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January 2002, Volume 2, Issue 1
The Camarilla Speaks
For clarification, The Camarilla and the Utah NPO both refer to the same organization. Mike Tinney, President of White Wolf, posted an open message on the White Wolf web site which purports to hold out the truth regarding the history between White Wolf and the volunteer organization which has, until recently, been attempting to negotiate a contract with White Wolf for the benefit of its members. Due to the threat of legal prosecution, the Board of Directors has been unable to inform its members as to the exact nature of events that have taken place leading up to the attempted take over of the Utah NPO. Mr. Tinney himself stresses the fact that negotiations will only take place if Non-Disclosure Agreements (NDA’s) are signed by each member of the Board of Directors. These NDA’s were not mutual in effect. They allowed White Wolf to say what it wanted while preventing the members of the NPO’s Board of Directors from speaking on the issues. White Wolf is a for profit business, and the management can devote both the time and expense necessary to carry out whatever legal suits it feels necessary in order to achieve its desired goal. Mr. Tinney goes into great detail regarding how important money is to their company and intimates that by attempting to protect their members from losing their organization, The Camarilla frivolously filed a suit against them in a court of law. The fact that an attempt was made not only to take possession of all that the members had invested into their organization over the years, but also to force the dissolution of the Board of Directors of the Utah NPO, were somehow never mentioned. The request for the TRO by the Utah NPO was based on several factors. First, that The Camarilla (the Utah NPO) was a legally separate entity from the Washington organization and was not a party to any agreements the Washington entity may have had with White Wolf. The Utah NPO had an oral agreement to be the Official White Wolf fan club, but did not have a written contract with White Wolf, which is why we had been negotiating with White Wolf for the past couple of years to get a written license agreement in place. Second, White Wolf’s move to dissolve the Utah NPO was not permitted by contract or by statute or by any other law. Third, it is the responsibility of the Board of Directors to do what it determines is in the best interests of the organization. The Board did not believe it was in the organizations best interests to transfer all of its assets built up by hundreds of thousands of hours of volunteer effort to an entity that did not have the legal right to those assets. Fourth, White Wolf demanded The Camarilla disband and disburse its assets to White Wolf within 10 days. That was not enough time to solicit any sort of input from the membership. It was hoped the TRO would maintain the status quo and give The Camarilla breathing room to work out an agreement with White Wolf that would address the concerns of both parties. Fifth, Utah Code Section 16-6a-1405(2) requires that the assets of a dissolved Utah non-profit corporation be distributed to another charity or the state or federal government for a public purpose, NOT to a third party such as White Wolf. Reference was made to the fact that White Wolf will not allow the Utah NPO to “represent or profit from is intellectual property”. It is White Wolf’s position that the fan club can no longer conduct a “business” in which our members use their game system. The fan club would not be able to collect membership dues or convention registrations, even though dues are only used to run the organization. This effectively shuts down The Camarilla from bringing in any money that could even remotely be associated with White Wolf’s intellectual property, the game. In an attempt to set the record straight in the following timeline may be helpful in understanding what we have learned about the Seattle Organization, and in outlining the actions taken by the Board of Directors of the Camarilla (NPO) on behalf of its members in an attempt to negotiate a contract with White Wolf: SEATTLE WASHINGTON
NPO: 1992 “The Camarilla: A Vampire Fan Association” starts up as a Non-Profit Organization in Seattle, Washington. 1993 The first contract is signed between The Camarilla: A Vampire Fan Association and White Wolf. 1994
The second contract is signed between The Camarilla: A Vampire Fan
Association and White Wolf. Later that year, The Camarilla: A Vampire
Fan Association dissolves as a legal entity. 1995
In April, 1995, The Camarilla starts up as a Non-Profit Organization
in Salt Lake City, Utah. It is a separate legal entity. Remaining
assets from the dissolved Washington entity are donated to the Utah
entity in compliance with Washington Revised Code Section 24.03.225.
