The establishment of the Board of Guarantors by this non-for-profit corporation calls into question as to how the Board of Guarantors are to be elected or removed from such position once he/she becomes a member of said board, as the bylaws do not address the election or removal procedures of such Board of Guarantors and neither does Guam law.Junglewatch
This is false. The Board of Guarantors was established in the Bylaws of RMS, and it was through the Bylaws that the Responsible Team for the United States was appointed. According to Article VII, Section 2 of the Bylaws (the bold is mine):
The members will be the same as the Pastoral Council as foreseen in the canonical statutes of the Seminary, presided furthermore by the Archbishop. In particular, the Neocatechumenal Responsible Team for the United States is part of this board.The members of the Board of Guarantors were appointed through the signing of the Bylaws by the Archbishop. The Archbishop's signature is the only one in the Bylaws. By signing the Bylaws, the Archbishop has officially appointed the Responsible Team for the U.S. to be members of the Board of Guarantors. And in the Articles of Incorporation, the only members in the Board of Guarantors is the Archbishop and the Responsible Team for the United States.
The Bronze opinion stated that the Bylaws do not address any removal procedures for the Responsible Team for the U.S. and therefore cannot be removed. According to the Bronze opinion:
Since Guam law does not recognize a Board of Guarantors* and in the absence of any provisions for the removal or election of such board in the articles or by-laws of RMHF, the Archbishop, despite being the sole member of the not-for-profit, cannot remove the members of the Board of Guarantors unless the Archbishop files for an application for the dissolution of RMHF.This opinion is incorrect. Provisions were made in the Bylaws in which the Archbishop can remove the members of the Board of Guarantors. According to Article VIII, Section 2 (the bold is mine):
The Bylaws of the Corporation may be altered, amended, restated or repealed by, and only by, action of the Members of the Corporation.The members of the Board of Guarantors were appointed in and through the Bylaws of the Corporation, which was set, established, approved, and signed by the Archbishop, who is the ONLY MEMBER in the Corporation. These same Bylaws gave him the authority to alter, amend, restate or repeal the Bylaws. The Archbishop does not need to file for an application for the dissolution of RMHF as the Bronze opinion stated. As the sole member of the corporation, the Archbishop has the authority to alter or amend the Bylaws. It was through the Bylaws that the Responsible Team for the U.S. was given their membership in the Board of Guarantors, and it can be through an amendment of the Bylaws that they can be removed.
"It was through the Bylaws that the Responsible Team for the U.S. was given their membership in the Board of Guarantors, and it can be through an amendment of the Bylaws that they can be removed"
ReplyDeleteExcept that the Board of Guarantors are named in the Articles of Incorporation. So even if the by-laws are amended , the Board is still designated by the Articles.
Dear Anonymous at 10:16 am,
DeleteYou will notice that the Board of Directors today are not the same as those mentioned in the Articles of Incorporation. The same can be true of the Board of Guarantors. The Bylaws can be amended, and that is what should be followed. The Archbishop is the one in control.
The Articles of Incorporation say this in relation to the Board of Directors:
Delete"The number of directors, their classifications, if any, their term in office, and the manner of their election or appointment shall be determined according to the bylaws of the Corporation from time to time in force"
You seek to make some parallel between the provisions for changes to the Board of Directors and changes to the Board of Guarantors, however there is no such provision in the Articles of Incorporation that the "number of [members of the Board of Guarantors], their classifications, if any, their term in office, and the manner of their election or appointment shall be determined according to the bylaws of the Corporation from time to time in force".
Why not? Why include such a statement in regard to the Directors, but not for the Guarantors? There must be a reason, and it would appear to be that the Board of Guarantors is not subject to amendment EVEN with reference to the bylaws.
And, as has already been pointed out, there is no explicit mention of the Board of Guarantors elections or dismissals in the bylaws anyway.
DeleteDear Tim Rohr,
DeleteThe "Articles of Incorporation" (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) act as a charter to establish the existence of a corporation. That is basically their purpose. The Bylaws, on the other hand, is what the corporation follows. The Bylaws is the constitution of the corporation. And whatever changes or amendments the Archbishop decides to make in those Bylaws should be followed.
You do not need to have an EXPLICIT mention of elections or dismissal when the LANGUAGE of the Bylaws already made provisions to authorize the Archbishop to repeal certain things in the Bylaws. In other words, he can repeal all sections in the Bylaws regarding the Board of Guarantors if he wanted to.
Dear Diana, I suppose I should be flattered if you think I am Tim Rohr. I am not, but he strikes me as being intelligent, diligent and devout, so - thankyou.
