How about us Life Members File a Lien

Come on Life Members let's file a lien on the WRSC grounds just for 2 acres of land surrounding the THOF Building with Encrouchment Drive for access. I am Up For it to be done as soon as possible, we the members built it, we should own it. I believe we have a good argument in court if it came to that.

Gary Bryant Life Member.................................Dr.longshot

 

We will pay the State Of Illinois a fair Property Tax on the 2 acres and make some money for the State.

Gary Bryant.................................Dr.longshot

 

I'm in, but don't think you can put a lien on a State owned entity ... Have to check into that , but the ATA's home office might be fair game, unless being incorporated eliminates that ... Life Members should be considered owner's of something other than a certificate ... WPT ... (YAC) ...

 

We need to protect our interest in the fantastically over priced HOF building, we need to get it appraised to set the correct value for the Horse Barn/Stable

I bet the Appraisal of the HOF building will surprise everyone.

Gary Bryant.................................Dr.longshot

 

Why "file a lien on the WRSC grounds" ???? They did not do anything, other than let some waste their money.

If you go to a Casino and waste your lunch money ... are you going to "file a lien" because they let you ????

Some need to be removed from positions that allow them control of money ... a "lien" is not the way to get that accomplished.

 

A Reminder to All Life Members :

In the early days Life Members were owners of the Amateur Trapshooting Association.

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In 1955, because Life Members were not informed of a proposed change in the ATA By-Laws affecting them; and because our elected State & Provincial Delegates were somehow convinced by the Executive Committee of the need to amend the By-Laws to eliminate all rights and involvement in the decision making process by Life Members, those rights were transferred over to only the ATA Board of Directors.

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Life Members have no rights. Life Members own nothing. Life Membership only qualifies one for election to office.

Enjoy Our History !

 

Kenny,
Though the rights have been taken away from Life Members, that not to say that anyone cannot file a suit against the Association for just about any reason unless its prohibited by the Laws governing Corporations ... I have a very good friend who was a Corporate Council and Advisor for a Major well known Corp. for over 40 years who I plan on asking many questions about what can and cannot be done ... He is also a Life Member (45 plus years) and knows a lot of the former ATA BOD, and EC ... I questioned him about the Life Members having rights taken away and he said anything that has been done, can be undone if enough money and time is put forth on the effort to get it changed ... "IF" enough Life members would of questioned it at the time they would of been entitled to a vote no matter what the EC voted ... The biggest problem today would be getting enough people to commit to getting Life Members rights reinstated and of course the $$$ ... Steve always says nothing is set in stone unless its set in stone ... (Frikkin Lawyers) lol ... WPT ... (YAC) ...

 

I hear you wpt,

I don't share your above view. I believe it was the duty of the ATA Executive Committee to obtain approval from the Life Members for the by-laws change. Even though Life Members were guaranteed certain rights when they signed up which granted them a voice on all decisions regarding the buildings, property and equipment. They were considered part owners and there is plenty of documentation to prove that was the intent of the ATA leaders when they were attracting new Life Members. However, Life Members were left completely out of the process and most likely did not even know the ATA E.C. and Delegates were about to strip them of all rights. It was wrong for the ATA to take away something members paid for. The only way they should have lost their rights was only if they agreed to give them up.

Perhaps you are right that there is a basis for legal action. I would assume that only those in possession of the old Life Member Certificate stating those rights would be permitted in the claim. Remember, the ATA continued to provide those same certificates after they took those rights away in 1955 so I don't know if they could be included or not. I seem to recall that a new Life Member certificate without the right to vote on the ATA properties was offered some years ago.

My life membership certificate obtained in 2001 states that decisions the property and assets are vested with

a) the Executive Committee, acting with the written consent and approval of a majority of the Board of Directors, or
b) the Board of Directors at any regular or special meeting.

It would be an interesting test of the laws, that's for sure.

 

WPT is right that money can be thrown at anything, and sometimes you might prevail simply because of the mounting costs of defending an action. But, although it might have been the nice thing to do, the BOD had no duty to consult with the members regarding the changes in the requirement for the members to agree to sell property. It was expressly provided in the Certificate of Incorporation that all the voting members' rights conferred in the document were granted subject to the reservation that the corporation could change or repeal them at any time. The ATA used that clause in 1955 to do away with the requirement to have the voting members approve the sale of property etc.

