Theos-Talk Archives (December 1999 Message tl00284)

> > And John Algeo, we are frequently reminded, has changed the rules of
> > the US Section to *his* advantage, or that of his administration,
> > which may be the same thing .....
>
> Here is one place where I truly believe that accusations are
misplaced.
> As the "keeper" of the New York bylaws, I have remained very close to
> the bylaws situation in National (not as much in the creation, but in
> discussing with both Wheaton and New York officials the implications
of
> the new bylaws, to make sure that the people in New York were
> sufficiently informed so as to make a decision of support or
non-support
> of the National laws).

Of course a matter of opinion. Many people analyzed the changes - many,
including attorneys who fully understood all the legal ramifications of
the change, were deeply troubled.

> The major fear, of course, is the Boston
> situation.

The Boston example was only one possible fear. The *major* fear, I
believe, is that the changes concentrate power in the hands of a small
group of decision makers at Headquarters. I do think that Boston was a
major fear in the eyes of *Headquarters*. They were stunned that they
didn't easily get their way.

> However, the situation, and the major legal costs involved, brought up
> a major question. There were large amounts of property owned by
several
> Lodges, with relatively low memberships. It would be extremely easy
for
> an outside group to perform a hostile takeover of a Lodge, split from
> National, and grab the property. The new by-laws were put in place for
> the express purpose of keeping such a thing from happening (if a
hostile
> takeover were tried in the National Section, there are other measures
> put into place to guard the property.

How many of those Lodges were worried? How many asked for this support?
The situation you speak of is correct ... but only in a very few Lodges,
10 or 15 at the most (while many Lodges have some small assets, very few
have anything worth the trouble of mounting a "takeover") - and there
are numerous ways of protecting them that are far short of the extreme
measures that were taken. A "hostile takeover" could not happen
overnight, there would be a significant amount of knowledge prior to
such an eventuality - and upon notice of such a threat, it would not be
difficult to move ownership of the assets into a whole number of
financial instruments capable of insulating them either temporarily or
permanently. This problem was recognized - and solved - long ago in
non-profit circles.

> While this was great for older, more established Lodges, this put a
> scare into new, growing Lodges, a fear that they would build
themselves
> up, get donations based on their current leadership, and then have
> National Headquarters kick them out and put their own people in
charge.

And this is what supporters of all these changes still refuse to
acknowledge ... that even if you trust the *current* leadership (which I
sure don't), the changes mean that in the future *any* leadership
*could* do exactly this.

> Interestingly, the Lodge which showed the most fear that something
like
> this could happen was the Miami Lodge; this while the Miami Lodge was
> being held up as an example to other Lodges of a major SUCCESS.
However,
> those protesting didn't bother to examine all the solutions; they
> insisted on all or nothing, and they got nothing.

Didn't examine all the solutions? The President of the Miami is an
attorney. He examined "all the solutions" rather more closely than
Headquarters was comfortable with. The Miami Lodge *is* a success ... in
that during the years when the American Section was in steep decline,
they were vibrant and growing. Insisted on "all or nothing" and
therefore got nothing? This shows where the control lies. Are you saying
that Algeo might have permitted them to have something, but in their
refusal to compromise he decided not to acknowledge their wishes at all?
But ... but ... I thought the *REASON* for all these changes was
alledgedly  to *BENEFIT* the Lodges? For their "protection". So then ...
John Algeo knows *better* than Miami - a branch that contains both
attorneys and accountants - how to protect Miami's assets? Very curious.

*Headquarters* didn't by *any* means look at "all the solutions" ... if
the problem *really* was simply fear of "hostile takeovers". There are
dozens of ways such a thing could be prevented, most of them not
requiring total centralization of control - its the reason why oil
companies haven't already siezed control of the Wilderness Society, why
Christian fundamentalists don't have control of Planned Parenthood or
the ACLU. You don't think this hasn't bloody *occured* to people and
organizations all over the country? I worked with an office full of
attorneys during the whole campaign ... securing a non-profit's assets
is *not* rocket science, and does not require anything close to the
steps Wheaton sold to the membership as required. (This is not difficult
when you completely control publications. When I remember the debates on
*this list*, and contrast them with the way the whole thing was
presented in the AT, it is no wonder the thing passed. But it may have
been a far different story if the entire membership had had the
opportunity to hear *BOTH SIDES* of the debate).

Tell me ... this is *portrayed* by Headquarters as something it is doing
*for* the Lodges, to help them "protect" their assets. So why wasn't it
simply made optional? Why wasn't it an *offer* to the Lodges ... an
offer to use a particular set of mechanisms to allow Lodges to protect
themselves by voluntarily giving Headquarters potential control over
assets? In other words, presenting the *LODGES* with the case that there
might be a threat, letting the *LODGES* decide whether that threat was
credible, and if it was decided to be, letting the *LODGES* decide what
steps (giving control to Wheaton being only one of many options) they
wanted to take?