The Utah organization recognizes the efforts of the Seattle organization
and accepts their member numbering system and their members. White
Wolf is approached about assisting the Utah group. NO assistance
is given. 1998 White Wolf gives The Camarilla a draft of a new contract. That version is heavily redlined/reviewed by the Board and returned to White Wolf early in 1999. Having researched the ownership of the name The Camarilla and finding it was not held by White Wolf, the president files the registration for the trademark of The Camarilla and other names/logos in December 1998. The registrations are granted in 2000. 2000 The contract is again reviewed and redlined by the Board. No return contract has been received, edits are based on the 1998 contract and revisions done by the previous president and Board, and discussion brought to the Board by the current president. 2001 The contract is returned to The Camarilla. The two contracts, 1998 and 2001, are very similar and none of the redlines/compromises recommended have been written into the 2001 contract. Of particular concern to The Camarilla is a clause added giving White Wolf approval authority over the members of the Board of Directors. 7/2001 The Camarilla president visits with White Wolf in person in an effort to bring negotiations to a close. This effort brings forth agreements from White Wolf (that The Camarilla membership will be allowed to opt out of having their contact information sent to White Wolf, and that The Camarilla will get a back-of-book advertisement once per quarter), and one agreement from The Camarilla (that, barring legal consideration, White Wolf will be given approval over those positions named in the Articles of Incorporation). 9/2001
The Camarilla approaches White Wolf and asks for the revised contract
(with revisions from July incorporated). The response is that the
contract will be given over after the Camarilla turns over a copy
of the membership list. The Camarilla is threatened with a restraining
order if they do not comply. This restraining order could prevent
the hosting of the international event held once per year by the
Camarilla, something that would cost a great deal of money from
the organization as well as individual members. An older mailing
list was turned over to White Wolf. 2002 Events January 13: An agreement has not been reached, and the current Camarilla president approaches the general membership with her concerns about the contract preparatory to asking input from the membership. Included in the post is the fact that the name of the organization, The Camarilla, belongs to the organization. January 15: White Wolf employees, also members of The Camarilla, forward a post from the president of White Wolf using Camarilla run email lists. This letter claims White Wolf owns the Camarilla, has effectively fired the board of The Camarilla, and dictates that all Camarilla chapters are to now report to White wolf. Further, White Wolf presents itself to be The Camarilla and promotes it on their web pages as being theirs. The Camarilla president responds to the membership attempting to clarify the situation created by the letter from White Wolf claims. A letter is received by The Camarilla’s legal counsel from White Wolf’s lawyer giving The Camarilla ten days to dissolve the organization and either transfer to them or destroy all assets. January 18: The Camarilla files for a Temporary Restraining Order, barring White Wolf from holding itself out as being The Camarilla. White Wolf asks that such information not be released to the membership, citing the disruption it will cause. January 24: The TRO is granted. White Wolf files counter-motion to change the venue from Utah to Georgia February 5: The TRO is overturned by the judge in Utah, and the venue is transferred to Georgia. The judge cited issues surrounding the Olympics (delay in hearing the case), impression that more witnesses would be called from the Atlanta area than Utah. The judge also noted the confusion and controversy surrounding the ownership of the name The Camarilla. The Utah NPO had legal registration of the name for an organization, but older documentation cited White Wolf as owning the name (this based on the fact that they informed The Camarilla they owned the trademarked and were taken at their word), and The Camarilla had begun the process for a potential name change (this based on strong suggestion from White Wolf and a desire to see membership preferences due to suggestion that the name The Camarilla did not adequately encompass the nature of the organization at this time). White Wolf also files a counter-suit, including request that The Camarilla pay legal fees and damages. The Camarilla president approaches the White Wolf president to negotiate. The response is the negotiations will not progress until the entire Board of Directors of the Utah NPO signs NDA’s to ensure the negotiations are kept confidential. February 8: White wolf demands immediate transferal of the trademark to name the Camarilla February 12: Texas A & M University receives a letter from White Wolf lawyer noting that a domain name hosted on their server is currently under contention and in court, stating they would prefer not to bring a lawsuit against the school’s domain name. The Camarilla’s web site and all data hosted by the TAMU server are pulled down. Much data is lost as a result. February 15: The Camarilla, having reviewed the issues (including Mike Tinney’s post to White Wolf’s Fan Club web site on February 14) and being of the opinion that White Wolf is not inclined to negotiate in good faith or compromise in any way, decides to file Chapter 7 bankruptcy (liquidation) for the following reasons: It does not have the financial resources to continue the litigation with White Wolf; that the organization is and has always been a non-profit volunteer organization; and that Board members desire to avoid potential liability to White Wolf or other third-party creditors. With the exception of the President, VP Finance, and VP information, all other members of the Board of Directors have resigned their positions as of February 15, 2002. Their staff members are released with thanks for their service. The three named positions (that is, named in the Articles of Incorporation) will remain in position until the completion of the bankruptcy proceedings. It is with tremendous regret that the Board of Directors finds itself forced into a situation where it cannot fight on behalf of its members against a profit making company in court. There is simply no way to maintain an organization when the company who profited by the sale of their game books to our members is suing in court to prevent us from using their game system. Shea Porr The
Camarilla - Who Owns It? The Camarilla has been a long-standing fan club of White Wolf
Inc. In reference to the computer industry, we could be viewed as
a users group for White Wolf. We number over 5,000 members worldwide.
