Thursday, October 15, 2015

A Contradicting Jungle

This entry post is in response to an anonymous commenter who stated the following in my last entry post: 

TIm has already refuted this post thusly:

The Corporate Sole relates to an office not a school.

The RSM is a school not an office.

The RMS is incorporated as a not for profit entity.

St John's Seminary is not separately incorporated like the RMS is, and therefore remains a function of its Archdiocese under the office of the Archbishop, whose office is a corporate sole.

The board of Directors at St John's is merely advisory in capacity. The board of Guarantors at RMS has veto power.

All seems fairly logical and straight forward.

Your understanding appears to be wrong. Its like saying - "this apple is a fruit just like this orange. See, its exactly like this orange"...... Or is it?
This is my response:

1.   On July 10, 2015, Tim Rohr wrote on his blog stating (bold is mine):  

The Archdiocese of Agana is a "corporate sole". RMS is not.

Today, he is now playing two different song and dance.  According to Tim:

It's simple. The Archbishop of Agana is A CORPORATION SOLE. The Redemptoris Mater Seminary is not. 

In that same entry post Tim Rohr stated the opposite: 

NOTE: RMS cannot be incorporated as a "corporation sole" because a "corporation sole" is an OFFICE not a company or corporate entity. Thus the Archdiocese of Agana is NOT a "corporation sole.".....

Notice what I placed in bold????   Anonymous, you are listening to a man who contradicts himself in his own blog.   

2.  Tim Rohr goes on to explain that it is the OFFICE of the Archdiocese of Agana that is incorporated as "corporation sole."  And since the RM seminary is NOT an office, but a SCHOOL; therefore, RMS is not a "corporation sole."  Tim then contradicts not only himself but also the article that I provided in my last entry post.  According to Tim Rohr: 

As for St. John's Seminary in Camarillo, it is a school, and like most schools it has a school board. But it does not have a corporate board of directors because it is not a corporation. It remains the property of the Archbishop of Los Angeles, who is a corporation sole.

Mr. Rohr contradicted the article regarding St. John's Seminary which clearly stated that the seminary IS a "corporation sole" and has a board of directors.  Nothing in that article speaks of a school board.  According to the article (the bold is mine): 

Like most Catholic diocesan seminaries St. John's is a "corporation sole," and the archbishop of Los Angeles is the "corporate sole," the single legal owner, who passes authority to his successor in office. At St. John's, the archbishop also serves as chair of the board of directors, which is legally an advisory group, not a board of trustees with final authority. Patrick Nichelson is president of the board. 

So, Anonymous, you are listening to a man who not only contradicts himself but even the article I provided in my last entry post. 

3.  Let us be very clear about one thing.  Anonymous, did you even look up the definitions of corporation sole or did you simply swallow everything the jungle fed you?  There is a reason why we have dictionaries.  You use a dictionary to determine whether the jungle is telling you the truth about its definition of corporation sole.   According to the legal definition: 

The corporation sole, or corporate sole, is legally defined:
Corporations sole are those which by law consist of but one member at any one time, as a bishop in England... It is said in England to include the Crown, all bishops, rectors, vicars and the like.2                 
A corporation sole is one consisting of one person only, and his successors in some particular station, who are incorporated by law in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had. In this sense, the sovereign in England is a sole corporation, so is a bishop, so are some deans distinct from their several chapters, and so is every parson and vicar.3  

 4.  In the fourth place, let us look at the REASONS why Tim Rohr says that the RM Seminary is NOT a corporation sole.  About three months ago, Tim Rohr wrote:  

Not having a board of directors is one of the features of a corporation sole and the Archdiocese of Agana does not have one...... 
The fact that RMS is formed by a Corporate Sole DOES NOT make RMS a corporate sole

Now, Tim is playing a different song and dance.  Suddenly, he has nothing to say about his opinion three months ago regarding corporation soles not having any board of directors.  Notice that he never addressed that issue, but chose to ignore it?  Today, Tim Rohr states:   

Here is Article I of the articles of incorporation for RMS. Note it does NOT say "a corporate sole." It says "A Guam Nonprofit Corporation."........
Do you see the difference? St. John's is NOT a corporate entity, RMS IS a corporate entity.

Well, I have news for you, Anonymous.....did you look up "corporate entity" in the dictionary to determine whether Tim Rohr is telling the truth???  According to the legal dictionary, a corporate entity is simply a legal entity given to a corporation. (See the weblink here.)  And in this case the NAME of that corporation is Redemptoris Mater House of Formation, Archdiocese of Agana, which even Tim Rohr wrote on his blog (the bold is mine): 

                                                ARTICLE 1

The name of the Corporation is REDEMPTORIS MATER HOUSE OF FORMATION, ARCHDIOCESE OF AGANA, a Guam nonprofit corporation.

Do you know why I placed the above in bold, Anonymous?  It is to show you the NAME of the "corporate entity."  And did you noticed Tim focusing ALL your attention on the words "Guam nonprofit corporation'?  Is that the name of the "corporate entity" Anonymous? 

