MEMORANDUM
TO: Martin W. Myers,
Hoite C. Caston,
Richard Keeler, and Urantia Foundation TrusteesFROM: Quin R. Frazer
Date: August 18, 1989
Re: August 9, 1989 Urantia Brotherhood Memorandum from David Elders regarding Preparation Materials for September Council Meeting ("the Elders Memorandum")
In paragraph I b. of the Elders Memorandum, David Elders ("David") makes the Following statement: I. spoke personally to both Foundation Attorneys--Quin Frazer (Gardner, Carton & Douglas) and Craig Fochler (Pattishall, McAuliffe and Newbury) and asked them to set up a meeting with the Trustees for July 18 or 19 to discuss the concerns of the Executive Committee. Quin Frazer called me back two days later and said that he was instructed by the Trustees to say that they would NOT meet with us and that we should communicate our concerns in writing. We did.
David’s statement is technically correct, but extremely misleading because it implies that the Trustees were invited to attend a constructive problem resolution meeting with members of the Executive Committee shortly after the emergency Executive Committee meeting David had called for on July 17, 1989., but that the Trustees refused to meet and constructively resolve problems. The comments David made to me during our phone conversation on July 10, 1989 and also on July 12, 1989, clearly indicated that such a meeting would most assuredly not constructively resolve problems.
The phone conversation I had with David on July 10, 1989 was approximately an hour long and covered a great many issues regarding Martin Myers (“Martin”), the Foundation, the resigned Trustees, the Brotherhood, the Executive Committee, himself and other related matters. The phone conversation I had with David on July 12, 1989, was approximately 15 minutes long and covered many of the same issues discussed on July 10, 1989. I conveyed to the two remaining Trustees the salient elements of both telephone conversations and my observations and opinions about the information I received. The elements of those phone conversations which were relevant to the Trustees’ decision not to attend David’s proposed meeting are as follows:
1. Even though David never raised his voice to me, it was clear to me that David was furious with Martin.
2. David had concluded that there was no further point in trying to work with or around Martin and that Martin had to be ousted at any cost from his presidency and his trusteeship for the good of the Urantia movement.
3. David stated that his intent in calling the emergency Executive Committee meeting was
(a) to convince the Executive Committee of the rightness of his conclusion that Martin must be ousted at any cost and
(b) to get the Executive Committee to issue an ultimatum to Martin to resign for the good of the Urantia movement or be sued by the Brotherhood on the grounds that his leadership was in violation of the Foundation’s and Brotherhood’s purposes. David said that if it were not possible to sue Martin on those grounds, the Brotherhood would look for any breach of trustee fiduciary duty no matter how unrelated to David's primary concerns, as long as those breaches would result in the ouster of Martin as a Trustee.
4. The purpose of the meeting which David proposed to have with the Trustees after the emergency Executive Committee meeting was to confront Martin with the Executive Committee’s demand for Martin to resign or be sued and removed in disgrace. David was careful to state several times that since the Executive Committee had not met, he was giving me his personal opinion. However, David stated that even though he could not speak for the Executive Committee, because the Executive Committee had not met at that time, he felt that there was a very good chance that he would be successful in convincing the Executive Committee of the necessity of taking such a hard-line position.
5. I asked David why he had not called Martin directly. David responded by saying that he and Martin were not speaking to each other and that given the poor state of their relationship, he did not think there was any point in communicating with Martin. 1 did not ask, and I do not recall David saying why he did not call the other remaining Trustee, Hoite Caston.
6. The fact that David called the Foundation's attorneys was a warning to the Trustees that litigation was coming and a warning to the attorneys that the situation was very serious.
7. Since David's phone calls were made less than a week before the Trustees’ scheduled quarterly meeting at which they were intending to consider nominees for successor trustees, one of David’s objectives was to warn the Trustees not to "pack the board" with their friends. in fact, David stated that he was concerned that Martin would pack the board with like-minded people.
8. My advice to the Trustees, after relaying to them the above described material, was not to attend the meeting proposed by David for the following reasons:
a. David was committed to force Martin to resign from the Board or to have him removed at any cost, even if it required litigation. The only purpose of the meeting was for David or the Executive Committee’s representatives to confront Martin and offer him his choice of resignation or removal.
b. The meeting would not focus on issues but would instead escalate emotions to an even higher intensity. Since David’s anger was so intense, the Trustees’ acceptance of an invitation to attend such a meeting would not result in a dialogue, unfortunately just ultimatums and threats.
c. Since David had threatened litigation if Martin did not accede to what David hoped would be the Executive Committee’s demand, the matter had already been thrust into the legal arena.
d. The passage of time might lessen the intensity of David’s (and the Executive Committee’s) feelings. Only when feelings have subsided should the Trustees consider meeting with representatives of the EC.
e. The Trustees should meet with representatives of the Executive Committee when the Trustees are ready for such a meeting and not before.
f. Since removal of Trustees is the province of the Board of Trustees, the Trustees ought to consider not meeting with representatives of the Executive Committee until the Board was brought back to full strength.
g. In order for the Trustees to understand the grounds for David’s (and presumably, the Executive Committee’s) conclusion that Martin must resign or be removed, the Trustees should obtain a written list of the charges against Martin with as detailed a factual basis as is possible in order for the Trustees to evaluate the charges. I suggested to the Trustees that the Executive Committee should be requested to provide the Trustees with the same specificity that the Brotherhood’s Constitution would require for the removal of a member of the General Council.
h. In addition to all of the reasons why I believed it was inadvisable for the Trustees to meet with representatives from the Executive Committee on Wednesday, July 19, 1989, or Thursday July 10, 1989. Martin explained to me that he would be out of town on those days on business.
10. Since David Elders had initiated contact with the Trustees through me, the Trustees decided to continue that mode of communication in responding to David. On July 12, 1989, I told David by phone that the Trustees decided that it was not advisable for them to meet with representatives of the Executive Committee on the dates that he had proposed and that if he wanted to continue to communicate with me by phone regarding this matter I would relay the information to the Trustees. I did not inform him that Martin would be out of town on business during those days. I did request David to put the charges in writing and to do so with the specificity necessary to support removal under the Brotherhood Constitution so that the Trustees would have sufficient facts in order to evaluate the charges.