The Line Counsel Crossed
Archons:
Consider four things that have been done to a member of this Fraternity this year. Read them first for what they are. Then read who did them.
No notice. No hearing. No chance to defend — before the suspension was announced.
And it outlasted the very finding that recommended no sanction at all.
A member tendered his Grand Tax — a cashier’s check, certified funds — to cure the inactivity he was charged with. The payment was sent back.
Returned by retained counsel, not by the Treasurer, not by a vote of the Board. The tender, in the record →The member invoked the grievance process — the one mechanism our own law provides for testing a decision like his — rather than go to court. He was told he had no right to use it.
The grievance door closed by retained counsel — the same office defending the treatment the grievance would have tested. The letter, in the record →The member — an elected Grand Sire Archon — wrote to the office handling his status. He was instructed that he “should not be communicating” with that office directly.
An elected officer of this Fraternity, told how and when he may speak, by retained counsel. The instruction, in the record →Twice, formal cease-and-desist demands were issued in the Fraternity’s name against a member for placing the documented record before the membership.
Signed and sent by retained counsel. How that counsel came to be retained →Now the question every one of those acts has been quietly raising. Who is the person who returned the dues, barred the grievance, instructed the elected officer how to write, and signed the demands? No member elected him. No Boulé seated him. He holds no office our Constitution defines. He was retained — engaged by contract, paid from the treasury, answerable to whoever holds that contract. He is, in plain terms, the Fraternity’s lawyer. A hired professional. And a hired professional has been deciding which members may be heard, whose payment is accepted, and how an elected officer of this body may speak to his own Fraternity.
That is the line. A lawyer is retained to advise — to counsel the officers the membership chose. He is not retained to govern them, and he is certainly not retained to govern the membership itself. The moment a hired hand begins to decide who among us may be heard, he has stopped advising and started ruling — and ruling is the one thing no contract with this Fraternity confers.
Two doors out — the cure and the appeal — and the same retained hand shut both.
Who chose him? No one the membership had a hand in.
Who can set his boundaries? The body that is his client — the Grand Boulé, which is its whole membership, not merely the few who hold his contract.
And whose interests, then, is he truly serving — the membership’s, or the administration’s that hired him?
And there is one more question the others lead to, because it admits of no comfortable answer. If a retained hand has been deciding these things on his own authority, then a vendor has been exercising a governing power this Fraternity never granted him. But if he has instead been carrying out instructions, then the membership is owed the plainest accounting of all: on whose authority does he act, and on what rule or provision does each decision rest? Name the vote that authorized returning a member’s certified funds. Name the provision that empowered barring a member from the grievance process. Name the order that placed an elected officer under instruction as to how and when he may address his own Fraternity. One of two things is true — either no one directed these acts, or someone did and cannot point to the document that permitted them. There is no third possibility, and both lead to the same place: authority asserted without a basis anyone will produce.
There is a way to answer the last one, and it does not require reading anyone’s mind. The agent’s own engagement letter says, in writing, whom he works for:
“when we represent a corporation or other entity, our client relationship is with the entity and not with its individual executives … directors, partners, … or other affiliates.”
— Terms of Engagement, outside counsel to the Fraternity. His duty runs to the Fraternity. The members are the Fraternity. His conduct runs against the members.
So even on the most generous reading — that he is faithfully serving the entity that pays him — the contradiction does not dissolve; it sharpens. An entity is its people. A hand retained to serve the whole cannot spend its days acting against the part, least of all against the one member the whole body elected to lead it. None of this requires a motive. It requires only that we notice what has been allowed to happen: that authority no member granted has been exercised over members who granted none of it, and that the man exercising it answers to a contract rather than to us.
In Dallas, the body can set the order right — the order our governance has always assumed. Officers, chosen by the membership, govern. Counsel, retained by contract, advises. The distinction held in this Fraternity for generations. It can hold again, the moment the body insists on it.
He returned the dues. He barred the grievance. He told an elected officer how to speak.
No member chose him. No member can be ruled by him.
Counsel advises. Counsel does not manage our processes.