Shea Porr, President of the Camarilla, Jan. 13, 2002
Sent to the membership of the Camarilla via e-mail

On Sun, 13 Jan 2002 20:54:28 -0500, Shea Porr wrote:

Hello everyone,

I'm aware that there are many rumors circulating about the reasons why there is still no signed contract between the Camarilla and White Wolf. I'm sure everyone knows there are issues that have been holding up the contract. I'm going to outline where some of those problems lie, from our perspective. These points are based on the contract White Wolf currently wants us to sign. Realize that what I'm posting below are basically our non-negotiable issues at this time. There are several other issues we're not completely happy about, but then you're never going to be completely happy with a contract. That's what compromise is about.

I feel I should note that the current contract (given to us in 2001) is nearly identical to the one given to Heidi and Steve in 1998. None of the compromises or redlines noted by Heidi or Steve, and nearly none offered by myself, have been included in the revisions. One issue has been added by White Wolf (noted below). I feel I should also note that, in general, White Wolf often takes weeks or months to respond to us. These two things have been a significant contribution to the delays.

1) Membership list - they want ownership. If we give them the list, they do not need this organization. If we give them the list, then we have nothing to bargain with/from. They want commercial rights and are willing to give us non-commercial rights for as long as the organization is working. This is still unacceptable. Either way, whether they have the list or not, if we sign this contract and they cancel if (either chose to not renew it, or find us in breach of contract - see below) they own the list and the organization is shut down.

We have offered to send out flyers and such to the membership for them. They have not responded to this as yet.

They want us to give them regular updates with contact information. We are currently trying to get them to agree that we can screen the members, allow them to tell us whether or not they want their information released. So far White Wolf has not accepted our compromise. They have noted that it is their policy to not sell membership lists, but we would like that in the contract as well. The internationals would not be affected by this, as the international privacy laws would supercede this contract. The USA does not currently have any such laws in place.

2) Approving Board members (this is the added issue) - they want final approval on Board member selections. Best case, nothing changes and they simply give their nod to anyone we present. Worst case, this means White Wolf controls who's on the Board, because they simply veto everyone we put forward until we get the person they want. Their statement is that they need to have the confidence that they can trust the Board with their product, and claim that this type of approval is standard for their contracts with fan clubs. I'm unaware of any other contracts with fan clubs that they may hold or have held, and I must note that this clause was added between our May 2000 redlines and the 2001 contract we were given, with no explanation or hint that it was coming. Another comment was a concern about the frequent movement of Board members on and off the Board, in particular the office of President. This is a volunteer organization, and a two-year stint is actually a good period of time to have someone in this sort of position. With respect to the President, who would be signing this contract, Heidi was in office for 5 years and Steve for 2, and White Wolf did not know Steve was stepping down when they added this clause. We have offered to have the White Wolf Liaison give input to the candidates for Board positions, but they have not accepted this to date. They have compromised down to the President, EVP, VP Finance, and VP Information (those positions are named in our legal documents). This is still unacceptable to us.

Top this one off with the fact that it's not legal for an NPO registered in Utah to give this authority (Board member approval) to a third party. We can get around that by going to a full membership vote to approve a policy that gives that right to a third party (in this case, White Wolf). I have made them aware of this, and I have even stated I will go to the membership with this vote. They have not responded to this, and it has been 5 months since this issue was brought to their attention.

They have stated that they feel we should not be a registered NPO. The Board has discussed this, and we feel that this is unacceptable. Besides the financial and legal considerations of a move like that, this organization has grown strongly in the aspect of charitable activities, at least within the USA, and we feel it is an integral part to what the membership wants. To let that go and become a for-profit entity is unacceptable to us.

3) Language - the language in the contract is relatively unprofessional. By this, I mean there are statements and clauses that would leave us in breach of contract almost immediately. For example, it would require us to have *every* chapter report every month (I trust everyone realizes this is going to be impossible for us to enforce), or require us to produce the *highest* quality products (you will always find something of a 'higher' quality). We have attempted to change the wording to allow us to police our own officers as we do currently or to confirm the production of *high* quality products, and have that reflected in the contract. They have not accepted any of those compromises to date, either.

The Board has consulted a lawyer on the contract (our lawyer drafted a version of the contract based on the White Wolf contract he was given, with changes to shift much of the liability away from the Camarilla, it was denied in toto), and on our legal documents and organizational structure. We've talked to the lawyer about our current situation with White Wolf. We are standing on very solid ground and could continue to operate even if we did not sign a contract with White Wolf. We would lose the "Official Fan Club" title and would likely lose the relationship we have with respect rules and such (we do a fair bit of play-testing and consulting for them at this time, and some of the rules changes of late have come out of our suggestions), but at this time little else would change with the way the organization is run. We can still use the rules supplement (White Wolf encourages 'House Rules'), though the method of distribution may have to change. We own the name The Camarilla as well.

We have also consulted the national affiliates and gotten their feedback on the issue. They are in agreement that, at the moment, this contract is unacceptable. All have indicated that they would remain as affiliate nations, and those who are working toward affiliation have indicated they would remain as well.

We do not want to go out of this without signing, as we really do feel that an agreement between this organization and White Wolf would be to the benefit of all. We have but to look back at what we have accomplished to prove that. However, we also do not want to give this organization to White Wolf lock, stock, and barrel. We feel this organization was created by the members, by their volunteer efforts, and that to give up what White Wolf is asking for would compromise it completely. The Board is open to negotiation with White Wolf with respects to this contract, but some things have to change before we will sign.

If you would like to give feedback into this issue, please give your comments to your coordinators to pass up in their reports. It will be a more effective use of time if we have your questions grouped, so that we can address them in batches as opposed one at a time and end up repeating ourselves.

Thank you,
Shea

**********
Shea Porr, 9509-075
President
The Camarilla (r)