|
|
Tom Gow Memo
Regarding JBS Building
Restrictive Covenant...
|
|
December 20, 2005
To: Whom It May Concern
From: Tom Gow
Subject: Status of JBS Buildings
Since G. Vance Smith and I resigned as officers and directors of JBS on October 21, 2005, several rumors have circulated regarding the status of the two adjacent buildings owned by The John Birch Society. Examples: "The outgoing team led by G. Vance Smith stole the buildings." "The John Birch Society no longer owns its buildings."
As so often with repeated hearsay, the rumors bear little resemblance to reality.
A day or two prior to our resignation, the JBS Board of Directors met and unanimously authorized the issuance of a Declaration of Restrictive Covenant on the two buildings. JBS Director Gary Benoit, who now works for the new team, supported this action.
The Covenant was designed to protect the contribution of the donors who helped purchase the buildings. The key provision of the Covenant is that JBS "shall not pledge, assign, mortgage or sell the Property" for a period of ten years without the consent of the Trustees of a newly created Trust ("The John Birch Society Endowment Trust").
The Trustees are three of the major donors who enabled JBS to purchase the property: Keith L. Van Buskirk, Wayne C. Rickert, and C. Walter Ruckel. Neither G. Vance Smith nor Tom Gow are Trustees nor do they have any control over or financial interest in the Trust. The JBS still owns its buildings and with the consent of the Trustees can mortgage or sell these assets when and if JBS truly needs to.
Why did the Board of Directors place such a restriction on the property? Because the Directors were greatly concerned that the new team, which had not been officially selected, would seek to conceal its ineptness for many months by mortgaging and squandering this asset to meet operating needs.
The JBS buildings had been purchased with great generosity by many donors interested in securing the future success of JBS.There was an implied covenant with the donors that the buildings would not be mortgaged except in extreme emergency and not to meet the ups and downs of operating income. G. Vance Smith had made that pledge many times to the Council. Since the first of the two buildings was purchased in 1995, neither of the buildings had been encumbered in any way.
Why did the Board of Directors feel that it was prudent to formalize this covenant in October of 2005? Because the outgoing team understood the limitations and proclivities of the likely replacements. They saw the campaign to change the leadership as being waged under false pretenses žu it was not just about getting rid of Vance Smith, but about changing the structure of control. And they saw a danger in the irresponsible tactics being used to bring about this change (such as agitation and trial thru accusation, often by anonymous accusers, and the lack of openness about what the accusers were unleashing žu in particular, how a successor would be chosen and the qualifications of those being considered).
That the replacement team has made a frequent issue of the Covenant strongly suggests that the fears of the former Board of Directors were well-founded.
|
|
|
