Date: Sat, 21 Jul 2001 08:46:30 EDT From: Gofreemind@aol.com Subject: American Atheists - Ellen Johnson's Coup To: Gofreemind@aol.com
--part1_102.623b11d.288ad3a6_boundary Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Content-Language: en
AMERICAN ATHEISTS - ELLEN JOHNSON'S COUP
By Howard Thompson Atheist Activist [[ This article is part of a series that informs non-theists about issue s=20 which affect them. Such articles are mailed a few times a year. To remove=20 from this list, send "remove" e-mail to gofreemind@aol.com. ]] - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Can atheists be honest and trustworthy? Atheists think so, but many=20 others doubt it. That makes the following story difficult for atheists. It =20 is the kind of story we're used to reading about religious leaders, but this =20 story is about atheist leaders that many atheists want to trust. =20 Madalyn O'Hair, her son Jon Murray and grand daughter Robin Murray=20 vanished September 29, 1995 after a mysterious month in San Antonio, Texas.=20 =20 They left behind several atheist corporation that took in over a million=20 dollars annually. The media told us the unfolding celebrity murder story of =20 chopped up bodies buried in barrels, but not what happened to the O'Hair=20 corporations. Few know that within weeks of the disappearance, current=20 American Atheists President Ellen Johnson and her allies kicked the O'Hairs=20 out as corporate officers and took control of their corporations.
During that mysterious September in San Antonio, Ellen Johnson and other =20 atheist officials talked by phone with the O'Hair family. After they=20 vanished, atheist officials said the O'Hairs had an emergency, there was no=20 money missing, no evidence of foul play and that they were coming back. We=20 now know money was missing, there was evidence of foul play to be found, and =20 that the O'Hairs were never coming back.
Surely, you go to great efforts to find a beloved leader who vanishes=20 with $600,000+ of corporate funds. Johnson could have hired a private=20 investigator, filed theft reports, filed missing person reports, told police =20 about disturbing phone calls with the O'Hairs, or cooperated with the police =20 after Madalyn's oldest son filed a missing person report a year later. And, =20 if you really want to find your beloved leader, you give police phone and=20 credit card records to help their search. Wha Johnson did do in October wa s=20 go though papers at the O'Hair house and Atheist center in Austin, and, made =20 "dozens and dozens" of phone calls trying to find them. =20
The feeble effort to find the O'Hairs contrasts sharply with how quickly =20 their corporations were taken over. Despite public statements about the=20 O'Hairs returning, Johnson's coup began just days after the O'Hairs vanished .=20 Within a few weeks, the O'Hairs were removed as officers and directors of=20 their corporations. Johnson became the new President of those corporations=20 with her supporters filling other offices and directorships. Available=20 evidence indicates Johnson and her allies acted not only quickly, but with=20 questionable legality. =20 We can begin to unravel this story with some necessary legal details and =20 history.
AMERICAN ATHEISTS BACKGROUND
A corporation is created under state law with Articles of Incorporation=20 and by-laws. A corporation which violates its Articles of Incorporation or=20 by-laws is operating illegally. Under Madalyn's leadership, the O'Hairs had =20 seven or more non-profit atheist corporations. They maintained total contro l=20 through their Articles of Incorporation and by-laws. The main corporation=20 was American Atheists, Inc., established in May 1987 as a Texas non-profit=20 corporation.
The AA Articles of Incorporation established a controlling board of=20 five directors. This board had all power in an undemocratic organization=20 where members could not vote for leaders. "Article Five. The business and=20 prudential affairs of this Corporation shall be managed and controlled by a=20 board of five directors. The persons who have been selected as the Board of =20 Directors at the time of the initiation of this Corporation are the five=20 incorporating members." ** The five member board of directors had all power and authority withi n=20 AA. ** As incorporators, the three O'Hairs were directors.
The AA by-laws gave the O'Hairs power for life. "Article II. Board of =20 Directors. Section 2. Number, Tenure, and Qualifications. The number of=20 Directors of the corporation shall be five. The Murray-O'Hair founding=20 family, consisting of Jon G. Murray, Robin Murray-O'Hair, and Madalyn O'Hair ,=20 shall hold life tenure as board members. Only the death of the founders=20 shall terminate their board tenure." ** The limit of five members on the AA board of directors is again=20 stated. ** The three O'Hairs were "life" directors until their deaths. ** The two other directors were elected by the board and served three=20 year terms.
