SiouxRanger

Well, in the beginning, National did start with nothing, and 100± years later built it into what it now has. So, even starting at zero is doable. But, the second time around,, National would have its intellectual property, and a tradition (some of which is laudable), and a shell of a structure, though hugely damaged, and some camp properties with which to carry on the outdoor component of the program. It won't be what is was before the bankruptcy, but what does one expect when they burn down their own house?

I've never seen Articles Of Incorporation which did not provide that the corporation was "perpetual." Likely, they all are. My state has statutes providing for the voluntary dissolution of a corporation, (and the involuntary dissolution, for that matter, in the event that the corporation fails to pay annual corporate fees, and such-but not likely a BSA issue.) Seems to me there are only 3 likely scenarios regarding BSA intellectual property:: 1. BSA keeps all its intellectual property, having no right to sell it, or for the bankruptcy court to dispose of it due to some provision or interpretation of the statute you cite, or its Federal Charter. This option leaves open the possibility that BSA continues as a corporation, owning its intellectual property, but without a cent to afford even a custodian. In this scenario, BSA is a hollow shelll with no on-going operations. BSA, in this scenario, does not have the financial strength to operate, and Congress does not want it back. Some group might come along and rescue the Movement. This seems to be the least likely scenario. 2. BSA's intellectual property reverts in some fashion to Congress. Surely, Congress can revoke BSA's Federal Charter. Congress can't pass a law it cannot amend or revoke. In this case, Congress could control to whom the intellectual property was granted as a successor to BSA. I cannot think of any analogous procedure in my state. The assets of dissolved corporations do not revert to the state. But perhaps, BSA would be different due to its Federal Charter. The situation presumes that Congress would have to find some entity willing to fund a new startup BSA and then transfer the idle intellectual property to the startup.. 3. BSA's intellectual property remains assets owned by and controlled by BSA, subject to sale (or pledge as collateral) by BSA, and subject to the jurisdiction of the bankruptcy court. A Chapter 7 liquidation would put these assets on the auction block. In this scenario, BSA is treated like a typical state chartered not-for-profit corporation. BSA's entitlement to exclusive use of its intellectual property appears to me to be nothing more than a "super trademark." I don't see how it adds much, in that trademark holders are also entitled to exclusive use. Though, normal trademark holders have to "defend" their trademarks (so that their trademarks don't become "generic" and thereby in the public domain where anyone can use them) to continue to be entitled to exclusive use. " Yellow Book" is a trademark that lost its status. So, the "exclusive use" provision may mean that BSA need not defend its trademarks to prevent them from losing their trademark status and becoming generic. I would also note that BSA National has many aspects of a franchisor-and appears to be licensing its intellectual property to its franchisees-the local councils. Which councils are separately state chartered not-for-profit corporations, which themselves are chartered (franchise agreement?) by BSA National. As with so many aspects of National's business model and relationships with other legal entities, things are very fuzzy.

So, if National liquidates, does its intellectual property go on the auction block? And, if so, are the potential buyers limited to those who wish to carry on the Scouting Movement, or could someone buy the intellectual property and simply put it on a shelf to collect dust? Seems to me National is in the franchise business-it licenses its intellectual property, its name, logos, designs, merit badge pamphlets, handbooks, etc. Some tycoon buy Philmont? What is American Scouting without those?

