- Sir Knight
Fear Not: The Resolutions of the Special Conclave Can Be Considered by the Grand Encampment!
Despite what the Grand Encampment Jurisprudence Committee has attempted to construe, the resolutions proposed in the Call to Conclave are not out of order and the Grand Encampment has a Constitutional right to review them in assembly at the Special Conclave on March 12.
Any representative organization may convene a special meeting of its members (or shareholders) for any reason for which such meeting is timely and properly called. There is no limitation on this – where the requisite number of members opt that a special meeting is necessary, the meeting may be called in the manner and form set out in the organization’s governing documents.
In the case of the Grand Encampment, that is provided for in Section 4 of the Constitution, which reads:
“The Conclaves of the Grand Encampment are:
(a) Stated; which shall be held triennially at such times and places as it may order, provided that the Grand Master may change the time or place or both.
(b) Special; which may be called by the Grand Master at his discretion and on the written request of at least Nine Grand Commanderies, the Grand Master shall call such Conclave. No business shall be transacted at such Conclave save that specified by the Grand Master in his summons or set out in the request.”
It is clear that nine Grand Commanderies can call a Special Conclave. The only limitation is that the business is limited to what was “set out in the request.” This aligns with the Model Business and Corporations Act. See RMBCA §7.02(d). The reason is obvious: a self-governing organization may call business to the floor so long as sufficient notice is provided so that the members’ participation – as the supreme governing body – is ensured.
Thus the Special Meeting is in order.
As to the business to be discussed, it is the business set out in the request. Const. § 4(b). If the agenda is adopted by the assembly, with requisite notice provided, the agenda is adopted. The business specified by the “Grand Master in his summons” more properly applies to a Special Conclave called at the Grand Master’s discretion, otherwise the conjunction “and” would have been used and it wouldn’t be “his” summons: “No business shall be transacted at such [Special] Conclave save that specified by the Grand Master in [the] summons [and] set out in the request.” But it doesn’t say this. It says “No business shall be transacted at such Conclave save that specified by the Grand Master in his summons or set out in the request.”
Nonetheless, in no event can the Grand Master deny business adopted by a quorum of the Grand Encampment, to whom all plenary power of the Grand Encampment devolves: Nine Grand Commanderies who, in this instance, necessitated the call. Otherwise, there would be no purpose in providing for a Special Conclave – it would, in all intents and purposes, always be a discretionary Conclave at the Grand Master’s call. That defeats its own purpose. A Constitution is not constructed to give its provisions no purpose. In fact, the opposite is true: provisions are constructed to give purpose to the language, not obviate it.
Section 1 of the Constitution sets forth what the Grand Encampment is. “This body shall be designated and known as the ‘Grand Encampment of Knights Templar of the United States.’” The body is the collective of membership in Conclave assembled. Section 2 specifies the membership: the Grand Encampment consists of all Past Grand Commanders; the dais officers in the Grand Commanderies; the Grand Prelate of the Grand Encampment; all Knights Templars of foreign jurisdictions elected to honorary membership.
The Grand Encampment is the “supreme legislative, judicial and executive power and jurisdiction” over the Orders of Templary. That means what it says – from its decision, there is no appeal. See Const. § 3.
Among its powers, which are not limited, the power to “adopt such Statutes, Rules, and Regulations, not contrary or inconsistent with this Constitution, as it may consider necessary for the good of the Order“ is specified. Const. § 3(a). “It shall review the reports of its officers and the proceedings of Grand and Subordinate Commanderies and settle all controversies between Grand Commanderies.” Id. § (d) (emphasis added). There is no provision that it may only perform these functions at a Stated Conclave. The Conclaves of the Grand Encampment are Stated and Special. Const. § 4. There is no limitation on the deliberative assembly the Conclave comprises, aside from the business be noticed properly in the Special.
Further, Grand Masters’ decisions that comprise law under our Constitution affirm these facts.
Specifically, “Decisions, opinions and rulings made by the Grand Master are binding until overruled by the Grand Encampment. If approved by the Grand Encampment they become part of the law of the Grand Encampment.” Norris No. 35 (1940). There is no restriction such review of the Grand Master’s decisions and actions must be delayed until the Stated Conclave. Where nine or more Grand Commanderies warrant the business to be important enough to call a Special Conclave, that business is to be presented and discussed.
The current “opinion” of the Jurisprudence Committee being circulated about, stressing that the resolutions proposed in the Special Conclave as adopted by sixteen Grand Commanderies is somehow out of order, is a deliberate attempt to usurp the authority of the Grand Encampment and prevent your attendance at the Special Conclave. But such reading proposed by the majority of this committee (which was appointed exclusively by the Grand Master to support his aims) is clearly insensible. (Note that one member of the jurisprudence committee dissented. You may read the opinion of S.K. David Studley, Grand Commander of California, here. Note that S.K. Studley is a retired lawyer with a distinguished career in corporate law. Aside from Thom Tsirimiokis, there are no other lawyers on the Jurisprudence Committee.)