AA by-laws also describe "consulting directors" who had no power. =20 "Article II. Section 3. Consulting Directors. At the discretion of the=20 Board of Directors, not more than five additional non-voting consulting=20 directors may be appointed to the Board." AA also appointed "state=20 directors", who might attend board meetings, but who also had no vote.
The five members of the AA board of directors at the time the O'Hairs=20 disappeared were the three "life tenure" O'Hairs, plus Arnold Via and Henry=20 Schmuck, who were reported as directors by AA President Jon Murray to the=20 Texas Secretary of State during October 1994.
QUORUM REQUIRED FOR LEGAL BUSINESS.
AA by-laws, "Article II. Section 8. Quorum. A majority of the number =20 of Directors fixed by Section 2 of this Article II shall constitute a quorum =20 for the transaction of business at any meeting of the Board of Directors, bu t=20 if less than such majority is present at a meeting, a majority of the=20 Directors present may adjourn the meeting from time to time without further=20 notice." ** A quorum for legal board business was at least three of the five=20 directors. ** Less than a quorum of three directors could only adjourn a meeting. ** Since they had no vote, consulting and state directors would not=20 count for a quorum. ** Without the three O'Hairs, there could e no quorum of directors for =20 board business.
AMERICAN ATHEISTS OFFICERS
AA by-laws, "Article III Officers. Section 1. Number. ... The=20 officers holding life terms are President Jon G. Murray, Secretary Robin=20 Murray-O'Hair, and Treasurer, Madalyn O'Hair. Their terms of office shall b e=20 terminated only by death." "Section 3. Removal. Any officer or agent=20 elected or appointed by the Board of Directors, other than the founding=20 officers, may be removed by the Board of Directors." ** The three "life term" O'Hairs could not be removed from office. ** The by-laws also established a Vice President.
VICE PRESIDENT'S POWERS.
The AA by-laws, "Article III, Section 6. "In the absence of the=20 President or in the event of his death, inability, or refusal to act, the=20 Vice-President ... shall perform the duties of the President." ** The AA Vice President could act to continue AA after the O'Hairs=20 disappeared.
The officers of AA at the time the O'Hairs disappeared wre the three=20 O'Hairs as "life term" officers and Arnold Via as Vice President.
THE O'HAIR'S SPECIAL POWERS
The AA by-laws gave the O'Hair's special powers because they were both=20 officers and directors of AA. "Article II. Board of Directors, Section 1.=20 =20 General Powers. When three or more of the Executive Officers are also=20 members of the Board of Directors, i.e., a majority thereof, the Executive=20 Officers in unanimous agreement shall have all the rights, powers, and dutie s=20 of the Board of Directors and may act for and in behalf of the Board of=20 Directors." ** The three O'Hairs had all powers to run AA without board approval or =20 meetings.
ARNOLD VIA.
Arnold Via is a long time supporter of Madalyn O'Hair from the early=20 1960s. Over the years, Via has served as officer and director of various=20 O'Hair atheist corporations. Via is a staunch supporter and defender of=20 Madalyn O'Hair. No other person sustained such a long association with her. =20 Clearly, what Via has to say about Ellen Johnson taking control of American=20 Atheists is important information for atheists. Via has publically=20 challenged Johnson's seizure of AA.
The three O'Hair's visited Via at his Virginia home August 11, 1995, a=20 few weeks before their kidnaping in Austin, Texas. During this visit, Via=20 describes discussing future AA actions with the three O'Hairs. This meeting =20 of four AA officers and directors was effectively an AA board meeting that=20 made whatever important decisions were to be made at the second bi-annual AA =20 board meeting of 1995, scheduled during the AA Pope picket in New York Augus t=20 4-8. Bi-annual AA board meetings attended by consulting and state directors =20 were apparently powerless shows Madalyn staged to give her more generous=20 financial supporters the impression that they were important.
UNDERSTANDING THE O'HAIRS' DISAPPEARANCE =20
On August 28, 1995, those coming to work at the Austin atheist center=20 found a note from the O'Hairs on the door. The note said the office was=20 closed, the O'Hairs were out of town on an emergency, but they would be back .=20 =20
Within days, AA officials were talking to the O'Hairs through Jon=20 Murray's cell phone while the O'Hairs were in San Antonio. News reports=20 mention dozens of calls. Then Jon Murray's phone quit working after=20 September 29th..