This is an EXCELLENT question. The blackletter rule (that is the default, simple statement of them applicable rule to the majority of situations), is that "negligence" is the failure to behave with the degree of care that someone of ordinary prudence would have exercised under the same circumstances. Another way of saying it (tort law, that is, civil wrong law-not criminal law-, is replete with parallel, vague statements of rules about negligence that are totally worthless, in my opinion) is that someone has failed to take "reasonable care" in the conduct of their business or actions. My definition of "reasonable" is: "Hire your lawyer early." One person's definition of reasonable is another's definition of insanity. Many times in legal analysis, it is helpful to consider an issue for what it is NOT. And thereby get a better appreciation of what it IS. "Negligence" is NOT "Zero Defect." That is, doing a perfect job. So, in the abuse perpetrator situation applicable to National, that SOME abusers managed to go undetected, or unreported, or reported but managed to resurface in an unrelated unit, or managed to evade National's efforts to identify them and deny them further access to the program and youth, is NOT negligence. (To put "negligence" in perspective, "willful and wanton"( a greater degree of civil liability) is where someone or legal entity, such as a Catholic Diocese, transfers a known abuser to another Parish, without notice to the new Parish of the abuse issues relating to the transferred individual and subjects the new parish to the predilections of a KNOWN abuser.) National does not seem to me to be accused of that. National seems to have tried, though poorly so, to rid its system of abusers. At least in theory. (Jump past the (...) in the paragraph above.) BUT, at the end of the day, whether National, a Local Council (LC ), or Chartered Organization (CO), is liable for negligence depends on the "findings of fact" of either Judge (if a bench trial), or the Jury. So, this is where the "reasonable" definition comes in. "Reasonable" is defined by the "finder of fact." It can be the Judge, and defendants fearing a jury of 12, might "throw themselves on the mercy of the court." It can also be a jury of twelve-all of whom must agree on the verdict. And, that means one is risking all on the agreement of twelve folks. (And there are juries of 6 in Federal court, but that nuance adds nothing to the logic of this discussion.)

You need not respond to such challenges. Einstein took at least a week to come up with E=mc (squared) (Well, maybe years.)

Absolutely agree 100%. I am not an abuse survivor. I am a child of Scouting, Cubs through Eagle. Philmont staff, father of 3 Eagles. Scouting is my life and that of my family. I stand appalled that this "principled" organization has failed to defend and protect children. Children. The defenseless. For how many DECADES? (Longer than I have been alive at 7 of them.) An organization with a "religious declaration" requirement. "That which you do to the least of mine, you do to me."- Jesus. How does one deny that idea? My best friend only told me about 3 years ago of his abuse. I had no idea. I camped with him dozens and dozens of times during high school. We had great times. He seemed totally normal and balanced. Only now do I learn he had weekly counseling for the last 55 years. National BSA has betrayed the principles of the Scouting Movement-all the way to the bedrock of the Movement. And betrayed all who believed. And to avoid a moral accounting, it hides behind bankruptcy. $57,000 for Tier 6 abuse in an open state is an insult. $5.7 million is closer to a reasonable settlement amount.

And my best friend, from high school onward, only 4 or 5 years ago told me that he had been abused by a priest, by a scoutmaster, and by Christian Brother(s), and even at that, by staff at the facility to which his parents sent him for help. I am 70, so it was a long time ago. and yet he only told me, which he admitted was the person who best understood him, about 50 YEARS after the abuse. He was in weekly therapy for all those years. About 50 years. His marriage failed about 8 years ago. And he was not a weak-willed person: he earned a Phd. How does this happen? What is that damage worth?

Godspeed, TCC Committee. (Not a survivor, just a life-long youth and adult adherent to the principles of Scouting, appalled at National's betrayal of those principals. National needs to make this right or close up shop.)

Sorry. From now to October 15, printing 24/7, I figure 63.6 pages per SECOND to get the job done. So, 64 presses running at 1 page per second is more likely. And to have time to assemble, package, address, and add postage, probably 130 presses. This is a VERY BIG JOB. So, the solo practitioners who see 5,000, or 10,000 Plan packages show up at their door, to have to add a cover letter, repackage them, add postage and get them back in the mail...well, that is where some of the 40% fees are going. Gotta go, the mouse committee wants me to put a bell on the cat.

Apparently, the exceptions are hidden in the footnotes to the principles. It would be easier to follow if all the footnotes were to be revealed at once. "And, as he gradually realized that Watergate was a criminal conspiracy: 'The cliche about the other shoe dropping is no longer used or useable. We are dealing with a centipede. Shoes will continue to drop.'" -The Voice Of Reason: Eric Sevareid's CBS Commentaries, by T. Harrell Allen, p. viii.

