SCN: Put up or shut up.

[Rich Littleton]

Ken,

I'd be interested in your interpretation of the following.  Read your
earlier stuff in connection with this.



7.2.    Right to Indemnification.  

7.2.1.  Each Indemnitee shall be indemnified and held 
harmless by the Corporation, to the full extent permitted by applicable 
law as then in effect, against all expenses, liability, and loss 
(including attorneys' fees, judgments, fines, penalties, and amounts to 
be paid in settlement) actually and reasonably incurred or suffered by 
such person in connection therewith, except as otherwise provided in 
this Section 7.2.

7.2.2.  Such right of indemnification shall not exist 
where the act or omission of the Indemnitee involves (i) intentional 
misconduct or a knowing violation of the law, (ii) distributions or 
loans contrary to the Articles of Incorporation or applicable law, or 
(iii) any transaction in which the Indemnitee has received or will 
receive a benefit in money, property, or services to which he or she is 
not legally entitled.

7.2.3.  Such right of indemnification shall also not 
exist where the act or omission of the Indemnitee involves recklessness 
or gross negligence.

7.2.4.  Such right of indemnification shall continue as 
to a person who has ceased to be a director, trustee, officer, employee, 
or agent and shall inure to the benefit of his or her heirs, executors, 
and administrators.

7.2.5.  Except as provided in Section 7.3, such right of 
indemnification shall not exist where the Indemnitee seeks 
indemnification in connection with a proceeding (or part thereof) 
initiated by such Indemnitee unless such proceeding (or part thereof) 
was authorized by the Board of Directors prior to its initiation.

Rich

______________________________________________________________________


On Sat, 24 Jun 2000, Kenneth Crandall wrote:

> Rich,
> 
> You have insisted that I read and post the by law information relating to
> indemnification of board members.  Steve has done me the favor of posting
> the bylaw section.  I have also read the bylaw section as shown on the web
> page and on the normal SCN BBS (they are identical as would be assumed).  I
> have repeated the bylaw data.
> 
> ARTICLE 9.
> 
> "The Corporation shall indemnify its officers, directors, employees, and
> agents to the greatest extent permitted by law."
> 
> I can not see where the above bylaw supports any part of your position.  No
> where does ARTICLE 9 state or imply that that a board member is denied
> indemnity "if his offense was outside permissible board action" (see below).
> 
> (quoting from your earlier message -
> > Ken, you are so angry that you are not seeing the point, which is:  can an
> > scna member who is on the board get SCNA to pay for his/her legal fees, if
> > his offense was outside permissible board action.  If such a member
> > embezzles, are you saying that you are willing to use scna funds to pay
> > for his defense?  The bylaw provision specifically rules that out.)
> 
> Reference to the by laws would indicate that a board member can expect SCNA
> to indemnify them without any stated restrictions.  Where do you get your
> interpretations "if his offense was outside permissible board action"  &
> "The bylaw provision specifically rules that out."?
> 
> Also, since the by laws indicate that SCNA must indemnify the board members,
> how do you presume that your law suit will have no effect on SCNA?
> 
> By what "logic" do you use to reach these amazing interpertations?
> 
> 							Kenneth Crandall
> 
> -----Original Message-----
> From: Rich Littleton [mailto:be718 at scn.org]
> Sent: Friday, June 23, 2000 6:42 PM
> To: Kenneth Crandall
> Cc: Joe Mabel; 'J. Johnson'; scn at scn.org
> Subject: RE: SCN: Put up or shut up.
> 
> 
> 
> You didn't deal with the problems in your first communication; you just
> wrote a philosophical letter.  So why reply to this one (with yet more
> errors), when your style of discussion is to simply ignore the errors and
> start another tangent.
> 
> I'd love to see you apply logic and deal with the points raised in the
> earlier communication.
> 
> By the way, I noticed that you declined the invitation to read and post
> the text of the indemnification section of the bylaws.  Of course, that
> would be dealing with reality, not your "personal feelings."
> 
> 
> ______________________________________________________________________
> 
> 
> On Fri, 23 Jun 2000, Kenneth Crandall wrote:
> 
> > Hi Rich,
> >
> > I found your review of my Lack of logic and the determination that there
> > were 4 errors in the message that I sent very interesting.  It is
> satisfying
> > to know that we can deal on the level of logic.
> >
> > I have found that logic tends to be very dependant upon your world view (I
> > find the sacrifice of children to a god as illogical but there are world
> > views where is practice is logical).  I will not get into a protracted
> > discussion in a forum type environment but I will try to explain my
> > rationale (even if it is fuzzy logic) so you can better understand what
> was
> > behind my previous message.
> >
> > I believe that a brief discussion of two possible world views will be
> useful
> > since I  operate in the second of these views.  One world view is
> satisfied
> > with the concept that the many things that you do or that happen to you in
> > your life can be separated into different compartments and each
> compartment
> > is unrelated to any other compartments and actions and consequences that
> > occur in one compartment have no bearing on anything in another
> compartment
> > of your life.  A second world view believes that life is a continuum and
> all
> > that you do and the things that happen to you and those around you are
> > related.
> >
> > I therefore believe that your actions in any organization will have an
> > impact on how well you function in that organization.  Likewise your
> actions
> > will affect how you are treated in that organization.  Therefore I can't
> > agree that your previous "in-your-face" communications are unrelated to
> this
> > issue.  I reject error #1.
> >
> > I currently serve in another organization that is associated with teaching
> > computer skills.  Each area of teaching is headed up by a coordinator.
> Once
> > in a while the coordinator finds that they have to tell a teacher that
> they
> > will have to make changes in their teaching materials or else they can no
> > longer teach the specific course.  This is done to insure that the
> students
> > are prepared for further courses.  These events are dealt with quietly and
> > routinely.
> >
> > I don't know the details in the event that you call a "rogue action" but
> it
> > doesn't sound too different than the type of actions noted above. I have
> to
> > assume that SCNA can determine who can teach their courses.  Further, I
> > can't believe that removal of an instructor requires a "board action".
> > Therefore in the absence of specific information about detail actions that
> > violated usual norms, I am left to assume that people have acted
> properly.
> > Thus I would believe your second complaint (error #2) is a moot point
> unless
> > removal all instructors specifically requires board action.
> >
> > Again, since there has never been any data presented showing that board
> > members acted "outside permissible board action", I have to support the
> > indemnification of the board members until it is shown that they have
> acted
> > improperly.  This is necessary to protect board members from nuisance
> > lawsuits.  If it is determined by a properly constituted review body that
> > the board members acted improperly, then a claim can be made that they
> acted
> > "outside permissible board action".  Has this been done?  I can't accept
