How the Fraternity’s litigator came to be retained — first against one member, then over all of them — recited, and signed, in the Executive Committee’s own words.
One document settles two questions that have been asked of this administration for a year: on what authority was outside counsel retained to pursue a member, and was the conflict that displaced the Fraternity’s own General Counsel ever resolved — or simply relocated. The document is the Executive Committee’s own Resolution No. 2. It does not answer those questions in my words. It answers them in the Committee’s.
“the EC had tacitly agreed without a formal vote to approve Lloyd Jordan’s engagement.”
— Resolution No. 2, fourth recital. The engagement was made effective retroactively to April 28, 2025; the resolution ratifying it was passed on May 10, 2025 — twelve days after the representation had already begun.
“the Fraternity’s Acting General Counsel has a conflict of interest regarding this issue.”
— Resolution No. 2, second recital, stated as the reason new counsel was needed “regarding the removal of Loren Douglass from Grand Office.”
First — the representation began without the vote the Committee itself says was required. The resolution does not defend the engagement as authorized when it began. It concedes the opposite: that the Committee “had tacitly agreed without a formal vote,” and then moved, twelve days later, to “ratify, confirm, and affirm” what had already been underway — making the authorization retroactive to the date the work started. Authority was exercised first. The document was supplied after. This is the same sequence that appears elsewhere in this record: an action taken, and a paper produced once the action was questioned.
Second — the Committee admitted, in writing, that this matter requires a conflicted lawyer to step aside. The reason given for retaining new counsel at all was that the Fraternity’s own Acting General Counsel “has a conflict of interest regarding this issue.” That is the Committee’s own standard, applied by its own hand: the removal of a member is a matter from which a lawyer with a conflict must withdraw. The standard is not mine. The Committee wrote it down.
Note what the resolution does not do. The conflict it attributes to its own General Counsel is asserted in a single phrase — never explained, never tested, never substantiated anywhere on the face of the document. It is stated, and then used: the reason given to set aside the Fraternity’s own counsel and retain a litigator of the administration’s choosing. I do not ask you to accept my view of whether that conflict was real. I ask only that you hold the Committee to the standard it invoked — because applied honestly, that standard does not land where the resolution pointed it.
Apply their own rule, and watch where it falls. The Committee said a lawyer merely positioned to advise on the removal was too conflicted to remain. Yet the lawyer brought in to cure that conflict was retained for the express purpose of pursuing the removal — and was then made General Counsel over the entire Fraternity, now advising the Board on conflicts of interest itself, holding the member’s status, declining his cure, keeping his grievance door, and sitting among counsel of record in the suit against him.
The conflict the Committee invoked against its own counsel was thin enough to require a phrase. The one it has overlooked in the counsel who replaced him is written across four roles at once.
Set the two recitals beside the architecture they produced. The office brought in to cure one conflict has come to hold, over a single member, four functions at once:
A corporation would not permit this. No serious institution lets the lawyer who brings an action against a member also hold that member’s status, his cure, and his grievance door — those functions are kept apart precisely because one hand holding all of them cannot be neutral about any of them.
I draw no conclusion for you, and I attribute no motive to anyone. I place the Committee’s own words beside the structure they describe, and I let one question stand, unanswered by the document that raises it: if a conflict of interest required the first counsel to step aside, what does the same standard, applied honestly, require of the office that replaced him?
There is a final irony the resolution records, and it concerns hiring a lawyer — the very thing the document is about. Among the charges leveled against the member was that he had hired the General Counsel without Board approval. Set that charge beside how the same administration engaged the counsel it wanted, and the standard collapses.
The hire they prosecuted was the one with a search, a committee, and a judge on the panel. The hire they made was the one with none of it.
The contrast does not rest on my characterization; both halves are documented. The member’s engagement of the General Counsel followed a nationwide search, with a committee of attorney Archons drawn from all five regions and a sitting federal appellate judge on the selection panel — announced to the membership, endorsed in advance by the sitting Grand Sire Archon and the outgoing counsel, and complete but for a final Board sign-off interrupted by the cyberattack. Where prior Grand Sire Archons had simply named whom they wished, this one built a process. For that, he was charged. The administration’s own engagement of counsel had no search, no committee, and — by its own resolution — no formal vote at all.
And the office engaged that way now sits in judgment of process itself — advising the body that would weigh whether other engagements were proper, including the very hire the member is faulted for. An institution cannot hold a member to a standard of approval it openly declined to meet in the same act.
The same lawyer, the same two defects: an effective date that precedes the paperwork, and no vote of the Board on the face of either document.
The recitals fix what the engagement was for. Resolution No. 2 states the purpose in plain terms: the Fraternity needed “legal representation and advice regarding the removal of Loren Douglass from Grand Office.” That is the work for which counsel was retained, retroactive to April 28 — the pursuit of a single member.
Six weeks later, the same lawyer was installed as General Counsel of the entire Fraternity. A separate engagement letter, dated June 16, 2025 and addressed to the Grand Sire Archon, sets a flat fee of $5,000 per month for the General Counsel role and makes that appointment retroactive to June 1, 2025. The attached schedule of duties is institution-wide: advising the Grand Board and Executive Committee on “fiduciary duties, conflicts of interest, and governance policies,” serving on the Constitution & Bylaws Committee, overseeing compliance and litigation for the whole organization.
Read the two papers in sequence and the progression is unmistakable. The lawyer brought in to pursue the removal of one member — engaged for that purpose, in the Committee’s own words — became, within weeks, the lawyer who advises the Board on conflicts of interest, sits with the body that writes the Bylaws, and holds that member’s status, his cure, and his grievance door. The agent retained against a member was made the office over all of them. Both steps share the same two features this record keeps returning to: a retroactive effective date, and no formal vote of the Board recited anywhere on the face of either document.
Authority exercised without a vote is not authority.
It is a fact — awaiting the document that was never taken.