There's an important point here: National does *NOT* extend the
priviledges of its non-profit status to Lodges (many non-profit's do
operate according to this model - the TS doesn't). Lodges with any
assets at all need to go through the rigorous and time-consuming process
of applying on their own, as seperate legal entities, and taking care of
the IRS forms required to stay in good standing. Many of the Lodges that
hold assets gained them through donations and bequests given to *them*
... if the people had *wanted* to give the assets to National, they
would have. Fact is, the Lodges with assets got those assets, manage
those assets, have to do all the bookwork, and take care of them with
little or no help at all from Headquarters. Wheaton doesn't buy
buildings for Lodges. If a group of Theosophists manages to get a
building, or some other significant asset, through their own work, or
from the generosity of a member who clearly intends to support *THAT
LODGE*, what *conceivable* right does Wheaton have to say that *it* has
decided that "for their own good", the Lodge is going to voluntarily
give Wheaton full rights to, at will (and using *IT'S JUDGEMENT" to
determine what constitutes a "hostile takeover") be able to dissolve the
Lodge, sieze the assets, sell them, and not even (as before) distribute
the assets to other Lodges in that particular region, but simply put
them in the coffers of the National accounts. And even further, this
isn't going to be an *option*, but a National policy, required of every
Lodge.

In essence, this is the sort of quiet but utter arrogance that permeates
the current leadership. The people that gained the assets, manage the
assets, do the taxes and required reporting, and had to get their own
non-profit status are somehow not even judged capable of being able to
decide for *themselves* whether there is a risk of a hostile takeover,
and if they conclude there is, deciding upon their own strategies for
protecting against that eventuality. No, they are *TOLD* that they are
at risk, and *TOLD* by the grand poohbah how National has graciously
deigned to protect them from that risk. Even the attitude that Miami
should have looked at "all the solutions", should have *compromised* to
get something instead of nothing, is grounded in the belief that
National has some sort of *RIGHT* to the assets they played no part in
acquiring, play no part in managing, and whose help is definately *not*
needed in protecting. If a common burgler comes into my house and tells
me that at any moment in the future he claims the right, based on his
own criteria of how I am using my possessions, to take everything I own,
I do *NOT* sit down with him and seek "solutions", nor do I compromise.
Simply because *HE* has decided he has the right to do so does not
compel me to acknowledge that a right exists, nor would *I* feel at
fault for not "seeking solutions" with him.

What this entire situation has introduced - at least what is to me one
of the most disturbing parts - is the notion that the likes of John
Algeo can *choose* what constitutes one of those "hostile takeovers"
that we are allegedly being protected against. Now, if it was a group of
Neo-Nazis - probably every Theosophist would agree. But what if, for
instance, the group of people - long time Theosophists - who called
themselves "the Association of Concerned Theosophists" - and who made
what according to *HEADQUARTERS* (published and mailed at TS expense)
was "slanderous" statements against the noble selfless Mr. Algeo, what
if - due to the fact that despite having raised a decent amount of money
from other Theosophists, they simply could not compete against someone
clearly willing to use membership money and publications against them -
what if they decided to begin gaining adherents in several major Lodges.
Starting recruiting people to their point of view ... and actually using
*LODGE* resources in the same way Algeo felt free to use *NATIONAL*
resources. What if they grew into a serious threat, started controlling
regional publications in the same way Algeo controls national ones,
started having a number of people potentially ready to gain seats on the
national board. Since the "official" point of view ... i.e., the point
of view of the little group that now can dissolve a Lodge and seize its
assets at will ... is that apparently Theosophists don't have a
legitimate right to challenge them politically - well - *WOULD THIS BE A
"HOSTILE TAKEOVER"*?

Do you actually *wonder*, given the tactics Headquarters has no problems
resorting to, why Miami might be pretty damn *NERVOUS* about John Algeo
insisting that their assets come under his "protection"?

Do actually think the concern you cite of many smaller, newer branches -
that they could spend a good amount of time and energy raising
membership and funds, only to be seized by Headquarters if they branched
in a direction *Headquarters* judges a "hostile takeover" - you think
this concern is groundless? Anyone with even half a brain, and the most
general of understandings of law *should* be concerned - not to mention
those with a significant understanding of law ... I showed those bylaw
changes to a couple of attorneys I had used before in other non-profit
work - who didn't have a clue who any of the players were or even what
Theosophy was (not hard to find people that don't know what Theosophy
is) - and one in particular had profound concerns, he understood
*exactly* what they meant to the balance of power between the national
and local levels, and understood exactly what the motive was for doing
so. These were *NOT* just a few bylaw changes, they represent a
significant change in the governing model of the organization ... to one
in which Wheaton has absolutely no *RESPONSIBILITY* for raising,
maintaining, or managing Lodge assets, but nonetheless potentially has
complete *CONTROL* over them. He couldn't conceive of any reason why a
Lodge would willingly *support* such a thing. Upon suggesting to him
that they were to protect against another group running a stealth
campaign to get control of assets ... he asked me if I was *really* that
naive.

I'm not. -JRC