Theos-Talk Archives (May 1998 Message tl00006)

hi -	

as a member of the board of Stil-Light (a public Corp.), now called
the Tanner Trust, I wanted to obtain feedback from the theosophical
community regarding the new proposed by-laws which were created at
Lake Junaleska, SC during the Mid-South Federation meeting of the TSA.

I was not able to attend the board meeting due to financial
considerations.  However, I did send to the board members my
view that unless the new by-laws specified some regionally
democratic procedure which included the TSA members,  that my vote 
on ratification of the new by-laws was 'NO'.

The board members present were:
Carol Ward (President) -- with 1 Proxy to her, from board member 
                          Gabe Lambiase
Miles Standish (Secretary)

at the meeting the board was extended to include:
Lewis Lucas 
Betty Bland.

the following proposed by-laws were the product of the meeting.
It should be noted that this is a draft document.  However,  I
believe it does reflect what appears to be the blatant creation 
of a classic oligarchy.

It is because I am devoted to the three objects of the TSA,
that I submit this for feedback from the general theosophical
community(s).  I will not be held morally responsible for
what appears to me as an attempt to seize control of the assets which
were graciously left to Stil-Light by the late Florice Tanner.

the following is the current by-laws proposal I recently received from
the meeting held at Lake Junaluska.

==========================================================

FLORICE TANNER FOUNDATION
BY-LAWS
(DATE)

ARTICLE I. PURPOSE

This Foundation is organized to further the three objects of 
The Theosophical Society.  Specifically, it is to provide funds 
to disseminate theosophy in but not limited to the Southeast 
District of The Theosophical Society in America.

ARTICLE II. MEMBERSHIP

The membership shall consist of a Board of Directors.

ARTICLE III. BOARD OF DIRECTORS

Section 1. BOARD DEFINED: The Foundation shall have a Board of 
Directors consisting of seven persons who are members in good 
standing of The Theosophical Society in America and who are active 
in the work of the Society.  In addition to these seven, the Board 
shall include the National President of The Theosophical Society 
in America as an ex-officio member.

Section 2. TERM: Directors shall serve for a term of five years 
beginning on June 1st, with initial rotation as provided in 
the minutes of the first meeting following adoption of these by-laws.
If a Director's position becomes vacant for any reason before 
expiration of that Director's term, a replacement shall be appointed 
to fill the position for the remainder of the term.  Directors 
may succeed themselves.

Section 3. METHOD OF APPOINTMENT: New Directors shall be appointed 
by the remaining members of the Board who have terms continuing 
beyond the date of appointment of the new Director.  First 
consideration for appointment of new Board members shall be given 
to those in elected positions representing members in the 
Southeast District of the Theosophical Society in America, 
especially Federation and Branch presidents, and the Southeast 
Director.

Section 4. DUTIES: Duties of the Board shall include the following: 

A. To formulate general policies for the operation of the Foundation.

B. To distribute funds generated by the Foundation through a 
grant-making procedure.

C. To hold meetings annually and at such other times as deemed 
necessary by the Chairperson or a majority of the members of the 
Board.

Section 5. OFFICERS: Officers of the Foundation shall be elected 
by the Board of Directors from among themselves.  The Officers, 
with their duties are as follows:

	A. Chairperson: The Chairperson shall be the Executive 
         Officer of the Board and shall, in consultation with 
         the other Directors, have general supervision, direction, 
         and control of the business affairs of the Foundation.  
         The Chairperson presides at all meetings.  The Chairperson 
         shall plan and promote a financial program for the 
         long-term operation of the Foundation.

	B. Secretary: The Secretary shall keep a book of records 
        and of minutes of all meetings.  The Secretary's official 
        records shall include both current and long-term important 
        documents.  The Board shall provide guidance as to what 
        records shall be kept for long term and for how long.  
        The Secretary shall handle the correspondence as directed 
        by the Chairperson.

	C. Treasurer: The Treasurer shall prepare or otherwise 
        produce regular statements of income and expenses as the 
        Board directs, including endowment fund status, and account 
        balances with all banks or other institutions where assets 
        are invested.  Reports shall include the financial 
        institution name, address, account numbers, and maturity 
        dates of any time deposits as applicable.  Statements from 
        all financial institutions shall be reconciled upon receipt.  
        All Treasurer reports and records shall include or give the 
        location of source documents as the Board directs.  An 
        operating cash fund shall be accessible to the Chairperson 
        and the Treasurer.  The Treasurer shall immediately report 
        to the Board any difficulty encountered in obtaining 
        statements of account balances from financial institutions, 
        the keeping of records, or in any other financial matter.

Section 6. REMOVAL OF BOARD MEMBERS:  If a Board Member should be 
        absent from or not participate in three successive meetings, 
        the remaining Board Members may declare that position vacant.

Section 7. VACANT OFFICES: Vacant offices shall be filled by 
        appointment by the Chairperson until the next regular 
        election of officers.  The Secretary shall acquire the added 
        authority and responsibilities of the Chairperson if at any 
        time that office becomes untimely vacant.

Section 8. QUORUM: For actions of the Board of Directors, the 
        Chairperson shall attempt to poll any absent members by 
        telephone, mail or other means, but if absent members cannot 
        be reached, a simple majority shall constitute a quorum.

ARTICLE IV. FISCAL YEAR

The fiscal year shall be the calendar year.

ARTICLE V. AMENDMENTS

Section 1. PROPOSAL AND ADOPTION: To be considered, amendments to 
        these by-laws must be proposed by at least two members of 
        the Board.  Amendments must be approved by at least a 
        2/3 vote of the full Board of Directors.  After adoption by 
        the Board, amendments shall be submitted to the National 
        Board of Directors of The Theosophical Society in America 
        for review and approval by the National Judiciary Committee.  
        Amendments shall not be valid until final approval by National 
        Headquarters of The Theosophical Society in America.  
        Amendments shall be signed and dated by the Chairperson and 
        the Secretary, and made a part of the permanent record.  
        Subsequent issues of the by-laws shall reflect the latest 
        amendments. 

ARTICLE VI. DISSOLUTION

If for any reason the Florice Tanner Foundation should be dissolved, 
after expenses of dissolution have been paid or provided for, all 
records, property and assets shall be turned over to The Theosophical 
Society in America, Wheaton, Illinois, to be used in such manner as 
its National Board of Directors may consider to be in the best 
interests of the Society.

Chairperson                    Date                 
Secretary                      Date