What Ever Happened to Free Spirit Beltane? Or, The Duty of a Trustee to Pick Up the Ball

Posted on: Mon, 04/02/2012 - 10:30 By: Tom Swiss

I find that I need to address some accusations being made about my time as President of the Free Spirit Alliance; and, more seriously, to discuss a violation of fiduciary duty by one of FSA's Trustees. This will probably lose me a few friends, and now that FSA has a way to expel members it may even get me kicked out. But I find I've reached my limit on holding my tongue on these matters. On the general theory that "sunlight is the best disinfectant", I'm going to talk about some ugly politics, and about what happened to the Free Spirit Beltane event.

The tl;dr version: if, as is claimed, FSA Trustee Cat Castells became aware that FSA had not renewed its contract with the site where Free Spirit Beltane was held, she had an obligation to act in FSA's interest and work to ensure that the contract was renewed. She not only neglected to do so, she personally profited from the situation.

If you just want to go to festivals and have a good time -- and who could blame you? -- skip this. It's a long and unpleasant story, probably only of potential interest to people in the Free Spirit community, or to people dealing with the politics of similar organizations who might learn by negative example how to avoid these problems. In the annals of Pagan Politics, it's not one of the more interesting tales, no sex or bigotry or cultish abuse of power, just old-fashioned conflict of interest.

Background: An Attempt to Clean Up Years of Neglect

For those who came in late, the story so far...

I've been involved with the Free Spirit Alliance (FSA) and its events since 1998. It's a great community. I've had life-changing magical experiences at the Free Spirit Gathering (FSG), its summer festival; romped around at the unique Sacred Sexuality Beltane Festival; and -- and here was my mistake -- gotten drawn into the highly dysfunctional politics of the organization. How and why I was foolish enough to do that is a story in itself. Suffice it to say I was elected Vice President in 2008 and President in 2010.

As Vice President, like most Vice Presidents, I didn't do much except fill in and assist here and there, and generally try to be a booster for the organization. But when I became President, I finally took a good look around -- and found a total mess. Basic corporate housekeeping had been neglected for years, records were a disaster, there was nothing resembling a budget, we had no idea where money was going, corporate by-laws about spending were being completely disregarded, and compliance with tax laws was questionable.

Some of those problems can be attributed to health issues that left one of FSA's previous officers unable to fulfill his duties. But there is a backstop in place in FSA's corporate structure that should catch problems like that: the Trustees of the organization are required by the articles of incorporation to perform an audit on at least a yearly basis.

The Trustees apparently had not done this in some time, and so problems had grown. An atmosphere of general carelessness prevailed in FSA's financial and corporate operations.

A new Financial Secretary (who I had dragooned into running for office -- sorry), Administrative Secretary, and Vice President took office at the same time I did, and we were able to clean up a lot of the mess and lead FSA to its first financially successful year in some time.

I do not claim to have done a perfect, or even a great, job. But I direct any nay-sayers to FSA's bank balance and to the fact that, in sharp contrast to the previous year, we ended with a detailed accounting of how money had been spent.

However, some in the "old guard" were not pleased. No doubt this was partly from a lack of political savvy and people skills on my part. But it also seems that some people were upset because in making changes, I had to point out the less-than-successful results of the past few years. The reply to "We've always done it this way" often had to be, "And it hasn't been working." (Though I did try to phrase it more gently than that.)

As one prominent member of the community told me, "You're really pissing off the old guard. Good job, keep it up!"

But in an organization with a small voting membership you can only piss off so many people. I had assumed that a return to profitability would soothe the pissed-off contingent, but, not so much. (Again, lack of political savvy on my end.) So I lost a bid for re-election last fall.

I intended to remain active in FSA and (stupid me) in its political process, and to use my inside knowledge to continue to push for reform. But now I find accusations of negligence during my term coming from the current President and some of the Trustees.

That I could take, and pretty much let roll off. But more disturbingly, one of FSA's Trustees has taken actions that are an apparent violation of her legal responsibilities, and it seems that my alleged failures as President are being used for cover about this. That requires a response.

Beltane and Turtle Hill Events

I usually attend, and often present workshops at, Free Spirit Beltane. Because I'm going to be out of the country during that time this year, I hadn't kept up with that event. I happened to look at its website on Friday -- and found that Free Spirit Beltane no longer exists. It has become "THE Beltane", with the following explanation posted:

Why is THE Beltane no longer Free Spirit Beltane?