DeleteBut - you say that there is no need for an explicit mention of elections or dismissals because the bylaws can be amended at any time by the Archbishop. Which is all very well, except that there IS an explicit mention of elections and dismissals etc when it comes to the Board of Directors, but not when it comes to the Board of Guarantors.
Why is that?
Dear Anonymous at 12:19 pm,
DeleteYour intention is merely to distract and mislead the readers. The REAL issue is does the Archbishop have the authority to remove members or even add members to the Board of Guarantors? The answer to that question is proven to be yes....according to the Bylaws.
My intention is certainly not to merely "distract and mislead the readers". That is uncharitable, unfair, and simply wrong. I would like the truth.
DeleteI asked you a simple question, and you cannot or will not answer it. You non-answer says something though - that you are afraid of the truth, perhaps? Or that you know it to be problematic, but your loyalties are elsewhere? I don't know. I thought the question I asked was fair, relevant and necessary.
Dear Anonymous at 1:57 pm,
DeleteAs I said, the REAL issue is....does the Archbishop have the power to remove members from the Board of Guarantors. Why is that the REAL issue??? Because the Bronze opinion and the jungle are saying that the Archbishop has no authority at all to appoint or remove members of that board and that he can be outvoted by the members of said board. That is where one of the conflicts is between the Archdiocese and his opposition. The rest of your questions is irrelevant and has no bearing on the REAL issue.
Ok then. Let's look at your REAL issue:
Delete"does the Archbishop have the power to remove members from the Board of Guarantors"
So, the Articles of Incorporation specifically speak about how the membership of the Board of Directors is regulated through the bylaws.
The Arcticles of Incorporation do not specifically speak about how the membership of the Board of Guarantors is regulated through the bylaws.
Rather, both the Articles of Incorporation and the Bylaws state that the Board of Guarantors must include the team of catechists.
Your argument is that the Archbishop can simply change the by-laws in order to regulate membership of the Board of Guarantors, as well as the Board of Directors.
In which case, there would have been no need for the Articles to actually and specifically refer to the bylaws in regard to membership in the Board of Directors.
So, it is entirely relevant to whether your argument is worthy, that we understand why in one case there is a specific reference to the by-laws, and in the other case there is not only no specific mention of the by-laws, but in fact a mandated membership.
If membership is mandated (ie "must always include") then its not simply a matter of saying that the Archbishop can change it, because if it were changed, the entity would not be the same entity according to its Articles of Incorporation.
Dear Anonymous at 4:13 pm,
DeleteAccording to the legal definition of Bylaws:
"n. the written rules for conduct of a corporation, association, partnership or any organization. They should not be confused with the Articles of Corporation which only state the basic outline of the company, including stock structure. Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Bylaws are, in effect a contract among members, and must be formally adopted and/or amended."
You are deliberately confusing the Articles of Incorporation and the Bylaws to mislead others so you can continue the division. Both documents state both boards. Bear in mind that the person who signed the Bylaws is the same person who signed the Articles of Incorporation as the sole Incorporator.
Diana; where in Guam law it is written that the incorporator can change the bylaws?
ReplyDeleteDear Anonymous at 12:37 pm,
DeleteThe Archbishop is not only recognized as being the only incorporator but ALSO the sole member of the corporation. The Bylaws says that ONLY the members of the corporation can change the Bylaws. There is only ONR member in the corporation, and that would be the Archbishop.
Your intention is merely to distract and mislead the readers. The REAL issue is does the Archbishop have the authority to remove members or even add members to the Board of Guarantors? The answer to that question is proven to be yes....according to the Bylaws.
ReplyDeleteDiana the Archbishop needs to remove the New Jersey Couple and appoint local non NCW men and women. We want Our property back.
Who are you to tell Archbishop who to appoint?
Delete
ReplyDeleteThen the Archbishop must appoint local non NCW Catholics to the board. Monsignor James must be appointed to the RMS board of governors. We also want to see certain priests teaching in our seminary.
ReplyDeleteWho do you want to teach in RMS Guam? Please advise .
ReplyDeleteMonsignor James, Fr. Paul Fr.Mike should be appointed to teach.
RMS must also appoint a director of discipline. I have a name to fill director of discipline position.
Dear Anonymous at April 6, 2016 at 1:31AM,
DeleteI didn't know Monsignor James, Fr Paul, and Fr Mike wanted to teach at the RMS. Director of Discipline? Really went out in left field and changed the subject here.
Tim makes fun of The Bishop's illness CCOG looks up to this man there's a lot of sickness in the world I wouldn't wish that on no one being sick myself wow
ReplyDelete