Since my term as President of the Free Spirit Alliance (from the fall of 2010 through fall of 2011), I have remained active in the Free Spirit Gathering most years as a staff member or presenter, and tried to develop a position as a "leading citizen" of FSA, with no special position or office of authority but some knowledge of how things work and an objective to help members be heard. I've also tried to continue to promote FSG to the broader Pagan community, though my connections to the Starwood Festival and through my blog on the Patheos Pagan channel.
I'd like to make a statement about the recent situation, trying to put it in historical context and also a context about the structure of FSA.
And as a bit of spiritual context, on Sunday I attended the Maryland Renaissance Festival, where (besides drinking beer and singing along at the White Hart) I had a rune reading by longtime FSA friend Diana S., a.k.a. Sif. One of the runes that came up was Hagalaz, "hail"; in context, the meaning she explained was "pruning", breaking away the weak or rotten branches.
This had a literal relevance to my life, as the large birch tree in my backyard was heavily "pruned" by an ice storm last winter -- and, after a little chainsaw work to clean things up, came back strong and green in the spring.
So. Perhaps here in the fall -- the time of Metal, in Traditional Chinese Medicine, of that which cuts away and establishes boundaries -- it is time for some pruning, so that FSA may bloom strong come the spring.
In the interests of transparency, I note that over the past week I've had an extended phone call (about 45 minutes) with FSA VP Craig S., and brief Facebook exchanges with Trustees Tim S. and Mike S. I have not been offered, asked for, or accepted any special role or office, but have expressed my general willingness to work to help FSG continue.
But I am also considering the meaning of Hagalaz to not over-extend myself, to prune back on being over-committed.
There is a business meeting scheduled this Sunday, October 6th. I will be unable to attend, even remotely (I will be on a train from New York to Baltimore) but I will ask that an abbreviated version of this statement be read.
While a notice of the meeting was sent out well in advance, the agenda of the meeting was sent out Friday, September 27 -- nine days before the meeting. We have, if I recall correctly, believed that a ten day notice of the agenda was required under Maryland law -- but I am far from certain about this. Given the potential for contentious votes at this meeting I urge the Admin Board to check with a qualified attorney about the requirements here.
The Fire Last Time
FSA's last crisis was in May 2015. In February of that year, allegations arose that the Financial Secretary had "borrowed, but not yet repaid", a substantial amount of cash from FSA. This allegation turned out to be a great exaggeration of a smaller, but real, indiscretion. The handling of this led to a conflict between the Trustees and the Admin Board. The details of that are not directly relevant, except that it led me -- acting solely as an FSA member -- to introduce a "Motion for Censure" at the May 2015 meeting. As recorded in the meeting agenda (yes, I keep all those old e-mails):
Whereas, according to the Eighth of the Free Spirit Alliance Articles of Incorporation, "The Board of Trustees performs the following duties: ... Audits to the records and reports kept by the Administrative Board at least once a year"; and
Whereas, The Board of Trustees has not been regular in the performance of this vital duty; and
Whereas, this duty and the failure to perform it have been repeatedly brought to the attention of the Board; and
Whereas, according to the e-mail sent to the membership by the Administrative Secretary on May 7 2015, sometime prior to the end of March 2015 allegations of theft were brought to the attention of the Administrative Board and the Board of Trustees, yet as of the date of that e-mail no audit had been performed to determine if a theft had occurred;
Therefore, the Membership of Free Spirit Alliance adopts this motion of censure as an expression of concern and disappointment, as a formal reprimand to the Board of Trustees, and as a demand for future adherence to this auditing requirement.
The duty of the Trustees to perform a yearly audit may be their most important function in the organization. Even though this "Motion for Censure" did not pass, since it was made there is no excuse for the Trustees to be unaware of this duty. Yet it seems it still has not been performed, at least not regularly.
The Fire The Time Before Last
Before the 2015 crisis, FSA's most recent previous crisis (and we do seem to have lurched from one to the next the past decade or so) was in 2012, when Trustee Cat C. breached her fiduciary duty to FSA and stole the Beltane event for her company. At that time I made an extensive public statement which said in part:
As Vice President, like most Vice Presidents, I didn't do much except fill in and assist here and there, and generally try to be a booster for the organization. But when I became President, I finally took a good look around -- and found a total mess. Basic corporate housekeeping had been neglected for years, records were a disaster, there was nothing resembling a budget, we had no idea where money was going, corporate by-laws about spending were being completely disregarded, and compliance with tax laws was questionable.
