Wednesday, January 7, 2015
SEMINARY-GATE. A PRIMER.
It appears we all need a short course as to what the problem is with Archbishop Apuron's Deed Restriction of the Yona Property.
In the world of real estate, ownership and control can be two very different things.
It doesn't matter if a person owns a lot, if the use of the lot is not in the owner's control, then that lot is of no value to the owner.
The Deed Restriction gives the Redemptoris Mater Seminary (RMS) control of the Yona Property forever (perpetual use).
Both RMS and AOA are incorporated as a "corporate sole", a form of corporation mostly limited to churches in which there is only one member, in this case Archbishop Apuron.
Because of this, it is easy to surmise that Archbishop Apuron, being the "owner" of both corporations is also in control of both.
He is not.
Articles IX and X of the RMS Articles of Incorporation establish a Board of Guarantors - separate from the Board of Directors - and gives the guarantors complete control of RMS by giving them complete "veto or approval power for the most important affairs of the corporation."
This phrase is purposely vague. Who gets to decide what are the "most important affairs of the corporation? Of course it is the guarantors.
So who are the guarantors?
They are: Archbishop Apuron, Giuseppe and Claudia Gennarini, and Fr. Angelo Poschetti.
Archbishop Apuron only has 25% control of "the most important affairs" of RMS.
(By contrast, the Articles of Incorporation for the Archdiocese of Agana, itself, has NO Board of Guarantors.)
This is why, the archdiocesan legal counsel, upon forming RMS, sternly objected to the inclusion of the Board of Guarantors into the Articles of Incorporation. He knew that Archbishop Apuron, despite being the "owner" would not have the ultimate say in "the most important affairs" of the seminary. However, Apuron, probably at Gennarini's direction, insisted on the inclusion of the guarantors.
(And this even goes so far as to who gets admitted to the seminary and who gets ordained. Archbishop Apuron does NOT decide that. Giuseppe Gennarini does because he, with his wife, has majority control of those "most important affairs" - Poschetti being just a placeholder).
Our Visitors may or may not know any of this. But they should know that the people of Guam will not take this deception lying down.
The Deed Restriction is based on the Decree of Designation, and the Decree of Designation begins with the false premise that RMS is "the major seminary for the Archdiocese of Agana."
It is not. And we will sue.