Article 1 stated the NAME of the corporation to be "Redemptoris Mater House of Formation, ARCHDIOCESE OF AGANA."  It is NOT "Guam nonprofit corporation." Do you know why I underlined and capitalized the "Archdiocese of Agana", Anonymous?  It is because that is part of the name of the Corporation.  The name of the Corporation is NOT........Redemptoris Mater House of Formation.......period.   It has the name "Archdiocese of Agana" because it is the property of the Archdiocese of Agana, the corporation sole. Why do you think Tim Rohr deliberately ignored the name "Archdiocse of Agana" and only focus your attention on "Guam nonprofit corporation"???  

In other words, the RMS seminary is a corporation sole because it consist of one member who is a corporate sole.  St. John's Seminary is also a corporation sole because it also consist of one member who is a corporate sole. (See the definition of "corporation sole".)  The RMS is a property of the Archdiocese of Agana and St. John's Seminary is a property of the Archdiocese of Los Angeles.    

Last year, Father Pius was interviewed by KUAM.  According to Father Pius: 

This corporation is a 'corporation sole' where there is only one member, namely the archbishop, who has all power. He is assisted by a board of directors who (oversees) the daily administration. The only member, namely the archbishop, chooses all directors. Then there is a board of guarantors that guarantees that the corporation follows the original purpose for which it was created. The Archbishop chooses, confirms, or dismisses freely these guarantors.

There was no contradiction in Father Adrian's statement with Father Pius.  Both of them said the same thing.  Tim Rohr is the only one who makes contradictory statements and selectively reads only certain passages in a sentence.  He even contradicts the dictionary.


  1. Declare in writing that RMS is a corporation sole. or better still, go to Rev and Tax and ask for a copy. Yes. You can do it.

    1. Dear Tim Rohr,

      Get real! Did you ask St. John's Seminary to declare in writing that it is a corporation sole especially since you believe that a corporation sole does not have a board of directors?

  2. Diana, I think Tim is upset with this post of yours. :).

    1. Dear Anonymous at 10:04 am,

      And WHY is Tim Rohr upset with me??? All I did was use his own words against him.

  3. So, to clarify, are you saying that the RMS is a non-profit corporation or a corporation sole? Or are you saying it is both? Your OP is unclear.

    1. Dear Anonymous at 10:53 am,

      Article I of the articles of incorporation for RMS makes it clear that it is a Nonprofit Corporation." However, THAT is not the contention. The disagreement between the jungle and the Archdiocese is whether the RM Seminary is a corporation sole. THAT is the disagreement. The Archdiocese claims that RMS is a corporation sole. Tim Rohr, on the other hand, disagreed and called the Archbishop a liar based on his belief and interpretation that a corporation sole does not have a board of directors.

      In his interview with KUAM last year, father Pius said that RMS is a corporation sole with the Archbishop as the only legal member with all the power and authority. The board of directors in RMS only assists the Archbishop, but the Archbishop has the ultimate authority.

  4. WHat do you say to Tim's challenge:

    "A Corporation Sole is a legal construct in Guam law. In order for a Corporation Sole to legally exist it has to be incorporated as such according to Guam law which means there is a supporting document.

    Simply prove our side wrong by providing the document. It is not hard to get. All corporate documents are filed at Rev & Tax and are considered public documents. You only have to go there and ask for a copy.

    Then you can post it on your blog for all the world to see and we will be forever discredited and humiliated. You will win, Diana. Now is your chance. You can do it. You can end this war. You can send the CCOG scurrying back to their holes. Just think, Diana. You, Diana, the Savior of the poor Archbishop's reputation. The restorer of peace. Wow. Think of that, Diana. Just think! "

    1. Dear Anonymous at 10:59 am,

      Is Tim's challenge coming from a legal or business dictionary OR is it coming from Tim Rohr himself.

  5. It doesn't matter...get the doc and prove him and a real attorney wrong.

    1. Dear Anonymous at 11:21 am,

      It does matter. There is a reason why dictionaries exist. It exists so that everyone is on the same page in following the standards rather than following the whim of one man's definition and rule of law.

      I will also add that the attorney of CCOG does not specialize in religious institutions, canon law, and in corporation soles.

    2. Why not simply get the document and prove him wrong? That will shut him up!

    3. Dear Anonymous at 2:29 pm,

      He has already been proven wrong. Read the OP again. Do you know of another Archdiocese of Agana? Why do you think Rohr had his readers focused on "Guam non-profit corporation" when that was not the name of the corporation.

    4. "Why do you think Rohr had his readers focused on "Guam non-profit corporation" when that was not the name of the corporation."

      Well, presumably because he is saying that the RMS is a non-profit corporation rather than a corporation sole?

    5. Dear Anonymous at 7:24 pm,

      Me thinks it was to deceive his readers.

  6. Who is the official owner of the Hotel property?

    1. Dear Anonymous at Oct. 16th at 1:46 pm,

      You can find my reply on the following weblink:

  7. The blog is not moving. It needs to move so readers can follow comments.
    Re open the blog for movement now.

    1. Dear Anonymous at 11:30 am,

      I apologize, but I was in a four day retreat. I have just returned from the retreat. The retreat ended with the Eucharist.