Madalyn O'Hair did not call Phil Donohue's TV show as expected on Octobe r=20 2nd. The O'Hairs were not in New York for he AA Pope picket October 4-8 an d=20 missed the bi-annual AA board meeting. The O'Hairs had disappeared.
Ellen Johnson gives the story a different slant in her July 1996=20 statement. "After a few days, several board members noticed that no one in=20 the General Headquarters was answering phone calls, returning messages, or=20 even responding to e-mail or FAXes. It soon became apparent that the=20 Murray-O'Hairs were not at the GHQ and had not given advanced notice of thei r=20 departure to the employees or the board of directors."
Johnson's statement is curious in several respects. First, Madalyn=20 O'Hair ruled American Atheists with an iron hand. As both AA officers and=20 directors, the O'Hairs had all power in AA. They were not required to give =20 the AA board notice of nor explanation for any of their actions. Second,=20 there was notice of the O'Hair's departure in the note on the door of the=20 atheist center.
Johnson also said, "Bank accounts for the organization were left=20 untouched, with moneys intact." Johnson later admitted she knew money was=20 missing, but said otherwise in public while she was hoping to find out what=20 happened to the O'Hairs.
"The board of directors has elected me president," Johnson said. "I hav e=20 been a member for seventeen years, a former chapter director for at least te n=20 years, and I have been on the board of directors for ten years." However,=20 the O'Hair's were not then legally dead, so they could not be removed as=20 "life" officers and directors. Johnson was at best an AA non-voting=20 "consulting" or "state" director, so she had no real power on the AA board.=20 =20 There could be no board quorum for legal business with the three O'Hairs=20 absent. And, Vice President Arnold Via, not anyone else, was authorized to=20 act for the missing President Jon Murray.
HOW DID ELLEN JOHNSON TAKE CONTROL OF AA?
"At the New York pope picket, members of the Board huddled to discuss th e=20 disappearance. It was agreed that Ellen Johnson would act as President Pro=20 Tem for the organization, and within her abilities attempt to ascertain what =20 was happening. Several weeks later, the Board of Directors of the various=20 Atheist corporations, with the assistance of Craig Etter, Legal Counsel, met .=20 Positions which had been left vacated by the absence of the members of the=20 Murray O'Hair family were filled by election in keeping with the various=20 Articles of Incorporation. Ellen Johnson wasnamed President of American=20 Atheists." [Statement of Ellen Johnson, March 30, 2001.]
The first thing to note is the AA by-laws and Articles of Incorporations =20 make no provision for a "President Pro Tem". Second, Vice President Arnold=20 Via's authority to act for the missing President Jon Murray is again ignored .=20 Third, there could be no quorum for a legal AA board meeting with the=20 O'Hairs absent. Fourth, there is no mention of how the O'Hairs were replace d=20 as officers and directors who served for "life".
The AA Articles of Incorporation and by-laws allow few ways for AA to=20 continue after the O'Hairs vanished. First, the Vice President Arnold Via=20 could act for the missing President John Murray until other legal actions=20 were taken. Second, Arnold Via and Henry Schmuck, the two remaining=20 directors with votes, could get a Texas judge to approve actions to continue =20 AA. Third, the missing O'Hairs could have been declared legally dead so the y=20 could be replaced. Apparently, none of these things happened.
What did happen was Arnold Via's public challenge of Ellen Johnson takin g=20 control of AA. Via says Henry Schmuck supports the actions of Ellen Johnson .=20 One of only two remaining directors, however, is not a majority of the=20 remaining board, even if Schmuck did try to authorize Johnson's actions. =20 And, Schmuck was not the AA Vice President authorized to act in the=20 President's absence. Based on available evidence, there appear to be=20 significant legal difficulties with the way Johnson became President of=20 American Atheists.
ELLEN JOHNSON'S POPE PICKET "BOARD HUDDLE"
In my phone call with Arnold Via, he described a letter from someone who =20 attended the Pope picket in New York. It said that on October 5, 1995, Elle n=20 Johnson went to individuals and small groups staying at the hotel for the=20 Pope picket. She asked them to vote for her -- as "President Pro Tem"=20 according to her statement. So, there was no actual oard meeting, and ther e=20 could be no valid board meeting with the O'Hairs absent.