For many years, Turtle Hill Events was contracted to run Free Spirit's Beltane event. Last year, we became aware that the president of FSA had not renewed their contract with the site. Because of this, we stepped in and assumed the contract under our own corporation. It seemed only right to change the name permanently to reflect this change. We wish only the best to Free Spirit Alliance in the future and, in fact, sponsor Free Spirit Gathering.

Let's just say I was very surprised to read this.

For those who don't know the background, Turtle Hill Events (THE) is a company run by Cat Castells, one of FSA's Trustees. It grew out of FSA giving Cat's late husband, George Marvil, a contract to promote and manage the Beltane festival. Beltane was still an FSA event, using FSA's infrastructure and staffed with lots of FSA volunteers, but George would manage it and keep 80% of the profit, with 20% going back to FSA. Thus, the question of whether Beltane is an FSA or THE event is not just a name change, but has very significant financial implications.

This deal was originally made in 2005 as a way to compensate George and Cat for their work as registrars for FSA's events, which they had done for several years for free. It was renewed as a contract with Turtle Hill Events when that corporation was formed.

Before George and Cat took it over managing it, FSA's Beltane festival was a small event. Under their management it grew rapidly, and took on a unique focus on Sacred Sexuality. It was probably the only event around where you could find both a traditional Maypole and a BDSM dungeon.

With George and Cat's work -- and the support of FSA and the work of a large number of FSA volunteers -- Beltane developed into a large and profitable festival.

While George or THE kept most of the profit, FSA's share was significant. In some years during the period of neglect, when FSG ran at a loss, Beltane was the only thing keeping the organization's bank balance from sinking.

Besides its contract with FSA to manage the Beltane festival, THE eventually was given a separate contract for the FSG registration services that George and Cat used to do for free. And it went on to start its own event, Fires of Venus, whose initial relationship with FSA was murky; if I recall correctly, FoV operated under FSA's insurance for its first year or two.

In other words, THE is a for-profit company that arose out of the activities of a non-profit, and it is run by someone who also has a significant role in running that non-profit. This is not necessarily a bad or illegal thing, but it sets up an obvious conflict of interest and has to be handled very carefully.

Unfortunately, the relationship between THE and FSA came about during the period of neglect, when "carefully" was the antithesis of FSA's operations.

There are href="http://www.irs.gov/charities/charitable/article/0,,id=123303,00.html">strict
IRS rules regarding transactions between a tax-exempt organization like FSA, and a for-profit company owned by someone with a position of influence over that tax-exempt organization, such as THE and Cat. It seems that no one had ever looked into these rules before I stumbled on them -- and boy! did my insistence that we follow them piss people off.

(FSA's current President, Fred Friedel, actually argued at that time that we should seek to remain ignorant of those laws, that "not knowing in this case is a good one". I trust that he has changed his stance on the issue by now.)

I also tried to sort out some smaller problematic aspects about the FSA/THE relationship, ranging from the branding on Beltane as a FSA rather than a THE event, to accounting procedures, to high processing fees being passed on to us for FSG registration.

Some folks are now trying to take these professional concerns I had about the FSA/THE relationship, and make out that I had some sort of personal grudge against Cat Castells, and that this somehow led to her actions. While it's irrelevant to the matter at hand, I want to clearly state that this is not true.

Had you asked me a week ago, I would have said that, though Cat had been party to the laxity of the FSA Trustees in their audits, and she had been less than diligent about maintaining the necessary and proper boundaries between FSA and THE, she has strong organizational skills and a creative eye for bringing events together. In fact, I point you to href=https://www.facebook.com/tom.swiss/posts/305453432851676"">one of my Facebook posts from February: "...any event that Catalina
Castells and Jeff Mach collaborate on should be excellent."

Until we came into conflict last year over getting a proper separation between FSA and THE, I would have even said that I enjoyed working with her. A few times over the years, in conversations with various members of the Free Spirit community who were concerned about the role of THE, I went so far as to defend her against accusations of a conflict of interest.

Now, however, that conflict is too clear to deny, and it has apparently lead to a grave violation of Cat's fiduciary duties as an FSA Trustee.

Contracts and Duties

Several allegations have been made that I failed to renew FSA's contracts regarding Beltane, or at least did not renew them in a proper manner.

There are a lot of details about those claims that could be debated. Is e-mail enough? (Yes, contracts can be made by e-mail.) What if a Trustee didn't witness it? (Cat is a Trustee.) Who said what when? (There's a claim that a key e-mail was sent to me, relaying a verbal message from the owner of Ramblewood; I don't seem to have ever received such e-mail.)

