EU Team Destroying NPA?
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EU Team Destroying NPA?
by LloydK Wed Nov 19, 2014 11:59 am
Letter to NPA Members
John Chappell Natural Philosophy Society
Nov 18 at 6:24 PM
by Nick Percival
Dear NPA Members
Dr. Cynthia Whitney, the NPA President, has recently written to the NPA Board urging member elections for the good of the NPA and specifically to avoid fracturing the NPA. The board's decision and, hopefully, subsequent member vote is most important. Below I give the legal and ethical arguments for such a vote and discuss why we need a new board. Because much misinformation has been put forth, I do this in the context of replying to Col Springer's email. I urge the rest of the board members to join Dr. Whitney in doing the right thing for the NPA and its membership by supporting this member vote motion. Remember that the will of the membership has so far been thwarted. In January, in response to a petition, 150+ signatures requesting Col Springer and Mr. Newburn resign were submitted in an amazingly short time. This request was ignored. Then, in August, a formal membership vote yielded a 181-9 request for Col Springer and Mr. Newburn to leave the board ASAP. This request was ignored. It's natural to put one's own self interest, be it an issue of prestige, power, a platform for promoting one's ideas, personal revenge or whatever, above doing what's right for the NPA, for the NPA membership and indeed for the dissident movement itself. It's also easy to rationalize why promoting the former is consistent with the latter. I also realize board members will tend to have a knee jerk reaction to reading about why the board should support an NPA member vote that may lead to their being removed from the board. So I ask upfront that the directors read this with an open mind and a view to what's really in the interest of the NPA membership.
Greg Volk took great care in being accurate in the original, January petition along with its copious documentation. Greg Volk, Duncan Shaw, Lou LaFollette and I took great care in being accurate in our summer letters and we continue to do so. Col Springer's response to Greg's and my letters intended to convey that he had been smeared by falsehoods. That response is written in the same style as Col Springer's response to the January petition where 150+ NPA members asked for his resignation. Our review of his latest response is that it conveys a completely erroneous rebuttal.
Col Springer's reply to my and Greg Volk's letters used the words "false", "falsehood" and "misleading" a grand total of 13 times. Some of Col Springer's statements used to support those allegations are true, BUT they are put into a context that, ironically, is most misleading and tries, falsely, to make it appear that Greg and I wrote things that were not true and that Col Springer is making an honest attempt at getting the truth out. First, the points that Col Springer alleged regarding his and Mr. Newburn's not paying David are false as shown by the documentation presented with the original petition and as clearly articulated by Greg, Nick and David himself. Below we give Col Springer's characterization of the dispute and then follow it with what actually occurred.
Col Springer wrote,
"The dispute was in fact a series of actions by the Board through which a majority of the Board considered and acted on a request from David de Hilster that he be paid a fixed sum of money as compensation for website related services. The Board provisionally agreed to pay the requested sum on condition that David relinquish to the Board his total control of the NPA internet presence. David released control of the worldnpa.org website, but would not permit administrative access to the worldsci.org website where all the NPA member data and works were stored. David's refusal to allow the NPA Board to administratively access and control of the core data of the organization constituted failure to meet the provisional conditions and the payment could not be completed. David has since had opportunity to file a compensation claim for the verifiable expenses related to his website maintenance and hosting -- but he has refused to file such a claim for which he would be paid. That David has not been paid as he requested is due to failure of action on his part and not due to refusal by the Board to pay."
Below is what actually occurred:
The "old" board approved compensation for Greg's and David's work including significant out of pocket expenses. Greg and David completed the work and paid for related expenses and requested payment per the prior agreement from the prior NPA board. Mr. Newburn, Treasurer and controller of the NPA checking accounts, with Col Springer's support, refused to pay Greg and David from the NPA checking accounts (containing members' dues and monies directly raised by Greg and David's prior work) for the board approved and completed work. The rationale was that Mr. Newburn and Col Springer had not approved the work which had been approved before they came on the board (Col Springer and Mr. Newburn knew it had been pre-approved.). As Col Springer writes,
"The Board provisionally agreed to pay the requested sum on condition that David relinquish to the Board his total control of the NPA internet presence. David released control of the worldnpa.org website...".
However, Col Springer goes on to claim that David "... would not permit administrative access to the worldsci.org website where all the NPA member data and works were stored." This is NOT true. David did provide "administrative access to the worldsci data base where all the NPA member data and works were stored." It is beyond our comprehension that Col Springer is not aware of this simple, straightforward and demonstrated fact. Col Springer goes on, "David has since had opportunity to file a compensation claim for the verifiable expenses related to his website maintenance and hosting "¦".
Col Springer makes this last statement about a "compensation claim" when he knows that David has made a continuing series of claims for compensation for more than a year! The summary claim by Col Springer "That David has not been paid as he requested is due to failure of action on his part and not due to refusal by the Board to pay" simply is not true!
Carefully reading the rest of Col Springer's rebuttal shows that the bulk of the rest of his response was written in the same style.
It is ironic that at one point Col Springer invoked "conflict of interest" and yet, ironically, he chose to use a significant percentage of NPA funds to pay lawyers to write threatening letters to NPA members so as to further his NPA reign. He claimed these actions were to protect the NPA - some of these actions were after two overwhelming votes by the membership that he leave the board - with the 2nd vote having 95+% of the NPA membership voting that he leave office ASAP! As noted elsewhere, 95+% agreement by NPA members is unprecedented. So using NPA funds to stifle the expression of 95+% of the NPA membership is the ultimate in "conflict of interest". Since the NPA funds came from NPA member dues, NPA members, using their own due diligence, should consider demanding their dues money back - especially if this, to understate it, misuse of their funds continues.
Next Col Springer writes,
"Nick states "˜Springer wrote by-laws to have a new position as he couldn't unseat President Cynthia Whitney.' A very misleading and uninformed statement."
Then Col Springer goes on to detail what he did. Even though Col Springer writes euphemistically to make it sound better, it reads to me like a detailed account of how he "wrote by-laws to have a new position as he couldn't unseat President Cynthia Whitney" "“ in other words, he gives the details that support my original statement. Regarding his writing
euphemistically, Col Springer writes, "Greg agreed to step down as Board Chair during this time" "“ No! Greg did NOT "agree to step down", instead Greg resigned in protest over Springer's outrageous treatment of David. (Greg refers to Springer's statements that have a wisp of a connection to the truth but which assert something quite unrelated to reality as "Barryese", others prefer the term "Springerese" - I'm just showing some examples.)
Col Springer's claimed:
"Nick states that Board Chair Springer "was not chosen by the Board, "¦ but just Greg."Â Totally false. Mr. Springer responded to a call for nominations and was elected to the Board by unanimous vote of the Board in accordance with the By-Laws. This is just another blatant falsehood and personal attack intended to try to de-legitimize the current Board"
Analysis of Col Springer's claim:
To attack my claim that Board Chair Springer "was not chosen by the Board or by the members, but just Greg who has long since withdrawn that endorsement", Col Springer tries to convince the NPA members that he was chosen by the board because he "responded to a call for nominations and was elected to the Board". Hence, Col Springer tries to convince the NPA members that what I said was aimed at deception and he was really chosen by the board. The assertion that he "responded to a call for nominations and was elected to the Board" is true, but Col Springer's intended implication that therefore the board "chose" him is not accurate. Instead, Greg Volk gave his recommendation of Col Springer to the board which gave rubber stamp approval and, of course, the required administrative steps were done. Col Springer's rebuttal implication that he submitted his nomination along with others and the board as a group reviewed those nominations and the board as a group found his to be the best entry and the board as a group chose him for the board is false.
Col Springer did not expect to fool Greg Volk or myself or anyone else who knew the truth, with his rebuttal, but he expected that most of the membership would not know the details and that they would accept his statements at face value. This technique of using some bits that are true but giving them a twist or using them in a deceptive context so as to deceive the reader is pervasive in his reply and in his prior reply which was so transparent that the membership easily saw through it. Col Springer's style does not show respect for the intended readers, namely, the NPA membership.