Note that the members were never owners. They never had the power to sell any property. They never had power to buy any property. They never had a voice in "all" decisions regarding property, buildings etc. They simply had a right to affirm decisions of the BOD regarding the sale, leasing or other exchange of property and assets.

 

To add to that, despite how it sounds to most, trying to run an organization subject to that member approval is really a hindrance. Nobody even knows how many life members there are, not even today. It would always be subject to challenge on the grounds that you couldn't determine what number was a majority. How would you ensure only actual qualified members voted? Require notarized signatures? You going to require certified copies of death certificates be on file? How much would it cost you to try to take on this feat? It would be a "feel good" provision that in reality hinders operations.

I'm just trying to point out that Vic Reinders & Maynard Henry were not really out to screw everyone, they were just trying to run an organization.

 

When I bought my life membership in 1976 it stated on the certificate that I was given when I paid my $75 that I was an owner, so by anyone's measure I was bilked by a fraudulent certificate that all the EC and BOD of directors knew were false. That is fraud, interstate mail fraud if you lived outside of Ohio, possible collusion, should I go on, and on. . Brad

 

My Life Certificate from 1999 states in the event of liquidation I get paid.

 

Yes, it is a different subject than the rules governing how the ATA was operated, but the ATA's process over producing those Life Member Certificates could at best be described as inept. I know there were several versions over the years, but I never saw one that said "owner". It didn't say it in the older one HB posted above, and it didn't say it in the mid-nineties versions. Doesn't mean there aren't any, just never heard of any until Brad's post. I be surprised if they really said that, but again, they had poor control over what was printed on them.

I don't think you will find the certificate wording controlling when in conflict with the articles of incorporation or bylaws, but there certainly could be an issue raised regarding the $75 paid for a misleading certificate.

Also, yes, they did say life members would share in liquidation proceeds. There are issues there with conflicting tax laws but its more complicated. Regardless, there hasn't been a liquidation of the old ATA corporation, and the new one certainly has no such provision.

 

Wonder if IL would resort to some kind of Eminent Domain thingy?

 

Eminent domain of what? They already own and control the facility.

 

It is looking like it would be easier to form a new shooting organization. Trying to fix this one seems to be a lost cause. If Ohio and Penn. dropped out of shooting ATA registered targets, it would certainly get the attention of some people would it not? It is a shame, but the ATA is following in the foot steps of our federal government. The hell with the people and hail to the grand POOPAS.

How much would it cost to get a new organization operational? Roger Coveleskie

 

I shoot in 2 leagues. One has 150 shooters and another 230 shooters. Very few of them shoot registered targets now. Why should they?

Those are 2 organizations. The ATA is suffocating itself. Choked by corruption and apathy. Our organizations are running great. How are things in Sparta?

 

Bat,

As I stated, there is plenty of evidence that the Life Members were considered by the A.T.A. Officers, Directors and the entire Membership, to be owners of the property, buildings, equipment and even cash, shells and targets.

I have not idea if any of this was included in the incorporation documents and I would suspect that it was not. I don't even know if amendments to the by-laws were filed or made available since I've never seen them.

All I have to go on are official A.T.A. minutes (E.C. & BOD) and financial reports, backed up by articles appearing in Sportsmen's Review, including one by A.T.A. Statistician Jimmy Robinson stating that Life Members would be issued a "stock certificate." There was even talk about how their investment was worth double the cost of their $25 Life Membership payment.

The right of ownership for Life Members was, in fact, acknowledged from about 1923 thru the 1930's and most likely up until the time that the notable lawyer Maynard Henry became A.T.A. president in 1955.

The 1946 A. T. A. Rulebook confirmed ownership of the organization by the Life Members, although admittedly, the statement was not clearly written and could easily be misconstrued.

​

Knowing all this, I can't help but feel that the Life Members were cheated. Unless, that is, there is an official account somewhere, stating that Life Members were consulted and each agreed to give up their ownership. And why would anyone give up a valuable Life Membership when they were permitted to sell it to another member (the only way to obtain a life membership after the limit of 2,000 total was reached) ?

