Discussion - Conflict of Interest in Bylaws

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Lord Dubh
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Discussion - Conflict of Interest in Bylaws

Post by Lord Dubh » 2013-03-26

In the past few years it was approved by the Club to allow member of the NC to also sit on the Senate. The arguments were valid and there was no issue.

Due to an addition in the bylaw approved in 2012 a conflict of interest has been created and has to be resolved.

To strip someone of the award Knight of the Realm requires both the NC and the Senate. Since the NC awards the Knight of the Realm to themselves it stands to reason that to avoid a conflict of interest the NC has to recuse itself from situations in which one of its own is being stripped of the award, this means not sitting in Senate nor allow the NC to be part of the process.

Any ideas?
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Inox
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Re: Discussion - Conflict of Interest in Bylaws

Post by Inox » 2013-03-26

It used to be that the Senate could remove a Noble with 3/4 majority, then approved by the EB with 3/5.

In that case, there was nothing to stop Nobles on the EB from voting. Nobles on the EB are a commonplace thing...currently there are 3 & a squire sitting. So, 4 out of 5 connected with the NC.

I don't really see there being any big problem here. The NC has shown many times that it can act impartially, and with any issue large enough to merit removal, I doubt you will see a lot of debate on the matter. Plus, expulsion from the club automatically removes Nobility, and the NC alone can review for removal on a suspension.
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Lord Dubh
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Re: Discussion - Conflict of Interest in Bylaws

Post by Lord Dubh » 2013-03-26

Kevin,

You are the master of the 'what if' and 'they could' situations so I find it troublesome that you dismiss this as a non-issue. A conflict of interest is a conflict of interest. As someone who went to law school, passed the bar and I assume was a lawyer at one point - you do know better and how this is an issue.

I just don't know how to resolve it.
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exoduscleric
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Re: Discussion - Conflict of Interest in Bylaws

Post by exoduscleric » 2013-03-26

I don't have a solution, but I do have a question. While NC members can serve as Senators, is this currently happening? I know that I have not done so and I'm curious how often it is actually happening. Is it often enough that it would be a concern if they weren't able to going forward?

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Re: Discussion - Conflict of Interest in Bylaws

Post by Inox » 2013-03-27

As a fellow former president, you should know I practiced law quite a bit, being as I handled a lot of work for Darkon pro bono, including our 501(c)(7) filing that got us our federal non-profit status, registering our trademark and service mark after the original attorney the game hired filed under the wrong title, etc.

But really, conflict of interest is a stretch at best, here. The classic situation is where a secondary interest affects a primary interest. Making the argument that being a member of the NC makes you hesitant to police a fellow NC member is rather unconvincing, and absent that, there's no competing interest.
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Re: Discussion - Conflict of Interest in Bylaws

Post by Lord Dubh » 2013-03-27

Under that definition I practiced law for years.

With two exceptions, NC doesn't police itself. In my time on the NC members of the NC have been reported and yet none ever end up on the watch list, let alone spoken to in an official capacity. No body should be permitted to police itself, that is a conflict of interest.

Now, just to people understand. Two people in the history of the club have been stripped of the award (and the loss was retained so don't bring up people who lost it and got it back) and both instances was prior to the bylaws defining how to do it, so the NC did it on its own. Both times were considered pretty egregious and in both instances the members were pretty much in disfavor of the club and the NC.

Here is another whatif - A member of the NC becomes a pariah and the NC wishes to remove them. All they need to do is stack the Senate (not sure if this is possible right now) and it's a done deal.

Again - This is a discussion. I don't have a solution and if it happens it is my hope that this discussion will be in the minds of the people making the decision.
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Re: Discussion - Conflict of Interest in Bylaws

Post by President » 2013-03-27

Why not simply add a statement to the effect of a NC member may not sit on the Senate at anytime when the Senate is discussing the removal of anyone from the NC? Seems like a fairly simple and straightforward solution to me.

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Re: Discussion - Conflict of Interest in Bylaws

Post by LordTyrantCort » 2013-03-27

Cosign, the prez has the right idea.
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Lord Dubh
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Re: Discussion - Conflict of Interest in Bylaws

Post by Lord Dubh » 2013-03-27

Sounds like the Board is going to take it up :)
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Inox
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Re: Discussion - Conflict of Interest in Bylaws

Post by Inox » 2013-03-27

Lord Dubh wrote:Under that definition I practiced law for years.


Very droll. Except that when I got on the EB, a bit after you'd walked off, the legal situation was total *. I fixed a lot of problems for which there was a either lack of know-how or a lack of effort...perhaps both. I suppose you can choose which it was in your case.

Lord Dubh wrote:With two exceptions, NC doesn't police itself. In my time on the NC members of the NC have been reported and yet none ever end up on the watch list, let alone spoken to in an official capacity. No body should be permitted to police itself, that is a conflict of interest.

Now, just to people understand. Two people in the history of the club have been stripped of the award (and the loss was retained so don't bring up people who lost it and got it back) and both instances was prior to the bylaws defining how to do it, so the NC did it on its own. Both times were considered pretty egregious and in both instances the members were pretty much in disfavor of the club and the NC.


