Theos-Talk Archives (May 1996 Message tl01488)

Hi

The matter I have posted is, IMHO, is a combination of news/announcements
and discussion of TSA related issues.

I do not know if you had a chance to read Sy's post on the subject. It goes
to the core of some fundamental issues relating to members and the Elected
Officers.

        MK Ramadoss

=============================================================

At 10:30 PM 5/29/96 -0400, you wrote:
>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