Wanting to be sure I had my facts right, I asked Greg if my original account was correct and if my analysis of Col Springer's reply was correct and indeed it was "“ except for one thing. Greg added that actually he chose Col Springer because Col Springer was strongly recommended for the job by Dave Talbott, head of the Electric Universe and the Thunderbolts Project. Col Springer is a long time active participant in and admirer of the Electric Universe (I use the word "participant" since the Electric Universe does not use the construct of "members".).
To recap, Greg chose Col Springer and the board approved that recommendation. Greg's choice was based on Dave Talbott's strong recommendation of Col Springer. Since Col Springer's coming on the NPA board, the NPA has been all but destroyed. The best that Col Springer's supporters can counter with is that the destruction of the NPA has been for the better. I and 95+% of the membership have gone on record disagreeing with that claim.
If I, and presumably most anyone, strongly recommended Col Springer and that lead directly to Col Springer's being appointed to the board, I would feel responsible for the destruction of the NPA and for his treatment of Greg and David and for his continual targeting of long time dissident contributors and I would, therefore, make every effort to AFFECT REMEDIAL ACTION. I would go to Col Springer and say, "Your selection as a director was based on my personal recommendation, hence, you are my representative and I abhor what you have done to this brother dissident organization. I consider your actions to have been a betrayal of my trust. I ask you to take action now to undo what you have wrought." Just issuing spin statements to try to escape responsibility would simply indicate a desire to hide approval of Col Springer's actions. Either one takes strong remedial action or one endorses the actions of Col Springer. The Electric Universe is a wonderful dissident organization with lots of great members - several of whom laid the groundwork for the above line of reasoning for me. One needs to remember Jesus's warning that "One cannot serve two masters." Greg, who tends to trust people, naturally assumed Dave Talbott's recommendation was pure and that Col Springer would be thinking only in terms of what's best for the NPA when Col Springer was acting as an NPA board member. Dissidents face a very formidable foe in mainstream physics - one should not embark on a plan that will lead to the destroying of another's dissident organization and if one sees that's where one's actions, intentional or unintentional, have lead, one should take remedial action.
Col Springer has indicated that he does not like the mission of the NPA, the basic values of the NPA, the quality of the NPA membership or the dues structure, etc. However, Col Springer, et al, apparently coveted the highly respected NPA brand name and NPA reputation and the World Science Data Base and that was the motivation for the actions that led to the events described above "“ the plan most likely did not include purposely destroying the NPA, but when events led in that direction, there was no effort made to avert that outcome. Instead, Col Springer should have started his own dissident organization and put in the time and effort to build something according to his unique, personal vision rather than taking what others spent decades building and leaving only an empty shell.
After Col Springer hounded David de Hilster out of the board with threats of lawsuits, Greg resigned in protest hoping to shame Col Springer into a more productive mode.
Col Springer's next step was to load the Col Springer Board with Col Springer supporters so that he could be elevated from "ordinary" board member to controlling the Col Springer Board. It appears that he also did this so he could claim that his actions were "the board approved" actions. He did this erroneously thinking that his own By-laws allowed him to do this "“ they didn't. Col Springer's first addition was David Harrison who is an active Electric Universe participant and the sole proprietor of a small business primarily selling Electric Universe's Thunderbolts Project apparel. David Harrison was a nice person who had been helpful to the NPA, but who would not meet the normal criteria for being a director of the NPA. Then Col Springer selected Sam Falaki, a Thunderbolts Project volunteer, who had limited exposure to the NPA and who would not meet the normal criteria for being a director of the NPA, but who would be loyal to Col Springer. David and Sam owe much to Col Springer and Dave Talbott. (Mr. Newburn is and has been an active participant in the Electric Universe.)
Col Springer, despite his attempted rebuttal arguing that he was not "just chosen by Greg", will have to admit that he was not elected king by the members and swept into office by mandate despite his humble protests. After having assumed the title of "Board Chair", Col Springer then filled his court with his #1 selection criterion apparently being loyalty to him "“ once he had a fixed majority on the board, he could include Bill Lucas as an excellent director and then he could also assert that all his actions were board certified "“ well, at least certified by his hand-picked supporters.
Basically, Col Springer's ascendancy was a farce. This is an important point. Some may praise Col Springer's skills at office politics. However, ask yourself, "Have those office politics skills been beneficial to the NPA?" No, they have destroyed it.
In this email, we'll discuss the errors that Col Springer made in his machinations and how he is in violation of his own By-laws and Maryland law. While these topics may seem superfluous since Col Springer and Mr. Newburn have been voted off the board by the members, they are still relevant as they have not yet left. Had Col Springer been elected by the members to his made up NPA title, "Board Chair", or had a full board of long time NPA leaders selected Col Springer as the board leader/"Board Chair", we would not raise the issue of failing to comply with the By-laws to unseat him as a duly elected leader. However, since Col Springer ascendancy was just a series of machinations utilizing the By-laws he crafted, it is appropriate that the errors he made with those By-laws should be used as a third reason for why his reign is invalid. Since Col Springer chooses to live by Col Springer's By-laws, then Col Springer must be prepared to die by those By-laws. The only "mandate" Col Springer received was from himself and from outside forces.
Maryland Corporations Law requires annual elections of directors by the stockholders or, if there are no stockholders, by the members. Maryland Corporations Law is quite clear on this point, yet Col Springer and Mr. Newburn, with support of their paid counsel, have elected to try to avoid complying with the law. In addition, the following articles provide for the removal of directors:
1-101(t): " Stockholder" means a person who holds shares of stock in a corporation and includes a member of a corporation organized without capital stock.
2-406: Stockholders (members) have the right to remove Directors, with our without cause, by majority vote, unless charter of corporation provides otherwise.
The NPA charter of incorporation for the NPA does NOT "provide otherwise"!!! QED.
The NPA is a corporation without stockholders. On two separate occasions, the NPA members have voted to have Col Springer and Mr. Newburn leave office.
Col Springer tried to shift from examining the explicit language above, namely, that, in the absence of stockholders, member elections were required annually and argued, "Greg's advice in this matter came from an NPA member who is a retired Canadian attorney and judge. His biography provides no indication that he has ever practiced law in the U.S. So, NPA sought advice in this matter from a Maryland law firm engaged in counsel and litigation in matters involving Maryland corporate law."
Actually, everyone reading the actual law advised the same thing. The NPA member in question was a "Justice of the Supreme Court of British Columbia from 1987 to 2007" and a "Fellow of the American College of Trial Lawyers". Col Springer's assertion that that NPA member was incompetent in interpreting simple statements in Maryland Corporations Law is weak. (It is, of course, true that in court one needs to be represented by a lawyer licensed in Maryland, however, that's a separate issue.) Since virtually the entire NPA member community had (twice) formally voted that Col Springer resign, Col Springer had one goal, namely, avoid a member election so that position was what he paid his counsel to support. Let's examine what counsel came up with after a thorough search.
Col Springer articulates (in blue) the whole basis for his rebuttal after his lawyer, highly incented to find a loophole, has presumably searched Maryland Corporations Law high and low,
"The most seriously false statement is that "Maryland law guarantees an inalienable right to members of a non-profit organization to elect its officers." As applied to the NPA, this statement is demonstrably inapplicable. Yes, in a narrow view, we find that Maryland law provides that stockholders and members of a corporation organized without stock, must elect directors. But, in a proper broader view, we find that Maryland law also states: "Definitions - "Member" means a person who: (1) Owns stock in a cooperative having capital stock; or (2) Holds a certificate of membership in a cooperative not having capital stock." Thus, we find that the requirement for members to elect directors is limited to agricultural cooperatives and electric cooperatives."
At first take, this sounds plausible like so many of Col Springer's assertions. However, if one has the time and energy to seek the truth, one finds things otherwise. The title section of the section quoted above is:
2010 Maryland Code
CORPORATIONS AND ASSOCIATIONS
TITLE 5 - SPECIAL TYPES OF CORPORATIONS
Subtitle 5 - Agricultural Cooperatives
Section 5-501 - Definitions.
