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P R
O P O S A L : October 10, 1986 To: Adelphi Directors From: Robert Machiz Subject: Reformation Plan Objective: The objectives
of the reformation plan are to allow TAO to move forward with its mission by: 1.
clarifying the
direction of TAO and the Adelphi community 2.
protecting the
organization’s tax-exemption status 3.
restoring the
integrity of TAO’s democratic principles. Present Situation: The organization is reeling from the recent
disclosure concerning Richard’s activity. The organization needs to deal with
the various legal and organizational issues confronting it; however, the
present focus is still “Richard-oriented.” Richard is still involving himself
in the process and this, whether his intention or not, serves to obfuscate the
issues. In the past TAO has talked
about itself as a democratic organization and yet we find that Richard was
the sole authority in three key areas: Land trustee, Philadelphia Fund
trustee, and head of Admissions. In these capacities he was not accountable
to anyone including the membership. Proposal: That the board adopt and implement a
reformation plan and present this reformation plan at the next TAO meeting.
The plan could be modified on the basis of group input but the intention is
to indicate that the organization is moving forward. The components of the
reformation plan are: 1. Affirm
that Richard has already resigned and the board is operating from that
understanding. Members may want to open this for discussion (after the
presentation of the entire plan). 2. Create
six committees each with a carefully worded charter and each with a task
deadline. The three committees are: a. Bylaws:
Consists of the directors and two appointees by the board. Their purpose is
to identify areas of the bylaws that are trouble and to recommend a solution.
The exact wording should be by Bill Elliott. b. Direction:
Consists of seven people including one or two directors with the rest
appointed by them. Their purpose is to make recommendations on the general
direction of the community and the or organization. Possibly re-submit the
Actualizing Adelphi ‘86 Commit report that was made before Richard’s
deletions. c. Programs:
Consists of five people including one or two directors with the rest
appointed by them. Their purpose would be to make recommendations on program
areas to support the tax exempt purpose. d. Philadelphia
Fund and Land Trust: The board of directors would be this committee. Their
purpose would be to develop a plan to liquidate or terminate the trusts and
place the corpus under the control of the organization for proper
disposition. e. Restitution: The board
of directors and two others will serve on this committee. Their purpose is to
negotiate with Richard to recover all corporate assets including the $3,000
short fall from the sale of The board should also
indicate their desires on who should serve on each of the committees prior to
presenting this. The committees would have three weeks to make their
recommendations. All recommendations would
be made to the board who may adopt or modify them. Once adopted, the
recommendations will be presented to the group for input prior to
implementation. I recommend that the board
adopt the attitude that it is time to move forward and to take affirmative
steps in a way that allows members input. The objective is to restore TAO as
a democracy in a more true sense. The plan does not preclude
the expression of feelings and concerns that different members have toward
what has happened. The intention is to separate the substantive issues from
personalities—to separate business from emotions. I suggest that feelings and
such be discussed under a more therapeutic environment that is free from the
charge created by the business issues. In this case, ground rules for people
to express themselves with more satisfaction can be developed. Advantages: This advantages of the reformation plan are: 1. It
puts the problem in an “action mode” and defines a context and reference
point for member input. It take a “solution oriented” approach to the
situation. 2. The
plan deals with the key issues and allows for additional input from members
while maintaining the need for the board to make the final decisions and take
the actions necessary in order to perform their fiduciary duty. 3. The
plan provides an opportunity for some creative expression of ideas in the
areas of programs and development of the Adelphi community. This will help to
keep the group goal oriented which is important during a time a redefinition
and reevaluation of commitments. Disadvantages: The
disadvantages of this plan are mostly based upon membership reaction, in
other words, politics. They are: 1. Some people may feel threatened by the board taking an active and
affirmative position on these issues resulting on attacks on the boards
intentions or accusations of “rail-roading” the matter. It can be pointed out
that the board desires to operate Adelphi in a more straight forward,
democratic fashion. 2. Some
people may not like the shifting of attention from the “Richard issue” to
resolution in that their hope may be to somehow use the process to keep
Richard involved at some degree. It could be said that the board is acting
out of line in saying that Richard has resigned and it’s time to move on. In
this case, the facts (August 19th minutes)speak for themselves. 3. Richard
may use his remaining time to take some parting shots at the board(s) and
suggest a reformation program of his own which may not address the
corporation’s or the director’s legal responsibilities. This may just be a
price for action and if it happens, we’ll just do our best to stay focused on
the real issues. Action: If the board
approves of this format, the action steps are to: 1.
Advise Richard
in writing on his membership status. 2.
Define each
committee’s charter. 3.
Select people
for each committee and see if they are interested in being on it (before the
meeting). 4.
Draft a
statement on the process for reading at the meeting. 5.
Develop a
schedule. 6.
Review plan
with Bill Elliott. 7.
Hold the
meeting and review. Take input and modify the plan as needed. 8.
Committees to
meet and make their recommendations to the board. 9.
Board to work
the committee recommendations into the reformation plan for review with the
membership. 10.
Membership
meeting to review the reformation plan. 11.
Implement the
plan. 12.
Keep membership
advised. * * * |
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