Theos-Talk Archives (December 1996 Message tl00776)

JRC wrote:
> > Let me give you all a practical problem, and tell me how you would
> > solve it (I will ignore any messages on the topic of how you would NOT
> > solve it).
> >[snip]
> >       Now say you were writing the bylaws of the organization. What would you
> > do to keep something like this from happening?
>
> Bart ...
>         A couple questions first ...
> 1. Is this an actual problem a Lodge is facing, or is this question being
> asked to try to make a point (i.e., justify Wheaton's actions).

	Actually, I am currently in charge of the upkeep of the bylaws at the
New York Lodge (having inherited the position from Emily Sellon). The
Wheaton solution was suggested to me by John Sellon and John Algeo. It
is a very real problem, and we were lucky not to have it happen before
the bylaws were changed.

	In any case, I wrote up a proposed amendment to the bylaws allowing
National to take over the property in such a case, with the proviso that
any proceeds from any conversion remain in New York City for the
furtherance of Theosophy here. My major objection to the changed bylaws
at National (and I am actively lobbying to eliminate it) is the fact
that a simple majority of the Board of Directors is required to dissolve
a Lodge (2/3 is required to throw out a member!). My suggestion is
unaminity minus one to throw out a Lodge. This would effectively keep
National from arbitrarily dissolving a Lodge, while put in protection if
it is a real outside takeover. Yet, many seem to be opposed to this
solution, so I am asking, is there anything better? Not a better way of
going about getting a solution, but a better solution. If I can be
convinced of one, I will propose it. There was a secondary purpose in
posing this question, which is to show that the problem is quite real,
and the solution is difficult.

> 2. What are the current Lodge bylaws govering the use and disposition of
> assets?

	Previously, all that was required was a majority of Board Members (and
it had to be legal).

> Lodge by a majority membership, but quite another to have bylaws so vague
> that its assets could easily be transferred to *another organization*.

	Not if the "other organization" BECOMES the New York Theosophical
Society, and then secedes from National.

> This, by the way, has been used as the justification, by Wheaton, for
> giving itself the ability to step in and sieze the resources of Lodges.

	If you read the National Bylaws, that is not precisely correct. First
of all, a Lodge does have the right to defend itself from a dissolution,
and a six-month grace period to alter itself to conform to National's
request (or to convince the directors that it does not need to). Second
of all, the funds and property must be used within the locality of the
Lodge; Wheaton has no right, even under the current bylaws, to
appropriate the property for itself.

>         Say Scientology, or the Christian Coalition (that, in fact, *has*
..
> that once the CC has control of Wheaton, it has control of the assets of
> the Lodges. This, IMO, is a *far* more severe danger than that of an
> individual Lodge here and there being threatened.

	Do you have any suggestions for protections National should put into
place?

	Bart Lidofsky