In other words, this is a special section focused on Cooperatives, specifically Agricultural Cooperatives. Since this is a serious topic, let it just be noted that the NPA is not an agricultural cooperative. It's also clear throughout Maryland Corporations Law that "member" is NOT limited to just stockholders and members of a cooperative or that "member" is undefined for a huge segment of Maryland's corporations. In fact, Col Springer admitted that our position on this issue is correct when he wrote, "Yes, in a narrow view, we find that Maryland law provides that stockholders and members of a corporation organized without stock, must elect directors." Col Springer then tried to get away from what he admits Maryland Law says by writing, "But, in a proper broader view, "¦" and he then cites a very narrow, specialized section that explicitly applies to just agricultural cooperatives.
My opinion is that Col Springer and counsel were not blind to the title and the true context of what he was quoting from and did not naively make this error - Col Springer was aware that he was NOT citing from a "a proper broader view" as he asserts.
Further, Col Springer appears to have been aware that, sooner or later, he'd have to hold member elections in accordance with the law. In this same rebuttal, Col Springer wrote, "the NPA Board is considering election of some directors by the members" and also, in a letter to the members Col Springer said there would be an election of "the directors" (unqualified) when he had determined what constituted a "member". Determining what constitutes a "member" must be a difficult problem as Col Springer's unfulfilled promise was made about six months ago. I can empathize with Col Springer because in January 150+ members voted asking that Col Springer and Mr. Newburn leave office ASAP and in August the membership voted 181-9 (95+%) for them to leave ASAP. Hence, it's a very challenging task for Col Springer to come up with a plausible definition of "NPA member" that will turn a 181-9 vote AGAINST into a a 9-8 or better vote FOR Col Springer. Col Springer does not seem to want to hold member elections if he is to be voted out. Col Springer may have to drive out the 95+% of the membership who voted him out of office if he's to win or delay elections indefinitely or both.
Basically, in law, the concept is that those who have some "skin in the game" get to vote. For the NPA, the members are the ones who have some "skin in the game" - they pay their dues and contribute their papers and contribute to teleconferences and contribute to work groups (e.g., relativity, gravity), etc. and those who had volunteered a great deal of time to sustaining the NPA usually get to be officers/directors. The law calling for annual member election of directors for an organization like the NPA is aimed at averting a situation like we're in. It's aimed at preventing a very small subset of the membership becoming a self perpetuating board. The law recognizes that power corrupts and that absolute power corrupts absolutely. It wishes to avoid having a small group from the greater group set themselves up as permanent rulers who refuse to relinquish control of the organization no matter how strongly or how overwhelmingly the rest of the membership calls for their removal.
Further if one searches the internet for Maryland attorneys' views on this issue, one finds straightforward agreement with our position. For example, Peter Berns, Esq. and Debra Jung, Esq. (Maryland Association of Nonprofit Organizations) write (in addition to citing 1-101(t) and 2-406 as shown above):
"B. Powers and Duties of Members
As a general principle, the business and affairs of a corporation are managed under the direction of the Board, and all power is exercised under its authority except as conferred or reserved to members by law or under charter and bylaws.
2-401(a) Business and affairs of a corporation shall be managed under the direction of a board of Directors.
2-401(b) All the powers of the corporation may be exercised by or under the authority of the Board of Directors except as conferred on or reserved to the stockholders (members) by law or by the charter of bylaws of the corporation.
Inalienable "legal" rights of members. - The law reserves certain rights to the members which can't be changed in charter or bylaws.
Members have the right to elect the Directors.
Members have the right to fill vacancies that occur as a result of removal of a Director."
We have had many discussions on this topic and the other related topics. Col Springer has, in effect, claimed that he does not have to abide by Maryland law and unilaterally claims victory. We do not agree. We believe that our interpretation is correct and reserve the right to act accordingly. As stated before, we are reluctant to bring this to court as it's very expensive and time consuming, however, it seems clear that if we are forced into court, we will win.
Note that recently, Cynthia Whitney, President of the NPA, has called for a member election and voiced her abhorrence of wasteful lawsuits and threats of lawsuits. However, we continue to insist that Col Springer abide by the law and hold member elections ASAP and the result should be the vindication of our position and a reunification of the NPA.
Col Springer wrote that Greg had claimed, "NPA money has been spent on legal fees to attack David and me." Col Springer responded, "An inaccurate statement".
Col Springer conveniently forgets that he repeatedly threatened David with lawsuits, etc. for an extended period causing David great stress and great loss. Again, to fully appreciate one must understand the full context. David had spent two decades volunteering his time doing difficult work yielding great value to the NPA "“ eventually, perhaps under family pressure, when additional blocks of time had to be spent, he asked for and received agreement for relatively small compensation. I'm in software development and estimated David's total contributions in the neighborhood of $1 million (The effort and cost and functionality all center in the server side code.) Pal Asija independently had estimated it at over $300,000. Col Springer would not pay the $3,000 for the previously agreed to work that had already been done. No one likes to be stiffed for work done - ask any independent contractor "“ it makes one really angry. No one likes to be stiffed for an hour of work or a day or a week, much less a month's worth "“ especially when you've agreed to work, in effect, for less than minimum wage. But when you've given 20 years of volunteer effort and you're stiffed for a small amount and threatened with law suits, the emotional effect is like being stiffed for 20 years effort!!! That double whammy strain, which was clearly articulated to Col Springer to no effect whatsoever, caused David to suffer under great stress which lead directly to his getting fired from his job which caused loss of his house and, of course, further strains. You may accuse me of splitting hairs, but I do think of Col Springer's actions including his threats and actions by his lawyers, paid with NPA member dues, as an attack on David "“ despite Col Springer's denial. Col Springer still hasn't paid David!!! I don't think Col Springer handled the human relations aspect of that well! At least, the rest of Col Springer's attempt at rebuttal articulated the other times Col Springer attacked Greg and David with threats of legal action "“ later Col Springer threatened three other NPA members with legal action.
Col Springer also caused Greg great stress and considerable anguish even if the effects were not as dramatically visible. (Col Springer, in his libelous attack on David and Greg, contends that after 20 years of volunteering because they asked for some compensation for follow-on work that required intensive and prolonged effort that they were NOT volunteers! Personally, I think that Col Springer's characterization that Greg and David were not really volunteers was just self-serving slander. Having volunteered for close to 20 years, in 2011 David and Greg asked for compensation just for their work of putting on the NPA conference and producing the NPA Proceedings where they would be paid from monies generated by those activities. Thus, in 2011 and in 2012, they received said funds and were approved to receive such funds, but Col Springer and Mr. Newburn reneged on that payment for 2013. However, the fact that Greg and David did receive payment for some of their activities in 2011 and 2012 does not retroactively negate their many years of volunteer work as well as their volunteer work in 2011-12 and on into the present for which no compensation was asked for or received!)
Greg and David have done a tremendous amount of volunteer work for the NPA that has had a great positive effect on the NPA and has brought it into the digital age and greatly increased its membership "“ they did this because of their love for and their passion for science, the dissident movement and the NPA. Their treatment by Col Springer is perhaps the ultimate example of the old saying, "No good deed goes unpunished." As one leading dissident from another organization put it, "They{Springer/Newman} stole Greg's and David's dream and their life work." Let me be clear, if Col Springer had gained power in an honorable way, say by presenting his vision of a need for change and a resulting member election and had Greg and David been properly thanked for their tremendous contributions, fine, however, that's not what happened so I have discussed what I and most of the membership have found to be offensive.
Greg was so offended by Col Springer's unrelenting attacks on David and its attendant damage that Greg resigned his seat on the board expecting that such a dramatic move would bring Col Springer to his senses. Instead, Col Springer saw it as an opportunity to seize control of the NPA. Greg, like David, had spent a tremendous amount of time and effort building the NPA. So, while Greg, in hindsight, made a tactical error in resigning, it should not have been used to deal Greg a crushing blow and have Col Springer, totally unbidden, take what it took Greg and David (and others) decades to build. If Col Springer felt that it was time for a change and a time for new leadership, then fine he should have brought his case to the membership for a vote "“ no problem. On the one hand, Greg is well liked and respected. On the other hand, in a large group of free thinkers, virtually everyone is going to contend that Greg was "too easy" on issue "ABC" or Greg was "too hard" on issue "ABC" and these independent perceptions should generate some support for "Change". Hence, while the 181-9 vote is supportive of Greg, basically it's voicing the membership's disapproval of Col Springer's conduct. So we call for Col Springer to heed the voice of the membership.