Some of those problems can be attributed to health issues that left one of FSA's previous officers unable to fulfill his duties. But there is a backstop in place in FSAb's corporate structure that should catch problems like that: the Trustees of the organization are required by the articles of incorporation to perform an audit on at least a yearly basis.
The Trustees apparently had not done this in some time, and so problems had grown. An atmosphere of general carelessness prevailed in FSA's financial and corporate operations.
A new Financial Secretary (who I had dragooned into running for office -- sorry), Administrative Secretary, and Vice President took office at the same time I did, and we were able to clean up a lot of the mess and lead FSA to its first financially successful year in some time.
A Trustee has a fiduciary duty to act in FSA's best interests. In keeping with this, the Trustee's duty would be to bring the matter to the attention of the other Trustees, who could direct the President or Vice President to correct it.
Even if the Trustee in question didn't look at these provisions of the articles, or disagreed with my interpretation of them here, it is clear that the reasonable and prudent thing to do is to raise a fuss if you believe that an important aspect of FSA's business is in jeopardy.
So the duty of Trustees to perform audits, to act in FSA's interests, and act as the ultimate "backstop" for the organization's business, had been a matter of public discussion since 2012.
Over the past decade or so FSG has lost money almost every year. This, in itself, is an damning statement about the failure of FSA leadership and senior FSG staff to implement the fiscal discipline necessary for the survival of the organization. But beyond that there are several disturbing allegations in a September 27 e-mail from FSA Vice-President Craig S.to the new FSA-announce e-mail list on groups.io, forwarded to the membership at the request of Trustee Mike S.
1. A Trustee and (past) Secretary acted to cover up a financial indiscretion by the Treasurer.
Three days ago, of her own volition, the current Treasurer disclosed to the President and Vice President that on 11/15/2018, that they made an error in judgement and misappropriated Organizational funds for a personal debt obligation. It was quickly repaid that same day, yet it is still a transgression. The Treasurer reached out to then Secretary and a current Trustee to tell them what they had done, and we will have email confirmation of that delivered shortly. The then Secretary and current Trustee told the current Treasurer to tell no one anything ever, and to not do it again. That is a gross violation of the FSA code of honor as well as fiduciary responsibility.
The people involved her deserve a fair hearing. However if these allegations are borne out, this sort of cover-up is a serious violation of trust. If these allegations are borne out the Trustee in question should be removed, and they and the then-Secretary should be banned for at least several years from holding any office in FSA or senior staff position at any FSA event. The Treasurer, by making immediate restitution and by coming forward to a Trustee, would seem to have committed a lesser offense, but that's a judgment call for the membership to make.
2. FSA has not only failed to restore its 501(c)3 status, it is no longer "in good standing" with Maryland:
The Executive focus is to repair the damage done by past Trustee oversight and Treasure submission failures, as reflected in the State Certificate of Not Good Standing than threatens our incorporation, as well as the loss of our 501c3 status in 2013, a loss that no one has done ANYTHING about until the current Executive Board directed its Treasurer to clarify the situation and steps of remediation. FSA/FSG has lost access to a plethora of resources that requires federal tax free status, and our donors can not claim the donations on their taxes. That is a big issue.
...It began when Ben (******) from Technology was unable to verify FSA as a 501c3 Non-Profit Organization to acquire the free Google Cloud G-Suite for Non-Profits. That lead to investigating our tax exempt status, which expanded to examining our status with Maryland, recalling Eve’s statement on Slack that she was hoping that our being in bad standing with the State was simply due to ***** not being reported as our resident holder address. It was not, it is a more serious filing issue that has existed for a while.
(I have elided nicknames which might be personally identifying from the above quotation.) If it is true that FSA has lost both its 501(c)3 status and our good standing with Maryland, that indicates that the Trustees have failed to perform their auditing duty, have failed to provide the oversight that defines their position.
It may be that some among the Trustees have tried to push for these functions to be fulfilled. But as a group, the Trustees over the past few year have failed in their fundamental duty to the organization.
Those Trustees who have not pushed for these duties to be fulfilled have failed in their fiduciary duties to the organization and must step down.
