Theos-Talk Archives (May 1996 Message tl01487)

Is this news and/or announcements?  Theos-l is for discussion of issues,
as I understand it.  If not, then I may as well unsubscribe to this as well.

--- Chuck Bermingham, E-mail bermin19@starnetinc.com ---

On Wed, 29 May 1996 ramadoss@eden.com wrote:

>  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
>
> ============================================================================
> ===========
>
> 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
>
>
>