Rather than argue these issues here, I'll say in summary that I took action to renew those contracts, and that it's my belief that the status quo of FSA's agreements with THE and Ramblewood (the site for FSG and Beltane) that was in place when I took office was effectively renewed during my term: by an e-mail contract in the case of THE, and by e-mail and personal meeting with Ramblewood's owner.

But it turns out that the question of whether the contracts were properly renewed is not relevant to assessing whether THE's actions regarding the Beltane event were legitimate.

Let's say, for the sake of argument, that I did make a mistake in renewing one or both of these agreements, that some important point of procedure wasn't followed. Besides basic human fallibility, there was enough mess to clean up last year that I have to admit at least some possibility that something significant slipped by. Or say that Renee, our previous President, had made an prior error, so that the status quo I was targeting was inadequate. Or say that Ramblewood's owner came to Cat with some concern about firming up the deal, and that she contacted me about it but that I didn't respond.

Hell, let's pretend that I was completely negligent, that I went stark raving bonkers and didn't just make an error but decided that I didn't wanna bother with it, that I was drinking martinis and watching Star Trek reruns in my underwear rather than trying to get FSA's business affairs squared away.

What then? Could anyone in FSA do something?

Let's review the provisions of FSA's articles of incorporation regarding signing contracts. Under the articles, the president "endorses agreements as directed by the Corporation." In this context, "the Corporation" means the Trustees. (Under Maryland law, it is the Trustees of a religious corporation who "Have perpetual existence under the name of the religious corporation".)

Thus, if the President failed to renew a contract important to FSA, or failed to follow some necessary procedure in doing so, the Trustees would have to direct them to do so. (Assuming, of course, that they knew about it.)

And if the President didn't act? If I just poured another martini and didn't answer e-mail or phone calls from the Trustees? The articles state, "The Vice President performs the President's duties when the President is unable to do so." So, if the President wasn't around or did not respond, the Trustees would have to direct the Vice President to handle the contract.

And if that didn't work, if the Vice President had joined me on this hypothetical bender, under the By-Laws the Trustees have the power to suspend the authority of the Administrative Board if necessary. They could suspend the President and Vice President's powers, hold a business meeting, and use their fundamental powers under Maryland law to handle the contract themselves.

That would take longer, of course, but even a double failure of both the President and VP could be dealt with.

Duty of a Trustee: Pick Up the Ball

So then, what would be the duty of a Trustee who believes that an important contract was not being renewed?

A Trustee has a fiduciary duty to act in FSA's best interests. In keeping with this, the Trustee's duty would be to bring the matter to the attention of the other Trustees, who could direct the President or Vice President to correct it.

Even if the Trustee in question didn't look at these provisions of the articles, or disagreed with my interpretation of them here, it is clear that the reasonable and prudent thing to do is to raise a fuss if you believe that an important aspect of FSA's business is in jeopardy.

If Cat believed that there was a problem with the contract with Ramblewood or THE, her failure to bring the matter to wide attention seems to be a clear breach of her duty as a Trustee. I cannot see how anyone could reasonably believe that silence would be to FSA's benefit in such a situation.

To put it another way: it has been claimed that I "dropped the ball" regarding these contracts. (And now others are also being named as ball-droppers.) But if -- if -- I or any other player on FSA's side dropped the ball, there was a group with a duty to pick it up on FSA's behalf, the Trustees. And Cat Castells, the very person claiming that the ball was dropped, is part of that group.

If the ball was dropped, it was her duty to pick it up on FSA's behalf, not THE's.

If Cat "became aware that the president of FSA had not renewed their contract with the site" (whether the President in question was me or Fred or whoever), she had a legal obligation to take action to ensure that FSA renewed that contract. It's an ugly example of conflict of interest, and a violation of trust -- the root, after all, of "Trustee" -- that she not only failed to do so, but personally benefited from the situation by having Turtle Hill Events take over the event and all of its profits.

Free Spirit Beltane was a significant source of revenue for FSA, and its disappearance poses a threat to the viability of the organization over the next few years. But it's my hope that FSA will survive. We proved last year that FSG can be profitable even under these economic conditions, and if the current leadership takes that example to heart and builds on it, there's no reason why it can't be even more profitable this year.

I wish the leadership and this year's FSG staff luck. If I can assist the FSG staff in any way, please just ask.

But for the political side of FSA, consider me done for now. One can only bang one's head against the wall so many times. I've said my piece; I'm turning off comments here and won't be responding to them on Facebook.