Col Springer went on, "The NPA found it necessary to spend funds to obtain a legal opinion on the status of elections in response to threats to bring legal action against the Board regarding elections. Additional legal action was taken to protect the NPA against potential liabilities arising from Greg and David misrepresenting themselves as officials of the NPA -- which they are not. No money has been spent "to attack" Greg or David. But, they have been warned that legal action is possible if they continue to misrepresent themselves as officials of the NPA."
It's more accurate to say that Col Springer was well aware that Maryland Corporations Law stated in crystal clear language that election of the directors by shareholders or, if there were no shareholders, by members needed to be held annually. Col Springer also knew he would be voted out of office if he followed the law as stated so he used NPA member dues to hire a Maryland lawyer to find a way to avoid member elections and had his lawyers send letters threatening lawsuits against NPA members, using their NPA dues, in order to try to hold on to power. In addition, prior to Col Springer finding "it necessary to spend funds to obtain a legal opinion on the status of elections in response to threats to bring legal action against the Board regarding elections", no threats of legal action were brought as legal action had been deemed expensive and wasteful and it was hoped that since the law was so clear, no legal action would be needed. Instead, the members were asked to vote on a motion for Col Springer and Mr. Newburn to leave the board ASAP - the result was 181-9 in favor of them leaving - the NPA membership vote was ignored..
For Col Springer to state, "No money has been spent "to attack" Greg or David" takes great chutzpah! We've enumerated a number of attacks on Greg and David done by Col Springer through lawyers paid with NPA dues. In addition, Col Springer attacked Greg and David, done through lawyers paid with NPA dues, when Greg and David per usual and with prior agreement with Tesla Tech tried to put on an NPA conference. Similarly, at the August 2nd, 2014 NPA videoconference meeting to discuss this whole dispute, Mr. Newburn claimed there had been no such threat to Greg and David!!!. However, when the threat was then read from the lawyer's letter, Mr. Newburn had to concede that such a threat was made. There was nothing sinister about Greg's putting on an NPA conference. Greg is an NPA member. Greg previously had put on many conferences when he was just an "ordinary" member and the old board did not act to stifle his productive actions. Greg was also trying to honor a long standing, prior agreement with Tesla Tech. However, without warning, Col Springer worked at sabotaging it by having lawyers send a letter to the hosting hotel and the letter also threatened legal action against Greg and David. Col Springer should give an accounting of all legal expenses beginning 1/1/13 so the membership can get an accurate view of all the monies spent attacking NPA members. It seems that legal expenses for attacks on NPA members and the cost of redoing the NPA website without the functionality of the "old" website are what the member dues have gone for. Software development is my business. No one has articulated a valid justification for replacing the "old" NPA website and I see no justification/benefit now.
Col Springer goes on to note that Greg wrote, "Now the board wants to raise dues." Col Springer responded, "A false statement. The dues in place are those approved by the Greg and David controlled Board. The Board has no plans to raise dues." Again, at the August 2nd, 2014 NPA videoconference meeting to discuss this whole dispute, Mr. Newburn made the same claim!!! Mr. Newburn said, "I want to correct a couple of earlier things, too. The board has never discussed raising dues. The current board has never discussed raising dues." Apparently, Col Springer and Mr. Newburn forgot that they had posted their plan to raise dues on the web as Mr. Newburn was reminded at the online meeting. In addition, two NPA members cited emails discussing the Springer/Newburn plan to raise dues. Then current board member Bill Lucas reminded Mr. Newburn that they had brought up raising dues at a Col Springer Board meeting. While the resulting embarrassment was palpable, it seems to have had no effect on them. It's clear that Col Springer wanted to raise dues, but realizes that, at this point, it's not a popular move. Col Springer's retort, in his usual style, "The dues in place are those approved by the Greg and David controlled Board" is not in the slightest bit relevant "“ Greg's claim was NOT that Springer had raised the dues just that they wanted to raise the dues. Springer's quote simply means that the Springer/Newburn board understandably did not feel it was politic to do what they have declared multiple times they want to do.
Col Springer notes that Greg wrote, "The Board now "proposes to charge people to read our paper." And then Col Springer claims, "Another false statement." Again, Col Springer has the same problem as above. Col Springer writes (in blue)
"Nick Percival stated that the Board "refused to pay David his $3000 after David had completed the pre-authorized work." This is completely false."
I don't know how many NPA members can handle complex logic, but if Col Springer claims that my quoted assertion is "completely false", then David must have been paid. But, to this very date, David has not been paid! Col Springer goes on as usual to sound good, but uses deception to ignore that the $3000 was agreed to by the prior board and the work was completed in accord with that agreement. Further, again in direct contradiction to Col Springer's claims elsewhere, Don Briddell wrote an email to inform Col Springer and Mr. Newburn that the payment had been pre-approved - Col Springer and Mr. Newburn refused to pay even though they knew it had been pre-approved.
Col Springer goes on to clarify that he did not waste money paying Sam Falaki to "create an alternative web site", but instead he wasted the money paying Tom Becks Media, an Internet marketing firm, who "completed about two thirds of the required work and encountered significant family problems and was unable to complete the site." Note the work was not to replace the existing web site, but rather to put a new façade on it. Even so, that effort left the new site without the functionality that the NPA previously had. Here Col Springer is correct. I got the details wrong "“ I got the names wrong. As Greg has pointed out because Col Springer and Mr. Newburn, again in violation of the law, have refused to make financial statements available, it's difficult to get the details correct, but the point made is correct. Hence, my abject apologies for getting the name wrong to whom Col Springer paid and wasted the NPA funds, however, since, contrary to Col Springer's own By-laws, Col Springer fails to publish an accounting, no one knows the details of Col Springer spending NPA funds "“ one can just infer the general expenses. Col Springer only follows the parts of the By-laws he crafted to facilitate specific machinations and that's where he made his fatal errors.
Note that as Peter Berns, Esq. and Debra Jung, Esq. (Maryland Association of Nonprofit Organizations) put it:
"The Treasurer shall oversee: "¦ the preparation of financial reports of the accounts for each Board meeting"
And also:
"Members have a right of access to certain records of the corporation" including "annual financial statements.
[Note: These have been requested many times but have never been produced.]
Col Springer ends with a multi-pronged attack on Greg and David:
- "they did so by merging their business interests with the NPA and reducing the standards of the NPA to emphasize popularity over quality in science." (Gross distortion as well as an insult to the NPA membership)
- "From 2011 through mid 2013, before the dispute even erupted, membership and conference attendance had been on a steady decline." (Incorrect - NPA membership continued on a sharp rise and the fall in conference attendance in 2013 was because it went from being a jointly held conference in 2012 to a solo conference in 2013 - Col Springer was not comparing apples to apples.)
- "The NPA has much work to do to recover from the significant amount misinformation and mistrust spread by Greg and David. If their actions were motivated by concern for the welfare of the members or treatment of scientific theories, then perhaps they could be excused for being overzealous. But, those of us who have dealt with them on the Board have seen that the divisive issues had naught to do with members or pursuit of science -- they were solely focused on maintaining and advancing Greg and David's personal business interests." (Wow!)
- "The present NPA Board [Col Springer's board] is working, not to advance self interests, but to build an NPA that will serve the interests and needs of our members." (Wow! Col Springer, 95+% of the membership will be thrilled to hear that's what you've been doing. Col Springer goes on to bemoan how divisive Greg and David have been!!!)
I congratulate Dr. Whitney on her position requesting a member vote and on her stance that she will continue on the board only if voted in by the members. If she leaves that will mean four directors who have spent decades building the NPA and four of the greatest contributors to the NPA will have resigned since Col Springer became a director and none resigned to make way for or to endorse Col Springer, quite the contrary.