So, by your own admission, the only times when removal has been deemed necessary, the NC was effective not just with others, but on its own, in "policing itself".

The very nature of the NC is that you have to be willing have hard talks with and discipline your fellow countrymen, close friends, fellow Nobles, etc. Someone who couldn't do this would become immediately obvious on the NC as a problem. If anything, Nobles are even harder on other Nobles when they mess up, especially when they mess up in a large way.

History bears this out.

Lord Dubh wrote:Here is another whatif - A member of the NC becomes a pariah and the NC wishes to remove them. All they need to do is stack the Senate (not sure if this is possible right now) and it's a done deal.

Again - This is a discussion. I don't have a solution and if it happens it is my hope that this discussion will be in the minds of the people making the decision.


If there were such a grand conspiracy, I am sure it would be better accomplished in the realm at large.

If the NC gives the award, the NC should have a role in taking it away. This is consistent with other aspects of your new bylaws.

Are you also going to argue that NC members sitting on the EB should not vote on new NC members, or on discipline recommendations from the NC?
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Lord Dubh
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Re: Discussion - Conflict of Interest in Bylaws

Post by Lord Dubh » 2013-03-27

I do not question your experiences in law school, the bar or that you are a securities lawyer...do not belittle me just because you do not know my experiences or circumstance. Makes you look like a dick.

As for the rest - I am not going to debate you. I have given examples as to why this would be a conflict of interest and others have come up with solutions the Board and Senate will bear it out.
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Re: Discussion - Conflict of Interest in Bylaws

Post by Sir Caetrel » 2013-03-28

I would rather that Senate OR the NC could remove a noble title. I say this because I believe the Senate would be much more reluctant to do so. As it stands now, you pretty much need to run someone over with your truck, wreck some bathrooms, and blow off every hit to have a title removed.

If I am incorrect in my understanding of the current bylaws, apologies. But I do believe the NC should be able to revoke its own titles independently if necessary.
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Inox
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Re: Discussion - Conflict of Interest in Bylaws

Post by Inox » 2013-03-28

Lord Dubh wrote:I do not question your experiences in law school, the bar or that you are a securities lawyer...do not belittle me just because you do not know my experiences or circumstance. Makes you look like a dick.


Rather dismissive then, to say that you "assume [I] was a lawyer at one point." I still am, by the way.

However, to get back on point: Why are we even spending cycles on this when there are any number of things in the game where feeble conflict of interest arguments could be made? None of this has any bearing on monies or the administration of the corporation in any way.

Are we going to be sued on some dubious grounds because someone lost their fake title in a fantasy game after they did something horrible enough for that to come up in the first place? I just don't see why this even is being discussed like it's a real issue.
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Re: Discussion - Conflict of Interest in Bylaws

Post by Lord Valfryn » 2013-03-28

Sir Caetrel wrote:I would rather that Senate OR the NC could remove a noble title. I say this because I believe the Senate would be much more reluctant to do so. As it stands now, you pretty much need to run someone over with your truck, wreck some bathrooms, and blow off every hit to have a title removed.

If I am incorrect in my understanding of the current bylaws, apologies. But I do believe the NC should be able to revoke its own titles independently if necessary.


Please, don't set that as the new high water mark.

I don't mind the EB stripping a noble title. I also think the NC should be able to fire someone if they want also. Even if you're a pariah, I really don't see the NC booting someone for something that doesn't warrant it.
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Re: Discussion - Conflict of Interest in Bylaws

Post by Inox » 2013-03-28

Lord Valfryn wrote:
Sir Caetrel wrote:Even if you're a pariah, I really don't see the NC booting someone for something that doesn't warrant it.


Exactly. The NC has never done that. It's just not even a real concern.

I don't see why we can't police our own fake titles in a LARP.

Is it conflict of interest when someone votes for their own proposal? Votes on the EB for a countryman's Noble title? When the EB vote on Nobles while sitting on the NC? When a Land Marshal handles his own country's land actions? When an Elder is dating someone in one of the countries for which he's Eldering a war?

This is not Parliament. It's a LARP. Let's not get too "SRS BSNS" about it and suck out all the fun. We can handle the legal aspects of running the corporation by the numbers, but the gameplay? Let's not make that into another chore involving endless procedural mandates.
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Re: Discussion - Conflict of Interest in Bylaws

Post by Kobalos » 2013-03-28

BLUF: I don't think it's an issue.

Most of the 501(c) conflict of interest concerns that I'm familiar with center on financial gain. One of the basic questions on the application for Not-For-Profit status with the IRS is "Do you have a conflict of interest policy?" In my other 501(c), our answer was "No, because [we don't think we need one]. We are open to creating one if necessary." Basically, the only people we pay are suppliers for our shop and our instructors. That was fine with the IRS.

And in Darkon, about the only people we regularly pay are landowners. Unless someone can show that we have a conflict of interest with someone with whom we have financial dealings, I don't think we have a problem.
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