Fri, Mar 11, 1994

John Fulton
2494 Hollins
Memphis, TN 38112
(and the other new Board members)


I am writing you for two reasons. The first is to enclose some things that I sent to the Board before you joined it which you may find of interest: two letters to the Board and one open letter. The second is briefly to discuss my view of the present situation.

The January Board meeting and the events that followed it have raised quite a number of different issues that both the Board and the membership will have to deal with. I believe, however, that there is one issue underlying the Board's actions and the membership's response, and that you must deal with that issue before going on to the others. That issue is the relation between the Board and the Society.

Legally, the Board has virtually uncontrolled power over the Corporation. While this arrangement may perhaps be a useful legal fiction, I believe that it misrepresents both the moral and the political situation. The Society was created not by the Board but by the membership, past and present--including, of course, many members of the Board, past and present. The Board is thus in the moral position not of owners but of trustees. Its obligation is to run the Corporation on behalf of the membership as the membership wishes it run. To the extent that the Board chooses to redesign the Society according to its preferences rather than the preferences of the membership, it is misappropriating other people's property, and ought to expect to be met with the outrage appropriate to such misappropriation.

Obviously, real issues are rarely as clearcut as the previous sentence makes them sound. The membership's preferences are poorly known and imprecisely defined. On many issues--choosing a new Society Marshall, for example--the membership may be poorly informed, and determining its desires, insofar as they exist, is probably more trouble than it is worth. In practice, the Board must make many decisions based on what it believes the membership would want if the membership knew what the Board knew.

The actions taken in the January meeting, however, were clearcut. In imposing required membership, the Board, in a matter that it knew (and said) was important, adopted a policy it preferred and which, on the basis of the best information available to it, the overwhelming majority of the membership opposed. By taking that action without any prior announcement or discussion, the Board signalled fairly clearly that it was not interested in whether or not it could persuade the membership to support the policy--that it would act on what it believed was good for the Society, whether or not the membership agreed. The letter that the Board sent out explaining its action made that even clearer. Nothing in the letter even suggested that the Board owed the membership an apology or an explanation for acting without consultation and against the apparent preferences of the membership. The clear message was that the Board had decided what policies ought to be adopted and was now informing the membership what it had done and why it was good for us. I do not think it is possible to explain that as simply poor public relations.

I have focussed on that particular decision because it is the clearest case. No serious argument has been offered to suggest that immediate action was necessary because of an emergency--the numbers provided by the Board make it fairly clear that, at least on their assumptions, required membership was almost irrelevant to balancing the budget. The issue was one long regarded, by people on both sides, as important, and it was one on which the Board had good reason to believe that, if it asked for an opinion, it would not get the opinion it wanted. I think similar criticisms can be made of other decisions made at that meeting, but I have preferred to concentrate on the clearest case.

If this description of what happened is correct, then the first decision you must make is which view of your role you accept: the view I have offered, or the view implied by the Board's recent acts and statements. Both positions are defensible, although I believe the latter is incorrect. If you intend to adopt it, you will be committing yourself to a conflict which may, and I hope will, end with the Board in control of a hollow shell and the members of the Society continuing their activities under some other organizational framework--most probably independently incorporated kingdoms.

If, on the other hand, you agree with me about the proper relationship between the Board and the membership, your first priority is to make that clear by reversing, so far as possible, the actions of the January meeting. Setting up committees to study the issues, although it may be desirable, is not sufficient. When you find yourself in possession of someone else's property, the first step is to give it back.

I therefore urge you, as your first official action, to reverse the resolution to require membership to attend events. Second, you should reverse the decision to cancel the by-subscription minutes, unless some urgent reason for that policy exists which has not yet been offered to the membership. If they do not meet the legal requirement for minutes, you can call them something else. Third, you should either reverse the increase in membership fees or announce that it will expire after a year, at which point you will decide, after consultation with the membership, whether it is really necessary as a permanent measure.

I do not know whether these actions will satisfy Their Majesties, but I believe they should--not as a final resolution of our problems, but as clear evidence that solving them is now a joint project of the membership and the Board, rather than a struggle between the membership and the Board.

Which brings me to a (brief) discussion of what those problems are. I believe they fall in three categories:

1. How ought the Board to be selected and controlled. This includes proposals for elections, royal appointment, etc., and also proposals to put more teeth into the present institutions for controlling the Board once chosen. I am less inclined than many to regard more democratic institutions as necessarily desirable, but I believe the events of the past few months do provide evidence that there is a problem with the present system--a problem that made it possible to have a Board whose views were very far from those of the membership, and whose opinion of how the membership felt was seriously mistaken.

2. How ought the Corporation to be organized. The three alternatives here are the present form, decentralization along the lines suggested in my first letter to the Board, and contracting out most of the mundane activities, along the lines that Friar Bertram has explored and will no doubt write you about.

3. How ought the issues raised in the January meeting be resolved. The most important of these issues is membership requirements. In my view, the long progress over (at least) the past twelve years towards required membership was based, not on good arguments for the specific requirements (officers, fighters, ...) but on an attitude of the Board that requiring more people to be members was a good thing. I therefore suggest that the same committee (if you use committees) that considers whether we ought to increase membership requirements ought also to consider whether we ought to decrease them. Similarly, in deciding whether the Board ought to reduce the information that members can get about the Board's activity--as it attempted to do at the January meeting--we should also consider whether it ought to increase that information, and if so how.

These are difficult issues and most of them, in my judgement, are ones where no serious damage will be done if we retain the status quo that existed before the January meeting for another few months. We have time to consider changes before we make them. The one exception is the question of balancing the budget. I do not think enough information has been made public to permit me to express a serious opinion on whether a price rise is necessary, and if so how large a one. Since this is already too long for the brief discussion I promised to offer you, I will accordingly close

Your Servant in the Society's Service

David Friedman
309 Mitchell St.
Ithaca, N.Y. 14850
607 273-7168

cc: The new board members
encl: Two letters to the Board, one open letter