Nick Percival
John Chappell Natural Philosophy Society
Nov 18 at 6:24 PM
by Nick Percival
Dear NPA Members
Dr. Cynthia Whitney, the NPA President, has recently written to the NPA Board urging member elections for the good of the NPA and specifically to avoid fracturing the NPA. The board's decision and, hopefully, subsequent member vote is most important. Below I give the legal and ethical arguments for such a vote and discuss why we need a new board. Because much misinformation has been put forth, I do this in the context of replying to Col Springer's email. I urge the rest of the board members to join Dr. Whitney in doing the right thing for the NPA and its membership by supporting this member vote motion. Remember that the will of the membership has so far been thwarted. In January, in response to a petition, 150+ signatures requesting Col Springer and Mr. Newburn resign were submitted in an amazingly short time. This request was ignored. Then, in August, a formal membership vote yielded a 181-9 request for Col Springer and Mr. Newburn to leave the board ASAP. This request was ignored. It's natural to put one's own self interest, be it an issue of prestige, power, a platform for promoting one's ideas, personal revenge or whatever, above doing what's right for the NPA, for the NPA membership and indeed for the dissident movement itself. It's also easy to rationalize why promoting the former is consistent with the latter. I also realize board members will tend to have a knee jerk reaction to reading about why the board should support an NPA member vote that may lead to their being removed from the board. So I ask upfront that the directors read this with an open mind and a view to what's really in the interest of the NPA membership.
Greg Volk took great care in being accurate in the original, January petition along with its copious documentation. Greg Volk, Duncan Shaw, Lou LaFollette and I took great care in being accurate in our summer letters and we continue to do so. Col Springer's response to Greg's and my letters intended to convey that he had been smeared by falsehoods. That response is written in the same style as Col Springer's response to the January petition where 150+ NPA members asked for his resignation. Our review of his latest response is that it conveys a completely erroneous rebuttal.
Col Springer's reply to my and Greg Volk's letters used the words "false", "falsehood" and "misleading" a grand total of 13 times. Some of Col Springer's statements used to support those allegations are true, BUT they are put into a context that, ironically, is most misleading and tries, falsely, to make it appear that Greg and I wrote things that were not true and that Col Springer is making an honest attempt at getting the truth out. First, the points that Col Springer alleged regarding his and Mr. Newburn's not paying David are false as shown by the documentation presented with the original petition and as clearly articulated by Greg, Nick and David himself. Below we give Col Springer's characterization of the dispute and then follow it with what actually occurred.
Col Springer wrote,
"The dispute was in fact a series of actions by the Board through which a majority of the Board considered and acted on a request from David de Hilster that he be paid a fixed sum of money as compensation for website related services. The Board provisionally agreed to pay the requested sum on condition that David relinquish to the Board his total control of the NPA internet presence. David released control of the worldnpa.org website, but would not permit administrative access to the worldsci.org website where all the NPA member data and works were stored. David's refusal to allow the NPA Board to administratively access and control of the core data of the organization constituted failure to meet the provisional conditions and the payment could not be completed. David has since had opportunity to file a compensation claim for the verifiable expenses related to his website maintenance and hosting -- but he has refused to file such a claim for which he would be paid. That David has not been paid as he requested is due to failure of action on his part and not due to refusal by the Board to pay."
Below is what actually occurred:
The "old" board approved compensation for Greg's and David's work including significant out of pocket expenses. Greg and David completed the work and paid for related expenses and requested payment per the prior agreement from the prior NPA board. Mr. Newburn, Treasurer and controller of the NPA checking accounts, with Col Springer's support, refused to pay Greg and David from the NPA checking accounts (containing members' dues and monies directly raised by Greg and David's prior work) for the board approved and completed work. The rationale was that Mr. Newburn and Col Springer had not approved the work which had been approved before they came on the board (Col Springer and Mr. Newburn knew it had been pre-approved.). As Col Springer writes,
"The Board provisionally agreed to pay the requested sum on condition that David relinquish to the Board his total control of the NPA internet presence. David released control of the worldnpa.org website...".
However, Col Springer goes on to claim that David "... would not permit administrative access to the worldsci.org website where all the NPA member data and works were stored." This is NOT true. David did provide "administrative access to the worldsci data base where all the NPA member data and works were stored." It is beyond our comprehension that Col Springer is not aware of this simple, straightforward and demonstrated fact. Col Springer goes on, "David has since had opportunity to file a compensation claim for the verifiable expenses related to his website maintenance and hosting "¦".
Col Springer makes this last statement about a "compensation claim" when he knows that David has made a continuing series of claims for compensation for more than a year! The summary claim by Col Springer "That David has not been paid as he requested is due to failure of action on his part and not due to refusal by the Board to pay" simply is not true!
Carefully reading the rest of Col Springer's rebuttal shows that the bulk of the rest of his response was written in the same style.
It is ironic that at one point Col Springer invoked "conflict of interest" and yet, ironically, he chose to use a significant percentage of NPA funds to pay lawyers to write threatening letters to NPA members so as to further his NPA reign. He claimed these actions were to protect the NPA - some of these actions were after two overwhelming votes by the membership that he leave the board - with the 2nd vote having 95+% of the NPA membership voting that he leave office ASAP! As noted elsewhere, 95+% agreement by NPA members is unprecedented. So using NPA funds to stifle the expression of 95+% of the NPA membership is the ultimate in "conflict of interest". Since the NPA funds came from NPA member dues, NPA members, using their own due diligence, should consider demanding their dues money back - especially if this, to understate it, misuse of their funds continues.
Next Col Springer writes,
"Nick states "˜Springer wrote by-laws to have a new position as he couldn't unseat President Cynthia Whitney.' A very misleading and uninformed statement."
Then Col Springer goes on to detail what he did. Even though Col Springer writes euphemistically to make it sound better, it reads to me like a detailed account of how he "wrote by-laws to have a new position as he couldn't unseat President Cynthia Whitney" "“ in other words, he gives the details that support my original statement. Regarding his writing
euphemistically, Col Springer writes, "Greg agreed to step down as Board Chair during this time" "“ No! Greg did NOT "agree to step down", instead Greg resigned in protest over Springer's outrageous treatment of David. (Greg refers to Springer's statements that have a wisp of a connection to the truth but which assert something quite unrelated to reality as "Barryese", others prefer the term "Springerese" - I'm just showing some examples.)
Col Springer's claimed:
"Nick states that Board Chair Springer "was not chosen by the Board, "¦ but just Greg."Â Totally false. Mr. Springer responded to a call for nominations and was elected to the Board by unanimous vote of the Board in accordance with the By-Laws. This is just another blatant falsehood and personal attack intended to try to de-legitimize the current Board"
Analysis of Col Springer's claim:
To attack my claim that Board Chair Springer "was not chosen by the Board or by the members, but just Greg who has long since withdrawn that endorsement", Col Springer tries to convince the NPA members that he was chosen by the board because he "responded to a call for nominations and was elected to the Board". Hence, Col Springer tries to convince the NPA members that what I said was aimed at deception and he was really chosen by the board. The assertion that he "responded to a call for nominations and was elected to the Board" is true, but Col Springer's intended implication that therefore the board "chose" him is not accurate. Instead, Greg Volk gave his recommendation of Col Springer to the board which gave rubber stamp approval and, of course, the required administrative steps were done. Col Springer's rebuttal implication that he submitted his nomination along with others and the board as a group reviewed those nominations and the board as a group found his to be the best entry and the board as a group chose him for the board is false.
Col Springer did not expect to fool Greg Volk or myself or anyone else who knew the truth, with his rebuttal, but he expected that most of the membership would not know the details and that they would accept his statements at face value. This technique of using some bits that are true but giving them a twist or using them in a deceptive context so as to deceive the reader is pervasive in his reply and in his prior reply which was so transparent that the membership easily saw through it. Col Springer's style does not show respect for the intended readers, namely, the NPA membership.
