SCN: B.s., legal and executive.

[J. Johnson]

First of all: I think everyone here is on the 'scn' list, so henceforth I
will respond only to the list.

Second: the coffee shop was actually in Wallingford (just one neighborhood
off), but other than that I support Rod (attaboy): WHERE ARE THE MEETINGS?

Third: Just as might be expected from his prior performances, Steve Guest
has again successfully eluded comprehension.  Article 13 ("Distribution
upon dissolution") of the articles of incorporation says:

  If the Corporation obtains an exemption under Section 501(c)(3) of
  the Code, then upon dissolution of the Corporation under the Act, all of
  its assets remaining after payment of creditors shall be distributed to
  one or more organizations selected by the Board of Directors which are
  qualified as exempt from taxation under the provisions of Section
  501(c)(3) of the Code for one or more exempt purposes.  In no event
  shall any of the Corporation's assets be distributed to the officers
  or directors of the Corporation.

Notice: no mention of CPSR.  Aside from the the 501c3 (non-profit)
restriction, entirely at the discretion of the Directors.  

Fourth: "The ACLU attorney who setup the rules" did a LOUSY job.  The
By-laws ("rules"?) have been part of the problem,  (This has been
previously discussed.)  Revisions are needed, but I think quite unlikely.

Fifth: All of the Directors since about 2004 have been nonfeasant and
invalid (if not illegal). They have not performed, would seem unable to
peform, necessary executive functions.  Any revival of SCNA requires
their complete removal.

Sixth: But who will step in? I remind everyone that in a previous
discussion there were insufficient volunteers. 

=== JJohnson =====================================================

On Thu, 30 Jun 2011, Steve Guest wrote:

> Hi Lois
> Having officially resigned from the SCNA board about 3 years ago I cannot
> tell you the current situation.  I do not see Joel or Ti listed in this
> email and they were still board members when I resigned.
> 
> As for the disposal of the SCNA assets and funds the articles of
> incorporation, the constitution and the by-laws where appropriate were all
> very clear - these must all go to CPSR.  Having tried to change a small
> aspect of these by-laws to give the board the ability to perform a required
> and expected management function - and failing - I would expect these asset
> and fund dispersal requirements have not changed.  Therefore they cannot
> simply be transferred to another non-profit.
> 
> The ACLU attorney who setup the rules did a great job.  I had discussions
> with four attorneys on ways to change these documents, including the one who
> did the original work.  There are copies of the documents on the web site
> should you need them.  I would have your own legal counsel look at these.
> 
> Steve
> 
> Dr. Steve Guest
> 206-364-5636


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