Amazingly Correct! SCN: $86,000 (was: Put up or shut up.)

[Kenneth Crandall]

Hi Rich,

This is truly amazing!  You can make a statement like ("I would also add
that, if the miscreants are successful in getting their hands on SCNA money
IN THE SHORT TERM, that will drain SCNA coffers.  -- even though the
miscreants will eventually lose.  At that point, they will owe SCNA the
money taken (?), but that could be after SCNA funds have been heavily used
up in the meantime.") in the face or the wording in section 7 (The Articles
of Incorporation which you now cite as the basis of your suit, the
unsupported stand that the sued are not entitled to indemnification, and I
would assume your use of the word miscreants).  Section 7.3 of these
articles seen to require that the sued board members be funded for their
legal fees.

I have attached the last half of Section 7.3 below as I have done in a
previous message.
"The claimant shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition, where the required undertaking has been tendered
to the Corporation), and thereafter the Corporation shall have the burden of
proving by a preponderance of the evidence that the claimant is not so
entitled.  Neither the failure of the Corporation (including the Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification
of or reimbursement or advancement of expenses to the claimant is proper in
the circumstances nor an actual determination by the Corporation (including
the Board of Directors, independent legal counsel, or its shareholders) that
the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a
presumption that the claimant is not so entitled."

Here the claimant is the person being sued who asks for reimbursement.  What
part of  "shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim" is not clear?  Furthermore,
"thereafter the Corporation shall have the burden of proving by a
preponderance of the evidence that the claimant is not so entitled.", at
least suggest that there needs to be a preponderance of evidence
[preponderance - when enough just is not enough].  Your claims to the
contrary, there has been a lack of evidence that the claimants are not
entitled and it appears that a determination of the Board of Directors,
independent counsel, or its shareholders that the claimant(s) are not
entitled to indemnification shall not create a presumption that the
claimant(s) is not so entitled.  These are powerful words.  How do suggest
that they be put aside?  Your demands are not enough in themselves.  Where
is your preponderance of evidence to save SCNA these expenses that you say
are unwarranted?

If you are really interested in the future of SCNA, then why are you
proceeding with this lawsuit that guarantees a major fiscal problem for
SCNA.  I agree that this is a serious organizational problem, but it is a
problem of your making and that only you can control.  I am not a lawyer,
nor are must of us, but it not clear to me that even in the event that you
were successful in your lawsuit, that the parties you are suing would not
still be indemnified ($86,000 {or what ever} plus legal expenses).  Please
be more specific in how you plan to protect the interests of SCNA for those
of us who are concerned.
						Kenneth Crandall

-----Original Message-----
From: owner-scn at scn.org [mailto:owner-scn at scn.org]On Behalf Of Rich
Littleton
Sent: Monday, June 26, 2000 1:07 PM
To: J. Johnson
Cc: Irene Mogol; scn at scn.org
Subject: Re: Amazingly Correct! SCN: $86,000 (was: Put up or shut up.)



I can't believe it.  I actually agree with JJ in much of what he said.

I would alter "credibilty" to something more like "board responsibility."
But JJ is generally right.

His money figure is outdated, but that is secondary.

I would also add that, if the miscreants are successful in getting their
hands on SCNA money IN THE SHORT TERM, that will drain SCNA coffers.  --
even though the miscreants will eventually lose.  At that point, they will
owe SCNA the money taken (?), but that could be after SCNA funds have been
heavily used up in the meantime.

This is very serious organization business.

Rich



______________________________________________________________________


On Sun, 25 Jun 2000, J. Johnson wrote:

> Irene, and all other bystanders:  this is not some petty, private quarrel
> between Rich and three or four or a dozen people that don't like him.  It
> comes down to credibility.  Rich would probably say it's the credibility
> of the Board at stake; the rest of us would say it's his credibility on
> the line.  You bystanders are the jury; the issue is not going anywhere,
> let alone away, until you all come down one way or the other.  (Or all of
> the disputants on one side or the other all go away.)
>
> It is also a matter of a large sum of money.  As only one of several
> issues here, it is an uncontroverted fact that Rich has sued several Board
> members and other SCN volunteers, asking for damages of around $86,000.
> And if Rich were to win, most of us read the by-laws as requiring SCNA to
> foot the bill--which would bankrupt us.  Is this petty?
>
> The matter is neither petty nor private--it could involve SCN's
> existence.  (Rich says no; read the by-laws and decide for yourself.)
> A fist-fight would be quite irrelevant.
>
> === JJ =================================================================
>
> On Sun, 25 Jun 2000, Irene Mogol wrote:
>
> > All this stuff is getting pretty boring and repetitive and going nowhere
> > fast.  I would think that all of you, being intelligent people, could
> > settle this matter in a civilized way - face to face.
> >
> > A good place for the meeting would be on any vacant lot, with you all
> > coming out, fists first. I would be honored to be the referee, and even
> > organize a cheering (first-aid) squad.
> >
> > May the best man win?????
> >
> >
> >
>
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