I was doing the print job math when it was mentioned that the Plan was over a thousand pages. Whew! 165,000 reams of paper. (I worked in a print shop decades ago.)

There is no defense for National in how it handled all this. And to conceal information from an expert acting on National's behalf, where that information, if provided, would clearly have changed the expert's testimony-that is a lie by concealment. A lie nonetheless.

Leave No Trace compliant?

Hallelujah. And very complex. About 14 levels of rank the cub and boy scout programs. (Arrow of Light might be 15) Many requirements for achieving each rank. Merit badges: required, elective, alternate required merit badges. Many merit badge requirements. (Some requirements for required merit badges have 90 time requirements-DO NOT MISS THOSE!) All manner of non-rank awards, achievements, certificates, training. (BSA lifeguard, kayaking, OA, etc.) Lots of advancement record keeping. Scout account and unit financial record keeping. A single program where the adults have to have the skills to deal with scouts of kindergarten age through seniors in high school. And many age groups attend the same meetings, events, etc., requiring adults with likely little training in recognizing and interacting with scouts at different age and maturity levels, sometimes having to shift gears many times in a single evening or scouting event. Youth Protection rules, Guide to Safe Scouting rules, boating event rules, all the various training-weather, wilderness first aid, CPR training, National Camp School, recommended/required training for each unit position--retraining as various training certifications expire... High Adventure bases-a whole other level of complexity: adult leader required training, minimum age requirements, medical forms, body weight to height requirements, physical training.... Reminds me of a Robert Heinlein quote, the last line of which is: "Specialization is for insects."

Aren't attorneys entitled to several days to review documents prior to a hearing? That they get notice of a hearing and a list of the matters to be heard? Holding a hearing on documents filed just minutes previously sets a horrible precedent.

And what penalty if an attorney violates an ethics rule? If the attorney gets to keep the 40% fee, the attorney likely does not need a law license any longer, huh?

"Oh To Be A Child Again." -Jimmy Rogers. "One and one make $7 billion dollars..." At some point we will have to go back to being adults and to divvy up $7 billion dollars. (At least in our own minds.)

Gives me whiplash and all the other baboons look down on me when I try to teach them shorthand..

HEY! I've spent a lifetime with raw knuckles and still can't figure out what I'm doing wrong.

Sounds like the Judge did lose control of her courtroom. Lots of things are going on in this courtroom that are very strange. A word or two of negative feedback from the Judge after an attorney has had their say could do wonders to reign in further argument (and pleadings) along the same lines. With so much at stake, maybe not. No matter the outcome at trial level, attorneys MUST get their pleadings and argument into the Court Record to preserve it for use on appeal. Just because a Judge listens patiently, does not mean that the Judge accepts what they are hearing. At some point, all of the motion hearings will come to an end and the Judge will start to make rulings. And there could be a number of them in rapid succession, and have significant impact. Any error that arguably changes the outcome is "reversible error." And, perhaps a basis that an appeals court reverses the trial court's ruling(s) and sends the case back to the bankruptcy (trial level) court, to pick up the bankruptcy process where the appellate court indicates reversible error was made. That National thought its Ch 11 would be wound up by the end of August (was it?) is ludicrous. National will be lucky to see this done by August 2022. "I love it when a plan comes together." -Hannibal, The A Team

Well, I'd give him an Honorary Notary Public, and for the appropriate fee, status as a "Member in Good Standing of the National Geographic Society."

That makes perfect sense. A lawyer "not being prepared to speak" who reads from a script...Hmmmmm... Who does he think he is fooling?

Law is like a game of chess-except that the number and power of the pieces change constantly. I remember a M.A.S.H. episode where Hawkeye and Trapper were playing a game with cards, some chess pieces, and some checkers. Somebody asked, "What are you playing?" "Double Cranko." "How do you play?" "There are no rules."

We're 7 days into more bankruptcy drama-you had your chance to get into the EIN mud wrestle tussle-it ended days ago.

So, the Coalition attorneys want to wrap it up and get their % fees because they realize that they truly can "get by" in America on 40% of $1.88 billion-so why wait?