Perhaps my next post on "History Buffs" should be the history of A.T.A. Life Memberships.

Enjoy Our History !

 

HB,

I understand that most, including many of the board members "considered" themselves as owners. The term "owner" can mean different things to different people, so fine, call them owners if you want. I'm sure there are numerous mentions by board members using the term "owners" over the years, I don't doubt that at all. But I'm afraid that most, using that term here, mistakenly feel that it implies more than it does in reality.

I'm only speaking from a legal standpoint, I'm not getting into what many might consider as being an owner in their own minds. The ATA was incorporated as a non-stock corporation, there are no shares of stock to issue, there are no owners. It was expressly controlled by a Board of Directors. Members never had any vote over actions of the organization, other than the right to approve a sale of assets authorized by the board, and to elect the board members. I think you will find that most certificates issued stated that they were not transferable, which makes sense for "life" memberships.

Life members could not be issued "stock certificates" (at least in a legal sense) in a corporation having no capital stock to issue, despite what Jimmy Robinson or board members may have written. Life members could not bind the corporation to buy, sell or take any other action. In other words, life members had no control over corporate activities, could not force redemption of any shares of ownership from the corporation, etc. etc., etc. Life owners had no ownership of corporate assets, none at all. Many get confused with the liquidation proceeds issue here. Despite what many think, this does not mean the life members had any right to ownership in the corporations assets. It would have required a complete liquidation of the corporation, as in cease to exist, before anything could even possibly be subject to this provision. That never happened.

I disagree entirely with your reading of passage above: " The 1946 A. T. A. Rulebook confirmed ownership of the organization by the Life Members, although admittedly, the statement was not clearly written and could easily be misconstrued." It says nothing at all about members owning anything other than the " most satisfactory form of membership" ... possessing "many features of merit." It goes on to say you are a member "of the organization which owns the Permanent Home," which was true. Note that it doesn't say you own a piece of the Home, just that you are a "member" of the organization that owns the home.

I think research into the certificates would be interesting. I believe there was something different about the initial members that actually funded the purchase of the Vandalia grounds; and their interest in the property was satisfied in the early years. In the end, I think you will find that there was a very unfortunate disconnect between the real legal documents and applicable corporate statutes, and the guy in charge of having those certificates printed over the years.

 

HB,

Please accept my apologies if my post seemed confrontational. It was not the intention. There is also a typo in my post referring to "life owners" that should be "members" but the site won't allow corrections if you don't notice the error for awhile.

You do a great job of finding all this neat stuff, I'm just trying to explain what some of these things really mean, or don't mean, as opposed to what many on this site seem to think.

 

I understand what Bat is saying and that is part of the problem with the ATA dealing with the State of Illinois with all of the plays on words, what they are saying as opposed to what the ATA is hearing ... I also think the research into the" Life Certificates" would be interesting and a good read ... I also feel there was a lot of "Integrity and Honor" that existed before it became a big business with a lot of cash in the bank and invested ($13 million plus) which more or less created a Cash Cow for many to take advantage of ... WPT ... (YAC) ...

 

Well Bat ... it would be fun to run it through the legal system, taking the stand that many purchased something "with a very good reason to believe" what they were buying had a "literal" meaning.

As the world evolves, documents get longer and more precise, to stop the courts from being more overwhelmed than they are now from things like these.

At the very least, it should be easy to prove the "ATA" was negligent in making an effort to "sell" a "clearly understood membership", by not updating the "membership document".

It could be looked at, very easily, that the needed correction to the document was not made as an effort to keep "Life Membership" sales at a higher level. Yearly memberships, as they are and were sold, fit most shooters better as they come and go.

Good luck with the "this doesn't mean what you think it means" defense.

 

Bat, No apology necessary.

I truly appreciate those who take time to express their viewpoints even when I may see things differently.