Wanting to be sure I had my facts right, I asked Greg if my original account was correct and if my analysis of Col Springer's reply was correct and indeed it was "“ except for one thing. Greg added that actually he chose Col Springer because Col Springer was strongly recommended for the job by Dave Talbott, head of the Electric Universe and the Thunderbolts Project. Col Springer is a long time active participant in and admirer of the Electric Universe (I use the word "participant" since the Electric Universe does not use the construct of "members".).
To recap, Greg chose Col Springer and the board approved that recommendation. Greg's choice was based on Dave Talbott's strong recommendation of Col Springer. Since Col Springer's coming on the NPA board, the NPA has been all but destroyed. The best that Col Springer's supporters can counter with is that the destruction of the NPA has been for the better. I and 95+% of the membership have gone on record disagreeing with that claim.
If I, and presumably most anyone, strongly recommended Col Springer and that lead directly to Col Springer's being appointed to the board, I would feel responsible for the destruction of the NPA and for his treatment of Greg and David and for his continual targeting of long time dissident contributors and I would, therefore, make every effort to AFFECT REMEDIAL ACTION. I would go to Col Springer and say, "Your selection as a director was based on my personal recommendation, hence, you are my representative and I abhor what you have done to this brother dissident organization. I consider your actions to have been a betrayal of my trust. I ask you to take action now to undo what you have wrought." Just issuing spin statements to try to escape responsibility would simply indicate a desire to hide approval of Col Springer's actions. Either one takes strong remedial action or one endorses the actions of Col Springer. The Electric Universe is a wonderful dissident organization with lots of great members - several of whom laid the groundwork for the above line of reasoning for me. One needs to remember Jesus's warning that "One cannot serve two masters." Greg, who tends to trust people, naturally assumed Dave Talbott's recommendation was pure and that Col Springer would be thinking only in terms of what's best for the NPA when Col Springer was acting as an NPA board member. Dissidents face a very formidable foe in mainstream physics - one should not embark on a plan that will lead to the destroying of another's dissident organization and if one sees that's where one's actions, intentional or unintentional, have lead, one should take remedial action.
Col Springer has indicated that he does not like the mission of the NPA, the basic values of the NPA, the quality of the NPA membership or the dues structure, etc. However, Col Springer, et al, apparently coveted the highly respected NPA brand name and NPA reputation and the World Science Data Base and that was the motivation for the actions that led to the events described above "“ the plan most likely did not include purposely destroying the NPA, but when events led in that direction, there was no effort made to avert that outcome. Instead, Col Springer should have started his own dissident organization and put in the time and effort to build something according to his unique, personal vision rather than taking what others spent decades building and leaving only an empty shell.
After Col Springer hounded David de Hilster out of the board with threats of lawsuits, Greg resigned in protest hoping to shame Col Springer into a more productive mode.
Col Springer's next step was to load the Col Springer Board with Col Springer supporters so that he could be elevated from "ordinary" board member to controlling the Col Springer Board. It appears that he also did this so he could claim that his actions were "the board approved" actions. He did this erroneously thinking that his own By-laws allowed him to do this "“ they didn't. Col Springer's first addition was David Harrison who is an active Electric Universe participant and the sole proprietor of a small business primarily selling Electric Universe's Thunderbolts Project apparel. David Harrison was a nice person who had been helpful to the NPA, but who would not meet the normal criteria for being a director of the NPA. Then Col Springer selected Sam Falaki, a Thunderbolts Project volunteer, who had limited exposure to the NPA and who would not meet the normal criteria for being a director of the NPA, but who would be loyal to Col Springer. David and Sam owe much to Col Springer and Dave Talbott. (Mr. Newburn is and has been an active participant in the Electric Universe.)
Col Springer, despite his attempted rebuttal arguing that he was not "just chosen by Greg", will have to admit that he was not elected king by the members and swept into office by mandate despite his humble protests. After having assumed the title of "Board Chair", Col Springer then filled his court with his #1 selection criterion apparently being loyalty to him "“ once he had a fixed majority on the board, he could include Bill Lucas as an excellent director and then he could also assert that all his actions were board certified "“ well, at least certified by his hand-picked supporters.
Basically, Col Springer's ascendancy was a farce. This is an important point. Some may praise Col Springer's skills at office politics. However, ask yourself, "Have those office politics skills been beneficial to the NPA?" No, they have destroyed it.
In this email, we'll discuss the errors that Col Springer made in his machinations and how he is in violation of his own By-laws and Maryland law. While these topics may seem superfluous since Col Springer and Mr. Newburn have been voted off the board by the members, they are still relevant as they have not yet left. Had Col Springer been elected by the members to his made up NPA title, "Board Chair", or had a full board of long time NPA leaders selected Col Springer as the board leader/"Board Chair", we would not raise the issue of failing to comply with the By-laws to unseat him as a duly elected leader. However, since Col Springer ascendancy was just a series of machinations utilizing the By-laws he crafted, it is appropriate that the errors he made with those By-laws should be used as a third reason for why his reign is invalid. Since Col Springer chooses to live by Col Springer's By-laws, then Col Springer must be prepared to die by those By-laws. The only "mandate" Col Springer received was from himself and from outside forces.
Maryland Corporations Law requires annual elections of directors by the stockholders or, if there are no stockholders, by the members. Maryland Corporations Law is quite clear on this point, yet Col Springer and Mr. Newburn, with support of their paid counsel, have elected to try to avoid complying with the law. In addition, the following articles provide for the removal of directors:
1-101(t): " Stockholder" means a person who holds shares of stock in a corporation and includes a member of a corporation organized without capital stock.
2-406: Stockholders (members) have the right to remove Directors, with our without cause, by majority vote, unless charter of corporation provides otherwise.
The NPA charter of incorporation for the NPA does NOT "provide otherwise"!!! QED.
The NPA is a corporation without stockholders. On two separate occasions, the NPA members have voted to have Col Springer and Mr. Newburn leave office.
Col Springer tried to shift from examining the explicit language above, namely, that, in the absence of stockholders, member elections were required annually and argued, "Greg's advice in this matter came from an NPA member who is a retired Canadian attorney and judge. His biography provides no indication that he has ever practiced law in the U.S. So, NPA sought advice in this matter from a Maryland law firm engaged in counsel and litigation in matters involving Maryland corporate law."
Actually, everyone reading the actual law advised the same thing. The NPA member in question was a "Justice of the Supreme Court of British Columbia from 1987 to 2007" and a "Fellow of the American College of Trial Lawyers". Col Springer's assertion that that NPA member was incompetent in interpreting simple statements in Maryland Corporations Law is weak. (It is, of course, true that in court one needs to be represented by a lawyer licensed in Maryland, however, that's a separate issue.) Since virtually the entire NPA member community had (twice) formally voted that Col Springer resign, Col Springer had one goal, namely, avoid a member election so that position was what he paid his counsel to support. Let's examine what counsel came up with after a thorough search.
Col Springer articulates (in blue) the whole basis for his rebuttal after his lawyer, highly incented to find a loophole, has presumably searched Maryland Corporations Law high and low,
"The most seriously false statement is that "Maryland law guarantees an inalienable right to members of a non-profit organization to elect its officers." As applied to the NPA, this statement is demonstrably inapplicable. Yes, in a narrow view, we find that Maryland law provides that stockholders and members of a corporation organized without stock, must elect directors. But, in a proper broader view, we find that Maryland law also states: "Definitions - "Member" means a person who: (1) Owns stock in a cooperative having capital stock; or (2) Holds a certificate of membership in a cooperative not having capital stock." Thus, we find that the requirement for members to elect directors is limited to agricultural cooperatives and electric cooperatives."
At first take, this sounds plausible like so many of Col Springer's assertions. However, if one has the time and energy to seek the truth, one finds things otherwise. The title section of the section quoted above is:
2010 Maryland Code
CORPORATIONS AND ASSOCIATIONS
TITLE 5 - SPECIAL TYPES OF CORPORATIONS
Subtitle 5 - Agricultural Cooperatives
Section 5-501 - Definitions.