If there are current Trustees who have unsuccessfully pushed for these duties to be fulfilled, I thank them for doing so. However I suggest to them that it may be best, at this time, to make way for an entirely new group of Trustees, a "clean sweep" to get things on the right track.
In response to the recent allegations, the Trustees have responded:
The trustees are aware of ongoing financial problems, as these issues were previously brought to our specific attention as well as discussed in general business meetings. We are at present investigating this and other issues and will present our findings at the 6 October 2019 business meeting. Thank you for your continued patience and support.
Given that these problems have been ongoing for several years now, this is an entirely inadequate response.
3. Controversy over the signing of the new contract with Ramblewood:
Flash forward to a few weeks ago. A current Trustee emailed the Vice President accusing him of violating the Bylaws many weeks prior by having gone down on an announced trip to Ramblewood on 07/26/19 to finalize and secure the new negotiated contract with Camp Ramblewood, without a Trustee being present to witness the signing of the contract....Utilizing the emergency powers the Bylaws gives the President and/or his designee to utilize when a situation is urgent and justified, the Executive Board asserts that no wrong doing was done in those hectic rapid response weeks post Festival.
It is true that the Bylaws require contracts be witnessed by a Trustee. It is also true that they allow the President to "[make] problem-solving decisions on behalf of the Corporation when such decisions either cannot be deferred until the next meeting or do not require approval by the members (in such cases, the President acts upon advisement of the Trustees)" and to "delegate these tasks others as necessary or expedient." Certainly making a new contract with Ramblewood in the wake of FSA's failure to meet its previous contract is the sort of thing that "cannot be deferred until the next meeting".
It would have been better for a Trustee to be present, yes. If the Trustees were not properly informed it would be appropriate to censure the President for this, but given the urgency of obtaining a new contract -- a new contract made necessary by repeated failures on the part of prior FSA leadership -- I cannot judge the infraction as being a major one.
4. President's call for the Trustees to resign
The President concurs that the entire Board of Trustees needs to resign, that elections need to be held at a special business meeting called for that purpose, and that anyone who was a Trustee during the specified time frames of failure to act can not run for this election. The President does assert that it is reasonable to presume that the most newly-elected trustee knew of the Treasurer's unauthorized use of Organizational funds, yet disclosed nothing when running for Trustee, As this is as a de facto offense against the fiduciary oversight purpose of the office he was running for. This compromises trust and necessitates resignation.
In so far as at least some -- apparently a majority -- of Trustees have failed to execute their fundamental duties, I agree with the call for resignation. However I do not know on what basis the President has concluded that the most newly-elected Trustee knew of the Treasurer's indiscretion. It is inappropriate for the President to make such a presumption; the Trustee in question has the right to answer this allegation in front of the membership.
5. President's dismissal of "Past Senior Operational Leadership" (PSOL)
The President has decided that while the Organization thanks the PSOL for their years of service and effort, that their continued involvement on Staff is no longer in the best interests of the Organization at this time, and that FSA/FSG has to be directed in a new direction with a new generation of Operational Leadership. The Operational Appointments of the current FSA Trustees as FSA/FSG Staff, in all capacities, are hereby and immediately rescinded. In addition the Assistant Director of IT/Website and the FSA Forms and Format Depository Expert staff Appointments are rescinded.
Under the structure of FSA, all committee positions, including festival staff positions, ultimately devolve from appointment by the President. So that the President has the authority to rescind such appointments seems incontrovertible. However, to do so publicly seems ill-advised. It also seems ill-advised to use intimidating language such as "any actions as a Member that jeopardizes FSA/FSG in terms of reputation and viability is grounds to be possibly banned as a Member."
So. Where do we go from here?
There has to be a change in how we do things. What we have been doing, has not been working. The "seven pillar plan" shows promise. But we cannot afford to lose accumulated operational knowledge.
We must embrace the new while keeping the old. And we must not alienate current members or staff, even if we decide to "go in a different direction", as the cliche goes.
There is not an easy answer. But I urge patience on all sides.
Addendum, October 3: While I am critical of the Trustees as an institution, it is important to distinguish between a structural/institutional failing, and a personal failing. Due to the structure of our Board of Trustees, each person comes in with four more senior members, and it is natural for them to assume that these senior members know what they're doing. Suggesting that individual Trustees bear liability for institutional failings is not appropriate.