Can. 1290 The general and particular provisions which the civil law in a territory has established for contracts and their disposition are to be observed with the same effects in canon law...
Saturday, July 11, 2015
APURON IS A FOOTNOTE
More opportunities to educate ourselves at "Diana's" expense. LOL. Too much fun!
Alas, more from the mentally kiko-demented Diana.
Not having a board of directors is one of the features of a corporation sole and the Archdiocese of Agana does not have one. But the real matter is one of election. Some religious organizations elect a legal construct known as a corporate sole if they meet the requirements of the particular jurisdiction in which they wish to form. Others opt to legally form under the provisions governing non-profits and also can elect for the additional tax-exempt 501(c)3 status.
Now read the following from the opening and founding paragraph of the RMS Articles of Incorporation:
It is quite clear. Anthony Apuron, Incumbent Archbishop of Agana, a Corporation Sole, elects to "form a nonprofit corporation under and by virtue of the provisions of the Guam Nonprofit Corporation Act, 18 G.C.A. §10101.
The fact that RMS is formed by a Corporate Sole DOES NOT make RMS a corporate sole. The formation of RMS is specifically as per the provisions of 18 G.C.A. §10101. The provisions for the formation of a Corporate Sole are found in 18 G.C.A. §10102. Look it up.
Since both the Archdiocese and RMS elected to be formed under the provisions of Guam law, both are subject to Guam law irrespective of Canon law. In fact Canon law mandates that in the matter of civil contracts (such as a transaction of real property) the provisions of civil law in a territory must be observed.
Thus RMS is NOT a corporate sole specifically because Apuron elected NOT to form it as one but as a separate NON-PROFIT under a different section of Guam law and thus subject to the provisions of Guam law governing the business of corporations. One of those provisions is that the running of the corporation is the duty of the Board of Directors, not the founding member(s) or the incorporator(s).
By law, the members or incorporators can only appoint the board of directors as provided for by a corporation's by-laws.
RMS is established in such a way that Apuron is only one of 5 votes on the current Board of Directors and only one of 4 votes on the Board of Guarantors. At most, he can only exercise his authority as the sole incorporator and replace the Board of Directors as permitted by its bylaws. But, thanks to the genius of Gennarini, Apuron has no similar authority to do the same with the Board of Guarantors, which, as per its Articles, has the ultimate veto and approval power over all the important affairs of the corporation.
Bottom line: The Property now belongs to RMS. And Gennarini controls RMS. Apuron is footnote.
Posted by Tim