From what I've read, I think I can accept your premise that ownership of ATA property by Life Members was possibly never expressed in the incorporation papers and original by-laws. I draw this view because I recall reading the title of the ATA's assets (property, clubhouse, traps, etc.) were in the Associations name in 1929 but a proposed plan was in progress to include Life Members as owners and in case of dissolution, they would share in the sale. However, after 1929, there informational statements that suggest that the proposal may have been carried out.

I'll also accept your expertise in the law as I have very little knowledge of the legal requirements of incorporating and the construction and amending of an association's constitution and by-laws.

It was truly a shame that those purchasing Life Memberships, were doing so on the belief that they were owners while the ATA leadership knew it was really only a veiled promise based on what I believe were actually good intentions. Unfortunately that promise may not have been legally fulfilled though Life Members believed it was, but I'm still not certain of this.

One thing that cannot be denied is that it was the intention of the organization that anyone purchasing (owning) a Life Membership would be an owner of all the ATA's assets.

Another steadfast reasoning I hold that the grant of ownership for Life Members may have eventually been fulfilled as promised, is due to the 1954 proposal by the ATA E. C. whereas they felt required to amend the Charter and by-laws "to allow disposition, encumbrance or lease of ATA property by either the Directors or the Executive Committee with the consent of a majority of Directors, as opposed to the previous rule which would require approval of approximately 7,500 individual members."

Again I thank you Bat for your comments which provide additional information to help us better understand (hopefully) the issue.

Here's a financial report for those interested.

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Enjoy Our History !

 

Wouldn't it be easier to look at the documents and all, when the changes were made to the lifetime member agreement. See if how it was changed, in the bylaws, if it was allowed by the bylaws and so forth. Then the stuff from before becomes irrelevant?

 

User 1, again you seem to misunderstand the posts. I full well agree that life members could have a cause for some contractual issues with the certificates not being what they thought they were. That is certainly an issue that someone could have raised years ago, likely too late now, but who knows. Give it a shot, get your $75 back. That doesn't change the facts of what the governing documents of the ATA or applicable non-profit corporation statutes mandate about the rights and powers of life members.

HB, your quote of the 1954 language is what was finally adopted by the board. All that says is that the board will no longer have to obtain the approval of the members before selling property. There is nothing there that has anything to do with ownership that I can imagine. I understand that you are reading many articles and summaries of meetings where directors etc were saying members owned something, (especially when they were really interested in selling the memberships back in the earliest days). But none of that means anything legally when it contradicts the statutes and the governing documents.

They, just like many today, likely were equating the clause that said ATA assets would be paid out to life members upon liquidation, with ownership. It does nothing of the kind in reality. All it means is if there were assets left when the organization liquidated, the life members would split it up. If that means ownership to someone, that's his problem. There is a big difference between having an ownership interest and a right to receipt of liquidation proceeds. Especially when you are dealing with a non-profit corporation, where state law may prohibit assets from being distributed to members in liquidation, as is currently the case.

If people want to consider themselves owners because they have a right to proceeds upon liquidation, fine by me. Not me though. If I can't vote on any decisions other than for my representative to the board, can't request a cash-out of my interest when I feel like it, don't have any management input at all, I don't personally consider that ownership. That is how non-profits have to be designed. I have yet to see any governing documents that indicate any powers given to life members over anything other than the ability to run for office (still applicable), at one time (rescinded in 1955) to approve the Boards decision to sell property, and at one time to receive any remaining proceeds from liquidation (I'm not sure when this disappeared). Its been many years since 1924 and there hasn't been any liquidation yet, so I don't see how this clause meant much as far as ownership to members back in the 40's and 50's.

Posters can talk about integrity etc as much as they like, but when push comes to shove, the directors are required to operate the organization in accordance with the governing documents and state law, not what is printed on some certificate, and not what they think is the way something should be done if it conflicts with the governing documents.

 

Duff,

The problem is in 1955, the board amended the Certificate of Incorporation to basically remove a provision that had required the board to receive approval of voting members before selling property. But, for many years thereafter, the life member certificates continued to state they were subject to the bylaws, and then went on to continue to include wording from the now repealed section of the document. That is what is causing much of the misunderstanding for many.

Note that since inception, all rights granted to members were specifically subject to a reservation that they could be changed, repealed etc by the board at any time in accordance with existing laws .