Johnson describes a meeting with an attorney and other "directors" a few =20 weeks after October 5, 1995. This resulted in the filling of "Positions=20 which had been left vacated by the absence of the members of the Murray=20 O'Hair family." This does not conform with the AA by-laws. Johnson=20 describes no actions which could legally replace the O'Hairs that were withi n=20 her authority, the authority of the AA Articles of Incorporation and by-laws ,=20 the authority of a legal AA board of directors meeting, or authorized by=20 Texas courts.
How could Johnson legally have become President of American Atheists and =20 the other O'Hair corporations?
WHAT ELLEN JOHNSON DID AND DID NOT DO
"A month after Madalyn was really gone, Ellen Johnson was still saying=20 she's away on a business trip and everything's great." [From San Antonio=20 Express-News reporter John MacCormack's 11/06/1999 speech at te 1999 Freedo m=20 From Religion Foundation annual covention in San Antonio. Reprinted in=20 Freethought Today, December 1999.]
"I was the one who kept saying, =E2=80=98They'll be back! Why wouldn't t hey be=20 back? Of course they'll be back!'" [August, 16, 1999 Washington Post, quotin g=20 Ellen Johnson.]
If Johnson really thought the O'Hairs were coming back, why did she get=20 herself elected "President Pro Tem" within days of the last phone call, go=20 through the O"Hair's papers in Austin, and then quickly kick them out of=20 office and replace them? It is difficult to imagine Madalyn's followers=20 risking her infamous wrath by going through her corporate and private papers =20 and kicking her out when she was supposedly coming back. Yet, within weeks=20 of the last contact, Johnson and her allies acted like Madalyn O'Hair would=20 not come back to punish them for taking over her corporations.
Years later, Johnson testified in court about her disturbing phone calls =20 with the O'Hairs late in that September they disappeared. "Ellen Johnson,=20 the new President of American Atheists, testified that =E2=80=98something wa s=20 terribly wrong' during her final telephone contacts with the O'Hairs. =20 Describing a conversation with Robin Murray O'Hair, Johnson said: =E2=80=98I =20 don't know what she was thinking. She was totally distraught. She wasn't=20 responding. I was so upset, something was terribly wrong.' Johnson added=20 that on one occasion when she called Jon Murray's ellular phone, a man=20 answered whose voice she did not recognize." [06/02/2000, Gary Karr trial=20 report, American Atheists website.]
If Johnson was this worried about the O'Hairs, why didn't she notify=20 authorities? Remember, Johnson never hired an investigator, never filed a=20 missing persons report, never filed a theft report, and did not give Austin=20 police the O'Hair's credit card and phone records which would help=20 investigators. This gives the appearance that Johnson and her allies id no t=20 want official investigations into the O'Hairs' disappearance.
POSSIBLE EXPLANATIONS
Ellen Johnson may have thought the O'Hairs had gone into hiding, as they =20 had talked about. The missing funds would certainly hint at it. The failur e=20 to notify or help police would thus protect the O'Hairs and the reputation o f=20 AA. This would explain the feeble attempts to find the O'Hairs and the lack =20 of actions to initiate official investigations. While plausible in some=20 ways, this explanation does not fit with Johnson's description of a "totally =20 distraught" Robin Murray and that "something was terribly wrong." There was =20 also evidence that the O'Hairs left Austin in an unplanned, hurried fashion, =20 leaving Madalyn's essential medications behind.
The O'Hairs could have told Johnson to take control until they returned. =20 This would account for Johnson quickly assuming control, though removing the =20 O'Hairs from office goes too far. I can find no record that Johnson ever=20 claimed the O'Hairs asked her to take over. If the O'Hairs had asked,=20 Johnson surely would have said so as the best justification for her actions.
What if Ellen Johnson suspected or knew the O'Hairs were dead? There=20 was the evidence of a hurried departure. Strange men were answering Jon=20 Murray's phone. Robin Murray was "totally distraught". "Something was=20 terribly wrong." Could Johnson have prevented the O'Hairs' murders if she=20 had immediately reported these disturbing circumstances? Whatever Johnson=20 knew or suspected, she did little to find the O'Hairs were feeble and quickl y=20 took over their corporations as if the O'Hairs were not coming back.
