|Joke's on you Guam. We screwed you. - Lv Giuseppe & Kiko|
*Attorney Bronze earlier demonstrated in Part II that Guam law does NOT recognize a Board of Guarantors in a corporate structure, ONLY the Board of Directors. However, the presence of a the Board of Guarantors is valid until a court invalidates Article X of the RMS Articles of Incorporation.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.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.Even the filing of such petition for dissolution has its own legal complications as 18 GCA § 5105 requires a majority of the board of directors or “other officers having management of the affairs of the corporations” to execute the application for dissolution.In such a case, if the Board of Guarantors objects to the action of the board of directors or officers in relation to such possible dissolution application requested by the Archbishop, it could veto their action per Article X of the Amended Articles of Incorporation.It is the opinion of the undersigned that the drafter of these organizational documents purposely and deliberately designed the structure of the organization so that the Board of Guarantors shall have veto power over all decisions including the decisions of the archbishop and his successors.Thus, we are faced with the unusual practice of a separate, unelected, and un-removable board having veto power over a board of directors, the officers, and the sole member, the Archbishop of Agana and his successors.
That Neocatechumenal responsible team is Giuseppe Gennarini, his wife, the Kiko-presbyter Angelo Poschetti, and guess who? Anthony Apuron personally! and NOT the Archbishop of Agana, Incumbent.
"...the drafter of these organizational documents purposely and deliberately designed the structure of the organization so that the Board of Guarantors shall have veto power over all decisions including the decisions of the archbishop and his successors.