In other words, this is a special section focused on Cooperatives, specifically Agricultural Cooperatives. Since this is a serious topic, let it just be noted that the NPA is not an agricultural cooperative. It's also clear throughout Maryland Corporations Law that "member" is NOT limited to just stockholders and members of a cooperative or that "member" is undefined for a huge segment of Maryland's corporations. In fact, Col Springer admitted that our position on this issue is correct when he wrote, "Yes, in a narrow view, we find that Maryland law provides that stockholders and members of a corporation organized without stock, must elect directors." Col Springer then tried to get away from what he admits Maryland Law says by writing, "But, in a proper broader view, "¦" and he then cites a very narrow, specialized section that explicitly applies to just agricultural cooperatives.
My opinion is that Col Springer and counsel were not blind to the title and the true context of what he was quoting from and did not naively make this error - Col Springer was aware that he was NOT citing from a "a proper broader view" as he asserts.
Further, Col Springer appears to have been aware that, sooner or later, he'd have to hold member elections in accordance with the law. In this same rebuttal, Col Springer wrote, "the NPA Board is considering election of some directors by the members" and also, in a letter to the members Col Springer said there would be an election of "the directors" (unqualified) when he had determined what constituted a "member". Determining what constitutes a "member" must be a difficult problem as Col Springer's unfulfilled promise was made about six months ago. I can empathize with Col Springer because in January 150+ members voted asking that Col Springer and Mr. Newburn leave office ASAP and in August the membership voted 181-9 (95+%) for them to leave ASAP. Hence, it's a very challenging task for Col Springer to come up with a plausible definition of "NPA member" that will turn a 181-9 vote AGAINST into a a 9-8 or better vote FOR Col Springer. Col Springer does not seem to want to hold member elections if he is to be voted out. Col Springer may have to drive out the 95+% of the membership who voted him out of office if he's to win or delay elections indefinitely or both.
Basically, in law, the concept is that those who have some "skin in the game" get to vote. For the NPA, the members are the ones who have some "skin in the game" - they pay their dues and contribute their papers and contribute to teleconferences and contribute to work groups (e.g., relativity, gravity), etc. and those who had volunteered a great deal of time to sustaining the NPA usually get to be officers/directors. The law calling for annual member election of directors for an organization like the NPA is aimed at averting a situation like we're in. It's aimed at preventing a very small subset of the membership becoming a self perpetuating board. The law recognizes that power corrupts and that absolute power corrupts absolutely. It wishes to avoid having a small group from the greater group set themselves up as permanent rulers who refuse to relinquish control of the organization no matter how strongly or how overwhelmingly the rest of the membership calls for their removal.
Further if one searches the internet for Maryland attorneys' views on this issue, one finds straightforward agreement with our position. For example, Peter Berns, Esq. and Debra Jung, Esq. (Maryland Association of Nonprofit Organizations) write (in addition to citing 1-101(t) and 2-406 as shown above):
"B. Powers and Duties of Members
As a general principle, the business and affairs of a corporation are managed under the direction of the Board, and all power is exercised under its authority except as conferred or reserved to members by law or under charter and bylaws.
2-401(a) Business and affairs of a corporation shall be managed under the direction of a board of Directors.
2-401(b) All the powers of the corporation may be exercised by or under the authority of the Board of Directors except as conferred on or reserved to the stockholders (members) by law or by the charter of bylaws of the corporation.
Inalienable "legal" rights of members. - The law reserves certain rights to the members which can't be changed in charter or bylaws.
Members have the right to elect the Directors.
Members have the right to fill vacancies that occur as a result of removal of a Director."
We have had many discussions on this topic and the other related topics. Col Springer has, in effect, claimed that he does not have to abide by Maryland law and unilaterally claims victory. We do not agree. We believe that our interpretation is correct and reserve the right to act accordingly. As stated before, we are reluctant to bring this to court as it's very expensive and time consuming, however, it seems clear that if we are forced into court, we will win.
Note that recently, Cynthia Whitney, President of the NPA, has called for a member election and voiced her abhorrence of wasteful lawsuits and threats of lawsuits. However, we continue to insist that Col Springer abide by the law and hold member elections ASAP and the result should be the vindication of our position and a reunification of the NPA.
Col Springer wrote that Greg had claimed, "NPA money has been spent on legal fees to attack David and me." Col Springer responded, "An inaccurate statement".
Col Springer conveniently forgets that he repeatedly threatened David with lawsuits, etc. for an extended period causing David great stress and great loss. Again, to fully appreciate one must understand the full context. David had spent two decades volunteering his time doing difficult work yielding great value to the NPA "“ eventually, perhaps under family pressure, when additional blocks of time had to be spent, he asked for and received agreement for relatively small compensation. I'm in software development and estimated David's total contributions in the neighborhood of $1 million (The effort and cost and functionality all center in the server side code.) Pal Asija independently had estimated it at over $300,000. Col Springer would not pay the $3,000 for the previously agreed to work that had already been done. No one likes to be stiffed for work done - ask any independent contractor "“ it makes one really angry. No one likes to be stiffed for an hour of work or a day or a week, much less a month's worth "“ especially when you've agreed to work, in effect, for less than minimum wage. But when you've given 20 years of volunteer effort and you're stiffed for a small amount and threatened with law suits, the emotional effect is like being stiffed for 20 years effort!!! That double whammy strain, which was clearly articulated to Col Springer to no effect whatsoever, caused David to suffer under great stress which lead directly to his getting fired from his job which caused loss of his house and, of course, further strains. You may accuse me of splitting hairs, but I do think of Col Springer's actions including his threats and actions by his lawyers, paid with NPA member dues, as an attack on David "“ despite Col Springer's denial. Col Springer still hasn't paid David!!! I don't think Col Springer handled the human relations aspect of that well! At least, the rest of Col Springer's attempt at rebuttal articulated the other times Col Springer attacked Greg and David with threats of legal action "“ later Col Springer threatened three other NPA members with legal action.
Col Springer also caused Greg great stress and considerable anguish even if the effects were not as dramatically visible. (Col Springer, in his libelous attack on David and Greg, contends that after 20 years of volunteering because they asked for some compensation for follow-on work that required intensive and prolonged effort that they were NOT volunteers! Personally, I think that Col Springer's characterization that Greg and David were not really volunteers was just self-serving slander. Having volunteered for close to 20 years, in 2011 David and Greg asked for compensation just for their work of putting on the NPA conference and producing the NPA Proceedings where they would be paid from monies generated by those activities. Thus, in 2011 and in 2012, they received said funds and were approved to receive such funds, but Col Springer and Mr. Newburn reneged on that payment for 2013. However, the fact that Greg and David did receive payment for some of their activities in 2011 and 2012 does not retroactively negate their many years of volunteer work as well as their volunteer work in 2011-12 and on into the present for which no compensation was asked for or received!)
Greg and David have done a tremendous amount of volunteer work for the NPA that has had a great positive effect on the NPA and has brought it into the digital age and greatly increased its membership "“ they did this because of their love for and their passion for science, the dissident movement and the NPA. Their treatment by Col Springer is perhaps the ultimate example of the old saying, "No good deed goes unpunished." As one leading dissident from another organization put it, "They{Springer/Newman} stole Greg's and David's dream and their life work." Let me be clear, if Col Springer had gained power in an honorable way, say by presenting his vision of a need for change and a resulting member election and had Greg and David been properly thanked for their tremendous contributions, fine, however, that's not what happened so I have discussed what I and most of the membership have found to be offensive.
Greg was so offended by Col Springer's unrelenting attacks on David and its attendant damage that Greg resigned his seat on the board expecting that such a dramatic move would bring Col Springer to his senses. Instead, Col Springer saw it as an opportunity to seize control of the NPA. Greg, like David, had spent a tremendous amount of time and effort building the NPA. So, while Greg, in hindsight, made a tactical error in resigning, it should not have been used to deal Greg a crushing blow and have Col Springer, totally unbidden, take what it took Greg and David (and others) decades to build. If Col Springer felt that it was time for a change and a time for new leadership, then fine he should have brought his case to the membership for a vote "“ no problem. On the one hand, Greg is well liked and respected. On the other hand, in a large group of free thinkers, virtually everyone is going to contend that Greg was "too easy" on issue "ABC" or Greg was "too hard" on issue "ABC" and these independent perceptions should generate some support for "Change". Hence, while the 181-9 vote is supportive of Greg, basically it's voicing the membership's disapproval of Col Springer's conduct. So we call for Col Springer to heed the voice of the membership.
