Gennarini's attack on Bob was so vehement, immediate, and sure, that I immediately smelled something. I looked at "Article 6" and it was not what Gennarini was saying it was. It didn't matter really because the article Gennarini was referring to simply identified the archbishop as the "sole member" of the corporation, an argument he was trying to use to make RMS appear to be a corporation sole.
I was used to this argument since the "sole member" argument is all The Diana has every proffered. Guam law permits any number of persons to form a non-profit corporation.* And a sole member does not a corporation sole make. In fact, a corporation sole is formed under a different section of the code.
* § 10101. Nonprofit Corporations. Any number of persons, associated together for any lawful purpose other than pecuniary profit, may incorporate their said association, as provided in this Chapter.
*The "corporation sole" would make RMS a subsidiary entity of the Archdiocese of Agana, but it isn't.
To me, listening, it seemed that The Gennarini was just waiting for someone to "go there." Of course he had to know someone would, since the ownership of RMS has been a major piece of the argument that has ripped this place apart...and for good reason: the ownership of RMS, the real ownership, is the dirty little secret that is at the root of a much dirtier not so little secret. But we'll get there later.
It also sounded like Gennarini was reading directly from a document..."the right document." The question was "Which document did he have?"
When Attorney Bronze did his legal opinion in early 2015, he had relied on the most recent corporate data on file at Rev & Tax for RMS, and the 2004 amended articles was the most recent set of articles given to Attorney Bronze. But what Gennarini was reading was NOT the 2004 articles. What was it?
I soon found it.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that Owner hereby covenants and declares that the Property is and shall be held, used, transferred, sold and conveyed subject to the covenants and restrictions set forth herein:1. Declaration. The Property shall be dedicated, to and for the use, of the REDEMPTORIS MATER ARCHDIOCESAN MISSIONARY SEMINARY OF GUAM, A NON-PROFIT CORPORATION WITH IDENTIFICATION NUMBER #66-0626532, IN PERPETUAL USE AS A SEE OF THE REDEMPTORIS MATER ARCHDIOCESAN MISSIONARY SEMINARY OF GUAM, AND BY THE BLESSED DIEGO LUIS DE SAN VITORES CATHOLIC THEOLOGICAL INSTITUTE FOR OCEANIA.
"IN PERPETUAL USE AS A SEE OF THE REDEMPTORIS MATER ARCHDIOCESAN MISSIONARY SEMINARY..."And the property is given to this SEE forever (perpetual use).
The Declaration of Deed Restriciton was not supposed to have been discovered. It was designed to lay in wait for an unsuspecting bishop who might not be friendly to the Gennarini's. And when finally told to get lost they would produce the deed (that is what it is) and laugh in the bishop's face, since the property would be theirs.
As we saw from the Diana, this tact - that RMS is a corporation sole - very quickly became the kikos' talking point, permitting the kikos to say that Apuron did not alienate the property but only "deeded it to himself."
This posed a problem. The difference between a corporation sole and a non-profit corporation was glaringly obvious on the first page of the articles. This had to be dealt with immediately if the "RMS is a corporation sole" narrative was going to survive.
So on January 29, 2015, a mere 24 days after we published the clandestinely recorded instrument conveying title to the Yona property to RMS, the kikos filed an entirely new Articles of Incorporation. I will explain why they are "new" and not just "amended," but let's take a look at what they did with the formation paragraph:
Do you see that? They removed all reference in the formation paragraph to Apuron acting in his capacity as a Corporation Sole. Why? Because now the average reader cannot see the difference that I have been pointing out for two years: that a corporation sole must say "corporation sole" as it appeared in the original and 2004 version of the articles. By ridding the words "corporation sole" from the formation paragraph, it is not obvious that the Archdiocese of Agana is a corporation sole and RMS is not.
The removal of the full name of the original incorporator (Archbishop of Agana, a Corporation Sole) actually makes this a different corporation which is why I said these are "new" articles. They are NOT just amended. The articles of a corporation can be amended, but just the "articles," not the formation paragraph, ESPECIALLY when a different formator is named:
In the original articles, it is a legal person, a corporation, which is the formator (Archbishop of Agana, a Corporation Sole). In the 2015 version it is a natural person who is the formator, Apuron personally. Legally, these are two DIFFERENT "persons."
We will be challenging this with Rev & Tax.
There is much more to show, which I will get to in my upcoming posts on this. But for now, the real mystery is WHY was this document NOT in the corporate folder at RMS when ALL the RMS docs were requested by Attorney Bronze three months after the stamped date of January 29, 2015, when Bronze began researching his legal opinion?
Given the fiasco over the certificate of title, the questionable actions of the Director of Land Management, the Deputy Registrar, the Assistant Attorney General, the Attorney General, the Executive Vice President of a Title Company, the constant and clandestine presence of "the trained lawyer"...do we now have to wonder about a kiko agent inside Rev & Tax?
Remember, Gennarini was SO SURE Klitzkie did not have "the right document." Maybe he was SO SURE because he knew the answer to the question I just asked.
Meanwhile, everybody show up tomorrow at 10:30am in front of the Tanaka Building in Hagatna (between Fast Copy and Mobil) to sign the SILENT NO MORE petition so we can get that statute of limitations lifted on past sex crimes...some of which date to 1977.
Links will be provided to the full articles of incorporation on the next post.