The Grand Encapment is its members in Conclave assembled. There are two Conclaves, Stated Conclaves and Special Conclaves. The limitation on the Stated Conclave is that it is held triennially. The sole limitation on the Special Conclave is the requirement that nine Grand Commanderies adopt the call and specify in the call the business that needs to be transacted.
If those limitations are met, then the Grand Encampment is convened in Conclave. As such it has all the plenary powers afforded it in its Conclave (the supreme legislative, executive, and judicial powers and the finality of decision from which “no appeal lies therefrom.” Const. § 3.)
As to whether this business will be entertained at the Special Conclave, the decision is again NOT the Grand Master’s. “Any member may appeal from a decision of the presiding Officer.” Const. § 7. Thus, if the Grand Master is presiding and refuses a motion which has been duly seconded, his decision is immediately appealable from the floor. This again shows that the plenary power is in the majority decision of a quorum of Knights Templar who are members of the Grand Encampment – not the Grand Master who merely serves as the representative of the Grand Encampment when it is not in Concalve assembled.
Clearly, at a meeting convened to specifically address ultra vires acts of the Grand Master, he should not be the presiding officer anyway. A disinterested party should preside. That, too, can be decided by the Sir Knights in Conclave assembled.
No matter what you think about the issues presented, a quorum of the Grand Encampment has deemed the items of business significant enough to adopt them. Do not allow additional ultra vires acts of this Grand Master to dissuade you from participating in the business that it is your right to consider.
The Grand Master does not think he can be removed from office by the Grand Encampment. He cites Section 20 (“[a]ll elective Officers shall hold office for the Triennial Period and until their successors are duly elected and installed”). But if he was convicted of a felony, he would be expelled and his office would cease. If he resigned, his office would be vacated. This provision that he serves for the Triennial and until his successor is installed cannot sensibly mandate the office is permanently attached to the Grand Master, or that a representative organization cannot remove an Officer for cause where significant damage is being done to the institution. Note the specific language in the Disciplinary Rules: “Offenses against Templary committed by members of the Order and cognizable under the law are those specified in this Code” which include “[t]he doing of any act or the neglect of any duty contrary to or in violation of the obligations or teachings of Templary which would tend to impair its usefulness or to degrade it in the estimation of good people.” Disciplinary Rules, 2(d). The Grand Master is not above the Constitution. In fact, as the representative of the Grand Encampment, he is sworn to uphold it! Any attempt to prevent the Special Conclave from duly considering the items on its agenda must be construed as a conflict of interest and further ultra vires acts by this Grand Master and his Jurisprudence Committee.
Consider, by way of example, that the Grand Master himself removed an elected officer without cause in direct contradiction to his own reading of section 20! He suggests the Grand Encampment cannot remove him for cause, but he can remove the Deputy Grand Master without cause. The hypocrisy is staggering. The bias, evidentiary.
Please note, the Grand Master can remove an officer for cause, and after adequate notice and a fair hearing. See Crofts, No. 4 (1970). The issue is not the ability to remove an officer for cause – the issue is the Grand Master arbitrarily removed an elected officer WITHOUT cause. This, along with other ultra vires acts and abuses of office, evidence cause for review of his actions.
Lastly, this is not the first time that a actions of a Grand Master have been subjected to review by the Grand Encampment. James Madison Allen, the third Grand Master of the Grand Encampment, was removed from his office in the middle of a Triennium for unknightly conduct while in office. While the facts are sparse, we do know that he was elected to be Grand Master for the third time in 1841. But he did not preside at the Stated Conclave in 1844. He must have been removed from office before the Triennial because a resolution was entered in his absence at the 1844 proceeding, by S.K. Storee of Connecticut, that mentioned he had been removed: “That the conduct of Sir James M. Allen, late an officer in this General Grand Encampment, in withholding funds which came into his hands in the discharge of the duties of his office, merits the censure of this General Grand Encampment; and that he be notified to pay over the amount in his hands before the next triennial meeting, or appear at that time and show cause why he should not be expelled.” (Emphasis added.)
Of course, it makes sense that an organization can remove its officers where they cease to act in the best interests of the organization, or violate their duties of loyalty and good faith. That is precisely why a Special Conclave is provided for in the Constitution, to protect the institution from abuses of office, and provide an avenue for immediate redress where nine or more Grand Commanderies are concerned enough to warrant the Call.