Re: Columbus Center
TobyJug,
You didn?t dig deep enough, or you would have learned:
Firstly, I was a Vice President of the Ellis South End Neighborhood Association for 1997-2000, and a Board Director and Air Rights Committee member for 2000-2003. You wrote that I ?purport to affiliate? with the group in 2008, but I never said that, you mistakenly assumed it.
Secondly, you wrote that it was not formed decades ago. That is untrue. It was. It was first incorporated only in 1982, but it existed long before that.
Thirdly, you wrote that the organization was ?involuntarily dissolved.? That is untrue. While the corporate status was dissolved, the organization has continued uninterrupted, on the same basis as most neighborhood associations across the city.
Fourth, you wrote that no annual meeting was held in 2004. That is untrue. Annual meetings and annual elections are publicized and held every spring, even though no longer reported as a corporation.
Finally, Boston city officials encourage all neighborhood groups to form, and re-form, their own boundaries as needed. There?s no better authority for setting a group?s jurisdiction than the members of the group itself. It couldn?t be more democratic than that.
Ned,
I am fighting my naturally churlish disposition to try to give you the benefit of the doubt. I apologize in advance for the occasions when disposition triumphs over training.
You do not appear to understand the legal significance of the words you use.
The Ellis corporation, for purposes of the law, is a separate and distinct person from you, me, or any predecessor entity or association. It came into existence, it was "born" if you will, only upon incorporation. Legally, it has no connection to any group that preceded it. For purposes of the law, it did not exist before 1982. It is distinct from any "organization" that might exist simulataneously.
The Secretary of State's records, which appear at the website I previously posted, show the Ellis corporation was involuntarily dissolved in 1987, meaning it ceased to have legal status. It is right there in the website records. Typically, this happens when the Secretary of State's staff does a periodic review of corporate filings. When corporations become delinquent in their corporate filings, it connotes a dormant corporation. The Secretary of State acts to purge dead corporations through an involuntary dissolution process. As you can see, the Ellis corporation fell into that category. Its principals applied for a revival, presumably filed all of the delinquent records, and the Secretary approved the application.
Please do not deny this, as it is all in the record. I prefer to believe that your denial is based on misunderstanding, rather than avoidance of plain, public fact.
That the principals of the Ellis corporation might have continued to act in some manner during the period of dissolution means, in the eyes of the law, only that they were acting for themselves, or some other entity, not the corporation. The Ellis corporation is and was separate from such persons and activities, and at that point, had died, most likely from administrative neglect.
The Annual Report the group filed for 2004 does not show that an annual meeting was held in that year. Again, this is a matter of public record. Check the website. Perhaps some sort of meeting was held that year. Perhaps some neighbors did meet. That would surprize no one. But of what legal significance was such a meeting? None for the corporation. You seem to confuse corporate actions with personal ones. There is a difference. Suffice it to say, the Ellis corporation did not identify in the filing whether the required annual meeting was held, and gave no date for it. This information is required as part of the filing.
I previously assumed that the Ellis corporation's decision not to list you in recent times as an officer or director was a conscious corporate decision based on sound legal advice concerning the laws of agency and defamation. Like any assumption, it can be wrong, and it appears I was wrong in making it. I am pleased to read that the Ellis corporation stands behind your representations, and that you have been intimately involved in directing Ellis corporate activities.
Your understanding of the word "democracy" and mine differ, and likely will not be reconciled. In my view, none of the CAC members is entitled to cloak themselves in the word democracy, either in manner of nomination or appointment.
Finally, gentle readers of this post might wonder why I bother with these issues. The reasons are two fold.
First, words of art as used in any field, be it accounting, law, planning, whatever, have particular meanings that can be lost on persons not trained to understand them. Ned has done a tremendous amount of work in reviewing volumes of financial information. While trying to respect that, I have had growing reservations about Ned's ability to properly interpret the data. Yet I am no accountant, and cannot judge his financial analysis. But in looking Ned's understanding of a field in which I am knowledgeable, law, it is apparent that he misunderstands it. This reinforces my belief that pure tenacity is not enough to get at the truth, and that perhaps Ned misinterpreted what he was looking at. That is not to suggest that I believe the developer in preference to Ned, but only that I do not give weight to Ned's conclusions in this matter.
Second (and last), Ned has jerrymandered his map to discount Bay Village opinion. He justifies the jerrymandering on the grounds that the Ellis corporation is best suited to determine the boundaries that are the basis for the gerrymandering. Assuming for the moment that Ned is right, and ignoring for the moment that there is no law that gives the Ellis corporation this magic "jurisdictional" authority, is there anything in the Ellis corporate chronicle that gives you, the readers, confidence in the quality of its decision making and administrative grasp?
It is no backhanded compliment to say that Ned is a fine rhetoritician.
Toby