 

Come on Bat .... "get your $75 back" .... really ?????

When you post "silly" things like that .... are you making an attempt at humor ?????

 

What do you think your damages are for what is likely scriveners error?

 

Here we go .... "likely scriveners" .... when you use "likely", it makes you sound "unsure".

Are you asking about a monetary value for "damages" ?????

 

HB you stated "One thing that cannot be denied is that it was the intention of the organization that anyone purchasing (owning) a Life Membership would be an owner of all the ATA's assets."

Well, the first problem with that statement is that when it came time to actually form the organization they did not provide for that intention in the organizing documents in any way other than possibly providing for a right to liquidation proceeds, and I'm not even sure where that first appeared. Second, they went and formed a non-stock corporation. What matters is what they put in writing in the articles of incorporation and the bylaws.

Here is my question, can you be absolutely certain that when they spoke of "ownership" they weren't referring to a right to the remaining assets if they liquidate the corporation? Honestly, that makes total sense to me, I can see them thinking that, just like many today take that liquidation provision. Otherwise, they weren't very competent.

Also, keep in mind there was something else involved with those first voting members that paid for the Vandalia property where they did have some special interest in the property since they coughed up the front money. This may enter into some of the narratives you find from the early days. This was discussed in the minutes about 10 years ago I think. I believe they relinquished this right themselves once it was apparent that the new homegrounds were established. That's what I recall at least.

You have access to a lot of info, lets see if the ATA ever gave any other rights to life members than I have mentioned in an organizing document (the life certificates are not such). If it didn't happen in the legal documents that control the organization, it is a moot point as far as ever trying to enforce some perceived right of ownership. Actually, I don't think the life certificates ever said anything other than what I have stated here either, for what that's worth.

 

User, I say "likely" simply because I'm not in a position to make a determination on it. Based on my understanding of what happened, I think that's the likely outcome.

I ask about your damages because you seem to imply some cause of action, but you don't clarify what you are talking about. Exactly what text on those certificates is causing the issue you are worried about? Is it the old, outdated text that continued to be printed even though it directly contradicted the new 1955 amended Certificate of Incorporation?

Is it the liquidation proceeds issue referring to a contingent payoff that has never been triggered?

That's about all the certificates ever mentioned over the years.

 

What am I "worried about?" ... I do not think "worry" would apply.

"I say "likely" simply because I'm not in a position to make a determination on it." ... many of your posts suggest you make many "determinations", that you may not be " in a position to make a determination on it."

You could put some clarity on your "determinations", if you would disclose all prior involvement you may have had in any "ATA" leadership positions.

 

Please give me some examples of where I made many "determinations" in this thread where I may not have been in a position to make a determination on it. That would be helpful.

 

Really Bat .... Please answer this, and we can carry on in a much better way.

Would you disclose all prior involvement you may have had in any "ATA" leadership positions ????

This will help me answer your question.

 

Where have I made any "determinations" that would have required me to have an ATA leadership position? And why would that be necessary for you to point out where I made any so called determinations? We are talking about items occurring many decades ago here, so I don't follow you.

 

Bat,

You have to be extra careful in the words you choose to use here. Most take the most narrow definition they can think of, and run with it.

 

You may not "follow" me .... but it is obvious you have a reason to not answer me.

 

HB,

Maybe this will help somewhat. Realize that even in todays world, if you are say a 20% owner in a corporation, you do not own any of the assets of the corporation. Do we differ on this?

 

User, really I don't have any reason not to answer you other than it has nothing to do with the topic discussed here. I was not involved in the incorporation of the ATA in 1924, and wasn't on the 1955 board that amended the certificate of incorporation. I'll let you know if I take any leadership position before I make any comments pertaining to same.

 

If you "don't have any reason not to answer" ... then answer. I gave a reason for the question.

 

I thought I just answered you.

 

Your funny ....

Have you had, have, or may have any "ATA" leadership positions, of any kind, in the past, or the present, or maybe in the future ?????? You can answer with yes or no to make it easy for me.

 

Bat,

You have to unequivocally say, "I have, or have not, had any leadership role in the ATA" which ever one is true.