tl01472)

Thanks to Ramadoss for posting John Algeo's response to Ramadoss's fax
requesting information about the recent TSA election, and also for posting the
relevant portions of the Illinois General Not for Profit Corporation Act.  In my
view Ramadoss is correct.  The statute controls notwithstanding any
corporation's bylaws to the contrary, and I am glad that Ramadoss has called
this to the attention of national President, John Algeo.  Any member of TSA, or
his agent or attorney, may inspect the books and records of the corporation at
any reasonable time.  This would, of course, include the election results.

In this respect, one would think that our national President, John Algeo, would
be voluntarily forthcoming with information about the corporation, in this case
information about the recent election.  This is, after all, the Theosophical
Society in America, which is not only an Illinois corporation but presumably an
organization dedicated to upholding the highest standards of behavior.  I assume
I am not incorrect about our corporation's dedication to high  standards.

Unfortunately, in order for a member of such a corporation to assert his/her
legal rights if they are not voluntarily given to him/her by those elected to
run the corporation, an action must be taken, and I do not know how much more
Ramadoss can do without incurring excess cost, from his location in San Antonio.
Words are useful, and we should all be thankful for his efforts, but sometimes
words are not enough, and stronger action is required.

Therefore, I would like to suggest to any fellow TSA member, who lives in the
Chicago area and cares about the behavior of our corporate officers and
directors, to assert his/her rights under the Illinois Statute, for relevant
information.  If such information is not voluntarily made available, then an
action in the Illinois courts would be necessary. It  would likely be rather
quickly won.  Again, there are cost impediments, so  it would be necessary for a
member  who might have to hire an attorney, to pay for the expense of legal
action, or to find an attorney who would work pro bono (without cost for the
general welfare), or  a member who is an attorney  in the Chicago area, and
would care to take this matter on.

For those of you who did not see my earlier posting, I can give you the
following information about the election.  I was a candidate for Southeast
District Director, and was informed by our National Secretary, that I lost to
the incumbent, Amy Furnans by a vote of 144 to 96.  I would also like to add
that 78 members of the Miami Lodge, of which I am also a member, were denied
ballots because the national President, invoked a purported bylaw change, to not
send ballots to members who have not been members for 2 years or longer.  Of
these 78;  59 who were members before the purported bylaw changes were voted
upon on 1/6/96, were denied ballots retroactively.  I would think Amy Furnans
would be embarassed to take her seat on the Board of Directors under these
circumstances.

I am one of a committee of 7 members (3 of whom are attorneys),  who pointed out
to the national President and national Board of Directors,  numerous
improprieties in the bylaw change referendum procedure, which in our view
results in the purported bylaw changes being ineffective.  In spite of this, the
national President has presumed to operate under the purported bylaw changes,
rather than voluntarily cancelling the referendum result.  Again, I know of no
other way than legal action in the Illinois courts, to compel the national
President and Board of Directors to change their decisions, if they will not do
so voluntarily.

By way of information, I wish to add that the Theosophical Society in Miami has
previously voted that the TSA bylaw referendum is invalid and of no import.

Finally, I wish to express the opinion that unless a substantial number of
members of the Theosophical Society in America stand up and object to the
corporate behavior of our national officers and directors where they believe
such behavior to be improper, these officers and directors  will not listen to
us.

Sy Ginsburg