Col Springer went on, "The NPA found it necessary to spend funds to obtain a legal opinion on the status of elections in response to threats to bring legal action against the Board regarding elections. Additional legal action was taken to protect the NPA against potential liabilities arising from Greg and David misrepresenting themselves as officials of the NPA -- which they are not. No money has been spent "to attack" Greg or David. But, they have been warned that legal action is possible if they continue to misrepresent themselves as officials of the NPA."
It's more accurate to say that Col Springer was well aware that Maryland Corporations Law stated in crystal clear language that election of the directors by shareholders or, if there were no shareholders, by members needed to be held annually. Col Springer also knew he would be voted out of office if he followed the law as stated so he used NPA member dues to hire a Maryland lawyer to find a way to avoid member elections and had his lawyers send letters threatening lawsuits against NPA members, using their NPA dues, in order to try to hold on to power. In addition, prior to Col Springer finding "it necessary to spend funds to obtain a legal opinion on the status of elections in response to threats to bring legal action against the Board regarding elections", no threats of legal action were brought as legal action had been deemed expensive and wasteful and it was hoped that since the law was so clear, no legal action would be needed. Instead, the members were asked to vote on a motion for Col Springer and Mr. Newburn to leave the board ASAP - the result was 181-9 in favor of them leaving - the NPA membership vote was ignored..
For Col Springer to state, "No money has been spent "to attack" Greg or David" takes great chutzpah! We've enumerated a number of attacks on Greg and David done by Col Springer through lawyers paid with NPA dues. In addition, Col Springer attacked Greg and David, done through lawyers paid with NPA dues, when Greg and David per usual and with prior agreement with Tesla Tech tried to put on an NPA conference. Similarly, at the August 2nd, 2014 NPA videoconference meeting to discuss this whole dispute, Mr. Newburn claimed there had been no such threat to Greg and David!!!. However, when the threat was then read from the lawyer's letter, Mr. Newburn had to concede that such a threat was made. There was nothing sinister about Greg's putting on an NPA conference. Greg is an NPA member. Greg previously had put on many conferences when he was just an "ordinary" member and the old board did not act to stifle his productive actions. Greg was also trying to honor a long standing, prior agreement with Tesla Tech. However, without warning, Col Springer worked at sabotaging it by having lawyers send a letter to the hosting hotel and the letter also threatened legal action against Greg and David. Col Springer should give an accounting of all legal expenses beginning 1/1/13 so the membership can get an accurate view of all the monies spent attacking NPA members. It seems that legal expenses for attacks on NPA members and the cost of redoing the NPA website without the functionality of the "old" website are what the member dues have gone for. Software development is my business. No one has articulated a valid justification for replacing the "old" NPA website and I see no justification/benefit now.
Col Springer goes on to note that Greg wrote, "Now the board wants to raise dues." Col Springer responded, "A false statement. The dues in place are those approved by the Greg and David controlled Board. The Board has no plans to raise dues." Again, at the August 2nd, 2014 NPA videoconference meeting to discuss this whole dispute, Mr. Newburn made the same claim!!! Mr. Newburn said, "I want to correct a couple of earlier things, too. The board has never discussed raising dues. The current board has never discussed raising dues." Apparently, Col Springer and Mr. Newburn forgot that they had posted their plan to raise dues on the web as Mr. Newburn was reminded at the online meeting. In addition, two NPA members cited emails discussing the Springer/Newburn plan to raise dues. Then current board member Bill Lucas reminded Mr. Newburn that they had brought up raising dues at a Col Springer Board meeting. While the resulting embarrassment was palpable, it seems to have had no effect on them. It's clear that Col Springer wanted to raise dues, but realizes that, at this point, it's not a popular move. Col Springer's retort, in his usual style, "The dues in place are those approved by the Greg and David controlled Board" is not in the slightest bit relevant "“ Greg's claim was NOT that Springer had raised the dues just that they wanted to raise the dues. Springer's quote simply means that the Springer/Newburn board understandably did not feel it was politic to do what they have declared multiple times they want to do.
Col Springer notes that Greg wrote, "The Board now "proposes to charge people to read our paper." And then Col Springer claims, "Another false statement." Again, Col Springer has the same problem as above. Col Springer writes (in blue)
"Nick Percival stated that the Board "refused to pay David his $3000 after David had completed the pre-authorized work." This is completely false."
I don't know how many NPA members can handle complex logic, but if Col Springer claims that my quoted assertion is "completely false", then David must have been paid. But, to this very date, David has not been paid! Col Springer goes on as usual to sound good, but uses deception to ignore that the $3000 was agreed to by the prior board and the work was completed in accord with that agreement. Further, again in direct contradiction to Col Springer's claims elsewhere, Don Briddell wrote an email to inform Col Springer and Mr. Newburn that the payment had been pre-approved - Col Springer and Mr. Newburn refused to pay even though they knew it had been pre-approved.
Col Springer goes on to clarify that he did not waste money paying Sam Falaki to "create an alternative web site", but instead he wasted the money paying Tom Becks Media, an Internet marketing firm, who "completed about two thirds of the required work and encountered significant family problems and was unable to complete the site." Note the work was not to replace the existing web site, but rather to put a new façade on it. Even so, that effort left the new site without the functionality that the NPA previously had. Here Col Springer is correct. I got the details wrong "“ I got the names wrong. As Greg has pointed out because Col Springer and Mr. Newburn, again in violation of the law, have refused to make financial statements available, it's difficult to get the details correct, but the point made is correct. Hence, my abject apologies for getting the name wrong to whom Col Springer paid and wasted the NPA funds, however, since, contrary to Col Springer's own By-laws, Col Springer fails to publish an accounting, no one knows the details of Col Springer spending NPA funds "“ one can just infer the general expenses. Col Springer only follows the parts of the By-laws he crafted to facilitate specific machinations and that's where he made his fatal errors.
Note that as Peter Berns, Esq. and Debra Jung, Esq. (Maryland Association of Nonprofit Organizations) put it:
"The Treasurer shall oversee: "¦ the preparation of financial reports of the accounts for each Board meeting"
And also:
"Members have a right of access to certain records of the corporation" including "annual financial statements.
[Note: These have been requested many times but have never been produced.]
Col Springer ends with a multi-pronged attack on Greg and David:
- "they did so by merging their business interests with the NPA and reducing the standards of the NPA to emphasize popularity over quality in science." (Gross distortion as well as an insult to the NPA membership)
- "From 2011 through mid 2013, before the dispute even erupted, membership and conference attendance had been on a steady decline." (Incorrect - NPA membership continued on a sharp rise and the fall in conference attendance in 2013 was because it went from being a jointly held conference in 2012 to a solo conference in 2013 - Col Springer was not comparing apples to apples.)
- "The NPA has much work to do to recover from the significant amount misinformation and mistrust spread by Greg and David. If their actions were motivated by concern for the welfare of the members or treatment of scientific theories, then perhaps they could be excused for being overzealous. But, those of us who have dealt with them on the Board have seen that the divisive issues had naught to do with members or pursuit of science -- they were solely focused on maintaining and advancing Greg and David's personal business interests." (Wow!)
- "The present NPA Board [Col Springer's board] is working, not to advance self interests, but to build an NPA that will serve the interests and needs of our members." (Wow! Col Springer, 95+% of the membership will be thrilled to hear that's what you've been doing. Col Springer goes on to bemoan how divisive Greg and David have been!!!)
I congratulate Dr. Whitney on her position requesting a member vote and on her stance that she will continue on the board only if voted in by the members. If she leaves that will mean four directors who have spent decades building the NPA and four of the greatest contributors to the NPA will have resigned since Col Springer became a director and none resigned to make way for or to endorse Col Springer, quite the contrary.
Nick Percival
LloydK- Posts : 548
Join date : 2014-08-10
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