Let us recall that in September of 2011, it was noted that the "incorporators...asked that the assets be deeded to RMS without modification" of the RMS Articles and By-Laws.
Though "hesitant" in 2011 to modify the articles, it appears that in January of 2015, immediately after we discovered and published the secretly recorded deed, the "incorporators" were very anxious to do so!
Let us review all that has come before:
- Sep 7, 2011. The Archdiocesan Finance Council voted to NOT deed "the assets" to RMS, since - as per Ed Terlaje's counsel - the Archbishop would "relinquish ultimate control" of "the assets" absent a modification of the incorporation docs. LINK
- Nov 16, 2011. Apuron writes a letter to AFC president Richard Untalan, arguing that the transfer is only an assignment, not an alienation. But does not deliver the letter until November 25, 2011. LINK
- Nov 22, 2011. Apuron, without the knowledge of the AFC, his legal counsel, or the college of consultors, and without the approval of the Holy See, secretly deeds "the assets" to RMS under the cover of an instrument titled "Declaration of Deed Restriction." LINK
- Nov 25, 2011. Apuron delivers his Nov 16 letter to Untalan. Untalan, not knowing that Apuron has already "done the dirty deed" is under the impression that Apuron wants to revisit the issue of transferring title to the property to RMS and schedules an AFC meeting for Dec 6, 2011.
- Nov. 27, 2011. Upon receipt of Apuron's Nov 16 letter, Untalan seeks advice from Ed Terlaje, the Archbishop's legal counsel. Terlaje warns that there is no difference between an assignment and an alienation, and to proceed per the Archbishop's demands, would place "a huge cloud" on the title. LINK
- Dec 6, 2011. 3:38AM. On the morning of the meeting, Apuron emails Untalan saying that he is "appalled" that Untalan would discuss the RMS matter in the his (Apuron's) absence and then accuses him of perpetrating "nonsense." (Remember, Untalan does not know that Apuron already recorded the deed and is under the impression that Apuron wants to revisit the issue.) LINK
- Dec 6, 2011. 7:46AM. David C. Quitugua, the Vicar General, who knows that the title was already transferred, accuses the AFC and particularly Untalan of a "vulnus" (a harmful act) against the Archbishop for keeping the item on the agenda even though Untalan had already removed it. LINK
- Dec 6, 2011. 9:31AM Untalan receives Quitugua's email and replies back that he is "stunned" by Quitugua's accusation of his wanting to harm the bishop (a "vulnus"). LINK
- Dec 6, 2011. 9:37AM. Untalan receives Apuron's chastising email and replies that the RMS matter had already been removed from the agenda per the instructions he received through Deacon Martinez, the Finance Officer. LINK
- Dec 6, 2011. The AFC meeting is canceled.
- Jan 11, 2012. Richard Untalan, Msgr. James Benavente, Joseph Rivera, and Sr. Stephen Torres, RSM are "fired" by Apuron via letter.
- Jan 13, 2012. Richard Untalan receives his letter. LINK
- All goes dark...until Jan 5, 2015 when we discover the Declaration conveying title of "the asset" to RMS.
- Jan 29, 2015. The "incorporators" file a NEW set of Articles of Incorporation for RMS, which, like the Deed Restriction, uses a false label to evade detection, which in this case is the modifier: "Amended."
We have already shown in Part 1 how the formation paragraph was completely rewritten to exclude any reference to a "corporation sole" in order that the difference between the original formator, which IS a "corporation sole" and the corporation formed, RMS, which is NOT a corporation sole but a regular Guam non-profit corporation, would no be so easily seen.
Let us move on now to the other changes in the NEW articles.
There is the out-of-the-blue insertion of a completely new article:
It's quite obvious that in these new Articles, the "incorporators" are desperate to emphasize a "relationship" between RMS and the Archdiocese. The majority of the funding that keeps RMS floating and people like the Gennarini's jetting back and forth in comfort comes from the Catholic faithful who have believed the lie that this is a "seminary for Guam." However, Article IV is a blatant lie because:
- As we have already seen in the Declaration of Deed Restriction, Apuron acknowledges that RMS is a sole and separate ecclesiastical (church) jurisdiction (a "SEE"). Thus RMS cannot be a seminary "OF" the Archdiocese of Agana, only a seminary "IN" the Archdiocese of Agana - which also explains why the majority of its priests are not destined for service here.
- RMS is a Guam non-profit corporation. Legally it has no ties to the Archdiocese of Agana. And, as noted in the above pasted agenda notes, Apuron's control of RMS is limited to only one vote on the RMS board of directors.
The next sham and attempt to deceive is the list of the "Initial Board of Directors." Note the word "Initial." This was done for a reason. They don't want you to see who the current board is.
There are some well known local names in the "initial" board of directors. The impression is that RMS is "ours." However, those names have long since been gone from the Board of Directors. The current Directors (as of 2015) whose names SHOULD have been listed here with the "amended" articles are as follows:
Rev. Pablo Ponce Rodriguez (long gone)
Rev. Julio Cesar Sanchez Malagon
Susanna Juliana Jayasuriya
Now, do you see why they did not want the names of the CURRENT Board of Directors on the "amended" Articles? There would be some big questions about whose seminary this is.
Let's move on to the new and improved article regarding the infamous Board of Guarantors. Here is the 2004 version:
We have noted many times on this blog that the words "most important affairs of the Corporation" is the loophole that gives the Board of Guarantors control over absolutely everything relating to RMS since one of the most "important affairs" is deciding what is "important." It's a laughable loophole as it barely masks the real role of the Guarantors: ABSOLUTE CONTROL, with Apuron being only one vote.
The 2015 version gives the Guarantors even more control:
As you can see, instead of just veto and approval power over "the most important affairs" of RMS, the Guarantors now have full veto and approval power over ALL the affairs of RMS. They try to mask their powers with the tag: " on all matters related to the pursuit of the purposes of the Corporation, and except for the extent of the Sole Member's rights," but any matter from the next toilet paper purchase to who is ready to be ordained can be fit into "related to the pursuit of the purposes of the Corporation" And as for the "Sole Member's rights." The only "rights" the member(s) has under Guam corporate law is the right to appoint or remove the Board of Directors. And since Brother Tony is Brother Tony inside the NCW and NOT the Archbishop, Brother Tony, the "incorporator" is going to do exactly what he is told by his catechist - Mr. Gennarini.