Our primary gaming venue is Live Action Role Play (LARP) and we
run a distributed on-going chronicle that is over 6 years old. It
was, and is, a labor of love. Every year thousands of members donate
hundreds of thousands of hours to make this organization work. Though
our organization, members spent countless thousands of dollars buying
White Wolf books and supporting their products. Beyond just gaming, The Camarilla also advocates charitable works
and encourages chapters and members to engage in social and charitable
activities. We're not just gamers, we're a community. In 2001, in
just 5 regional and 1 national events, we donated almost $50,000
in cash as well as further goods and services to charitable organizations.
This does not even begin to cover local efforts and contributions,
which are significant. A reflection of a section of our current
by-laws:
The Camarilla is a legally registered independent Non-Profit Organization,
registered in the state of Utah since 1995. While we are fans of
White Wolf, during our existence White Wolf has never directly invested
money or time into helping us create this behemoth, and until recent
years, did not seem interested in working with us on any level.
We were independent and ignored and thus we developed. Our relationship with White Wolf has never been warm and our history
as an organization has been shaky at times. Legally there have been
two clubs with the moniker Camarilla in the title. In 1992 Seattle
fans started "The Camarilla, a Vampire Fan Association".
When they collapsed in late 1994 former members of that organization
that lived in Utah created a new legal entity known as The Camarilla,
to which the first entity donated a portion of its meager remaining
assets. In recognition of their work, the Utah group honored the
memberships of the Seattle organization and created a new stronger
going concern. The Seattle entity had a written contract with White Wolf that
gave it significant rights, but legally that document was never
transferred to the Utah organization nor was a new contract ever
signed. Both White Wolf and the Seattle group would have had to
take steps to see to this contract's transference but neither pursued
the stipulated requirements of their own agreement. We worked to gain White Wolf's respect, we complied with their
requests and forged numerous verbal agreements and understandings
but nothing was ever in writing. Since our growth in recent years
and our growing value to White Wolf as a customer base, White Wolf
wanted more control. It appears they had been operating under the
assumption that their contract with the Seattle entity still applied
to us, even though its stipulations had never been met and it had
expired in 1997. The first contract was presented to Utah registered
Camarilla in 1998 and the Camarilla board felt it was onerous. Unsuccessful
negotiations ensued, but both parties kept operating in good faith.
Over the years and successive Camarilla presidents, the offered
contract did not seem to show any compromise, but instead became
more burdensome. We were not an extension or marketing arm of White
Wolf but the contract implied that was how they saw us. Sections of the proposed contract:
As negotiations further broke down in January 2002, the current
Camarilla president, Dr. Shea Porr, approached the general membership
with her concerns about the contract. She felt unable to represent
the membership in this matter and felt the full membership needed
an opportunity for input. This effort on her part caused White Wolf
to feel it had been violated. Two days later, Mike Tinney, White
Wolf's president, posted a letter to Camarilla run email lists claiming
they owned the Camarilla, had effectively fired the board of The
Camarilla and that all Camarilla chapters were to now report to
White Wolf. This was followed by a letter from their lawyer to ours
giving us ten days to dissolve our organization and either transfer
to them or destroy, all our assets. Further, White Wolf presented
itself to be "The Camarilla" and promoted it on their
web pages as being theirs. We had to act quickly. The Camarilla
faced a deadline of ten days to deal with White Wolf's demands,
not enough time to get effective feedback from the general membership.
White Wolf's primary claim for this action was that they owned the
word "Camarilla" and if that word was on any document
or product, it was effectively theirs. Since this had been an ongoing threat over the years and since
some members had had experience with Trademark law, White Wolf's
ownership of the term "The Camarilla" was researched in
1998. We learned that White Wolf did not own the term "The
Camarilla" and had never trademarked it. They had copy right
to it as a term in their books to describe a mythical sect of vampires,
but not as a trade name of an organization of people involved in
social, educational and charitable activities. As such, The Camarilla,
an NPO registered in the state of Utah, trademarked the name of
its organization. We filed for a Temporary Restraining Order, barring White Wolf
from holding itself out as being our organization. On January 24
that order was granted. We have returned to the status quo that
existed before the White Wolf claim of ownership of The Camarilla
and now face the on going litigation to our rights of survival.
We support White Wolf's effort to start its own fan organization,
but we do not support its efforts to take over ours – that which
we built without their help. We would most prefer to go back to
the negotiation table recognized as a legal, independent and viable
organization and create a contract that respects both entities.
We see ourselves as a users group providing the most value to White
Wolf by being independent and sometimes critical of them to help
them forge a stronger, better and more appealing product, not their
yes-men or unpaid marketing arm. For more information about the Camarilla:
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