WHEREAS, certain differences and disagreements have arisen between various advisory members of the Society for Creative Anachronism (SCA) and the Board of Directors and other officials of the SCA; and the disagreement pertains to requests made by advisory members for the Board to provide access to financial records of the SCA, and, the names and addresses of advisory members. On or about March 25, 1994, advisory members Rebecca Pearlman Feld, Nigel R. Haslock, Gregory Rose, P. David Schroeder, Joshua Mittleman, Wendy L. Roeder, Mark Schuldenfrei, J. Terry Nutter, Amy Guildroy and Linda M. Haslock ("Petitioners") caused to be filed a Petition for Writ of Mandate in the Superior Court of California, Santa Clara County, Action Number CV739306, which named Victoria Tisdale, Rene Signorotti, A. J. Riviezzo, L. Jane Richards, Randall Tatro, John Fulton, Eric Mohr, Elizabeth Johnson and the Society for Creative Anachronism, ("Respondents"), and the Petition came on for hearing on May 5, 1994 and the attached Judgement and Peremptory Writ of Mandate, attached hereto as exhibit A and B respectively, and incorporated herein were issued by the court on June 9, 1994. Respondents filed a Notice of Appeal on July 1, 1994. Respondents filed a Motion for New Trial which was heard and denied by the court on July 26, 1994. Respondents filed a Notice of Abandonment of Appeal on August 3, 1994.
The parties to this Agreement and Stipulation, Petitioners and Respondents, having had disagreements with respect to the means and manner of compliance with the Peremptory Writ of Mandate and they seek to avoid further application to the Court, and have reached agreement pertaining to their differences and seek to promptly finalize all matters pertaining to compliance with the Peremptory Writ of Mandate and related matters.
This Agreement and Stipulation, therefore, memorializes the understandings and agreements by and between Petitioners and respondents with respect to effectuating the terms of and compliance with the Peremptory Writ of Mandate and related matters. The parties agree as follows:
(1) All check registers and bank statements. (2) Invoices to match ledger entries as requested. (3) Salary data for all employees, except as provided in A.(4) below. (4) Records indicating the total lump sum paid in each pay period to the corporate registrar/office manager and other clerical employees.
B. The financial data obtained pursuant to the Peremptory Writ of Mandate by Petitioners may be published by Petitioners to the membership of the SCA.
C. Elizabeth Forgue, Director, will examine the payroll ledgers provided to determine if the checks issued to the payroll service for disbursement of payroll included payments to persons other than clerical employees, corporate registrar/office manager, and will determine if there have been unusual or unreasonable payroll expenditures. Ms. Forgue will report to Petitioners by means of a written factual statement declared under penalty of perjury.
D. Respondents will provide financial data of the same type and nature provided to Petitioners pursuant to the Peremptory Writ of Mandate to any advisory member of the SCA who makes such request pursuant to Article X of the SCA bylaws, (or any successor provision providing for access by advisory members to financial records). Respondents shall take no Board action to modify or eliminate rights of access to financial records without consultation with advisory members.
II. MEMBERSHIP LISTS
A. Respondents shall adhere to the procedures for impeachment of Directors as set forth below, and to enact these procedures as provisions in the Bylaws of the SCA.
(1) Upon receipt of written notification to the Board by a Petitioner of a Petition to Impeach any Director of the SCA, a membership list (in media or hardcopy, at Petitioners' option), stating as to each member, his or her mundane name, SCA name, membership type, membership number, membership expiration date and Kingdom to which he or she belongs. There will be a charge of $3 per Kingdom list.
(2) Petitioners may initiate mailings for impeachment of the directors of SCA pursuant to the following procedures: There shall be thirty days written notice of intention to undertake a mailing; Petitioner(s) will provide mailing material, envelopes and postage to the SCA to accomplish the mailing; SCA staff shall, no longer than thirty days after receipt of the mailing material, envelopes and postage, provide the mailing labels for the envelopes with the names and addresses of all advisory members of the SCA which they shall deposit for posting; affixing the labels will be performed by volunteers if so agreed by Petitioner and the Board, and in the alternative, a bonded mailing house will be used at the rates normally charged the SCA for other mailings and the expense will be equally divided by Petitioner(s) and the SCA. The Petitioner(s) may, upon request, inspect the mailing labels, and accompany the transfer and turnover of the mailing materials to the bonded mailing house.
B. Petitioner may include in the mailing material only such material as pertains to impeachment.
C. SCA will not exert censorship of any kind over the content of the impeachment mailing.
D. Petitioner shall have the right to advertise in all SCA publications and Kingdom Newsletters in furtherance of an impeachment drive, and all advertising charges shall be at the usual advertising rates.
III. COSTS AND FEES
A. Petitioner shall submit their legal costs and fees to Respondent's attorney for referral to Respondents. If Respondents do not approve payment of petitioners legal fees and costs the issue will be decided by the court pursuant to motion. The parties will not appeal any decision of the court with respect to fees.
B. Reimbursement of payment of fees and costs by Respondents to Petitioners shall be immediate, unless it is demonstrated that such payment of reimbursement would prevent the SCA from meeting its normal operating obligations, and in that event payment of reimbursement of costs and fees shall be paid as cash flow permits without rendering SCA insolvent, but in no event more than one year from the date of this agreement.
IV. APPEALS
Respondents have agreed to withdraw any appeals filed in the aforementioned legal action, and Petitioners acknowledge compliance.
V. REPRISALS
Respondents shall not initiate or sustain any reprisals against Petitioners for the reason of their having filed the legal action or having criticized the policies and operations of the Board and the Corporation.
VI. RESOLUTIONS
Respondents will cause to have enacted such resolutions of the Board of Directors as necessary to effectuate the above matters relating to compliance with the Peremptory Writ of Mandate, and other agreements indicated above.
VII. RETURN OF WRIT OF MANDAMUS
Upon satisfactory performance of the agreements stated above relating to compliance with the Peremptory Writ of Mandate by Respondents, Petitioners agree to provide to Respondents a statement of compliance, which may accompany the return by Respondents of Writ of Mandate to the Court.
VIII. ENFORCEMENT
The parties intend that this agreement shall be binding and enforceable pursuant to the aforementioned legal action, and may be filed with the Court as a Stipulation.
IX. FORMER DIRECTORS AND EMPLOYEES
The parties agree and understand that Respondent Victoria Tisdale is no longer a party to this lawsuit, having been dismissed from the action; Anthony Provine is no longer Executive Director of SCA, nor is he associated with SCA.
X. COUNTERPART
This agreement may be signed in counterpart.
THE FOREGOING IS SO STIPULATED AND AGREED.
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