> the
> > decision of the claimant that the action was unacceptable. (so much for
> > error #3)
> >
> > The cause of my anger is my belief that this whole issue is primarily a
> > problem of personalities.  This type of problem should be handled within
> > normal inter-personal activities.  However, resolution requires basic
> civil
> > communication skills (what this issue again?).  I still haven't seen any
> > evidence of a significant offence that should result in a lawsuit, that
> > jeopardizes SCNA's existence, to seek justice.  If every volunteer
> > organization that had to ask a person to stop teaching was faced with a
> > lawsuit, there would be very few such organizations.  (fortunately this is
> > not the case).
> >
> > If you really want to know how illogical I am, I still have hopes that you
> > will see how others view this issue and that you will, in the best behalf
> > for SCNA, drop the lawsuit.  Isn't that crazy?
> > 								Ken
> >
> > -----Original Message-----
> > From: Rich Littleton [mailto:be718 at scn.org]
> > Sent: Thursday, June 22, 2000 12:25 PM
> > To: Kenneth Crandall
> > Cc: Joe Mabel; 'J. Johnson'; scn at scn.org
> > Subject: RE: SCN: Put up or shut up.
> >
> >
> >
> > Whoa, there Ken.  There are about 4 errors in what you said I said.
> > Please see comments below in your message.
> >
> > ______________________________________________________________________
> >
> >
> > On Tue, 20 Jun 2000, Kenneth Crandall wrote:
> >
> > > This does clarify many things for me.  I am very angered by the whole
> > > operation.
> > >
> > > First, Rich (the vociferous author of many SCN communications that lead
> to
> > a
> > > long series of commentaries about civil communications over a year ago)
> >
> > Wrong issue, Ken.  This is not about civil speech.  If it were, JJ and
> > several others would have be bounced long ago.  Again, WRONG ISSUE.
> >
> > > has
> > > unilaterally decided that the board's action was 1) not an approved
> action
> > > of the board
> >
> > MAJOR GOOF HERE!  The action taken (subject of the suit) was never a
> > "board action."  That's the point, it was a rogue action.  The board is
> > tolerating it after the fact.  But your calling it a "board action" in the
> > context of the bylaws is simply not true.
> >
> > and 2) was not accidental (is any board action accidental?).
> > > Using this interpretation, any board action could be subject to a
> lawsuit
> > as
> > > being non-accidental by anyone disagreeing with that action.
> > >
> > Ken, you are so angry that you are not seeing the point, which is:  can an
> > scna member who is on the board get SCNA to pay for his/her legal fees, if
> > his offense was outside permissible board action.  If such a member
> > embezzles, are you saying that you are willing to use scna funds to pay
> > for his defense?  The bylaw provision specifically rules that out.
> >
> > By the way, Ken, why didn't you read the bylaw provision related to
> > indemnification and post it for all to see?  It looks like you are
> > enjoying being angry more than you are interested in looking at the
> > issues.
> >
> > > Secondly, Rich would have the membership judge the board guilty and
> demand
> > > that funds be withheld before any authority has determined guilt.  I
> > thought
> > > that in this country we professed "innocent until proven guilty".
> >
> > Ken, where did you learn you (lack of) logic?  One of the main points of
> > my claim is that the action against me was the violation of the "innocent
> > until proven guilty" rule.  So, if that is one of your values, tell us why
> > you don't apply that rule to the dismissal?  As I repeated several times,
> > (a) I was never told what actions of mine constituted my "crime."  (b) I
> > was judged guilty and dismissed WITHOUT THE GOVERNANCE PROCESS (i.e. NOT
> > proven guilty).
> >
> > That's the entire issue, Ken.  How could you miss that?
> >
> > > I don't
> > > believe board members should be subjected to an out-of-pocket financial
> > > burden to defend themselves.  If proven guilty of an action that the
> > bylaws
> > > will not cover with financial support, then the question would be
> > addressed
> > > about re-funding the funds to cover the defense.
> >
> > Ken, in your ardent unwillingness to read the bylaws, you have clearly
> > expressed an approach which the bylaws specifically forbid.  Get your head
> > out and read the bylaws.  They specifically block the funding of improper
> > actions.
> >
> > Additionally, as others have pointed out, SCNA could drain its treasury in
> > the short term just paying legal costs.  My actions don't drain SCNA funds
> > on the short term.  Yours would.  The position of the defendants would
> > also.
> >
> > Who is looking out for SCNA's welfare, here.  Certainly not your position!
> >
> > > I have yet to understand what significant offense occurred that should
> put
> > > the SCN organization into this financial bind.  In any event, I see this
> > > action as a direct attack on SCN, the organization that Rich wants us to
> > > believe that he supports.  At the very least, this is an attack on
> > > volunteers that will greatly impair the recruitment of valuable people
> in
> > > the future.  Tell me again, what was this immense offense?
> > >
> > > If Rich is seeking sympathy with this letter and that his actions are
> not
> > an
> > > attack on SCN, he needs to provide a lot more information than he has.
> >
> > Or, you need to read things more carefully, Ken, and consider the results
> > of your position.  If, in the end, you simply don't want to consider any
> > possibility that the violation of the procedures was wrong, you can think
> > whatever you wish.  It's not a great use of bandwidth to publicize your
> > head-in-the-sand position, however.
> >
> > Rich
> >
> 
> Previous messages deleted to shorten post.
> 
> 


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