Ellen Johnson may have taken the necessary legal steps to assume control =20 of O'Hair corporations, but not have made them public due to embarrassing=20 circumstances. For example, there were persistent stories that Madalyn=20 O'Hair skimmed millions of dollars of atheist donations into secret accounts =20 -- such as Madalyn's 1980 diary mention of gold coins in a Swiss account. I t=20 would avoid embarrassment if possible O'Hair thefts were kept secret. To my =20 knowledge, however, Johnson has never described the legal circumstances and=20 actions that would seem necessary for her seizure of power.
Another possibility is that the O'Hair's life terms in office might be=20 illegal. If so, it would be possible to replace the O'Hairs, though the=20 other previously mentioned constraints should still apply. If the "life"=20 status of the O'Hairs was illegal, then the lack of contact with the O'Hairs =20 and their absence at the bi-annual AA board meeting would look like a rare=20 opportunity to take control away from the O'Hairs. If this speculation is=20 approximately accurate, Johnson and her allies must have already been hoping =20 to remove the O'Hairs to have acted so quickly. This would account for the=20 feeble efforts to find the O'Hairs and the lack of actions to initiate=20 official investigations.
HOW BIG IS THE PROBLEM?
Annually, more than a million dollars has flowed through O'Hair=20 corporations. One would think that illegally seizing control of such assets =20 would be a crime -- a huge potential public embarrassment for atheism. The=20 problem doesn't end with legalities. Based on available evidence, American=20 Atheists is apparently run by people who are either too uninformed, foolish, =20 or unethical to be trusted with atheism's most visible and best funded publi c=20 presence.
The officers and directors of the O'Hair corporations should address=20 these questions fully to remove suspicions. I have presented a version of=20 these issues to some American Atheists officials. One said he showed them t o=20 Ellen Johnson and she said everything had been done legally, without any=20 details. I told one AA officer that AA could probably still make things=20 right, though this might mean current officers and directors would lose thei r=20 office. To my knowledge, no corrective actions were taken, and some public=20 records indicate no such actions. The serious questions indicated by the=20 evidence remain.
Atheists hope that atheism will become a movement that frees humanity=20 from superstition by offering something better than religion. If this hope=20 is to ever become real, atheists must build a movement that does not mimic=20 the deceit of magical institutions. If we cannot demonstrate atheist honest y=20 and trustworthiness through the courage to clean our own house, then atheist s=20 have nothing better to offer humanity than religion.
Howard Thompson gofreemind@aol.com Copyright =C2=A9 July, 2001 by Howard Thompson
- - - - - - - - - - - - - - - - - - - - - - -
SOURCES
"Articles of Incorporation of American Atheists, Inc.", 05/18/1987, filed=20 with Texas Secretary of State, 05/29/1987. "Constitution and By-Laws American Atheists, Inc." from Arnold Via, from=20 Madalyn O'Hair. "Article 9.01 T.N.P.C.A. Report", for American Atheists, Inc., 10/06/1994,=20 filed with Texas Secretary of State, 10/10/1994. "From American Atheists President", Ellen Johnson statement, July 1996. http://www.positiveatheism.org/writ/o'hairs.htm "The Murray O'Hair Family, The Disappearance", Ellen Johnson statement,=20 03/30/2001. http://www.atheists.org/visitors.center/OHairFamily/disappearance.html "The Most Hated Woman in America: The Incredible Case of Madalyn Murray=20 O'Hair", ABCTV Nightline show, 06/01/1998. "Ellen Johnson's Reply to the ABC Nightline Show", from message posted June=20 or July 1998 on AOL Atheist forum by David Silverman, then AA New Jersey State Director=20 (Inventr1@aol.com). [Later versions omit some items in Silverman's versions. ] Houston Chronicle, 12/29/1996, Sec. A, P-1 Houston Chronicle, 02/01/97, Sec. A, P-29 "Atheist Showed Taste for Money and Christmas" by Kim Sue Lia Perkes, Austin American-Statesman, 01/10/1999. Time Magazine, 02/10/1997, Vol. 149 No. 6 http://www.time.com/time/magazine/1997/d...ion.wheres.html "Mystery of Madalyn O'Hair II", ABCNEWS Specials, 07/22/1999 "The Atheists' Cold Case Gets Warmer" by Paul Duggan, Washington Post,=20 08/16/1999. American Atheists website report on Gary Karr trial, 06/2/2000. http://www.atheists.org/visitors.center/OHairFamily/ns-AA-jun2-00.html Phone call with Arnold Via, June 8, 2001.