Thursday, May 5, 2016

WHO YA GONNA BELIEVE?

PNC: Gennarini denied any involvement in drafting of the papers and told Patti that the deed restriction was created at the suggestion of former Archdiocese of Agana legal counsel, Attorney Ed Terlaje.

"He was asking the seminary and the archbishop that in order to protect the estate of the diocese in case there is lawsuit ... this was five, seven years ago, six or seven years ago. In order to protect the estate, it was better to do what they do in many diocese of America, which is somehow to assign the property to the different corporation of the diocese," explained Gennarini.

Attorney Terlaje, however, tells PNC that he had objected to the transfer of the RMS property and he says he had already conveyed this message in a letter he wrote to the archdiocesan finance council.




*****

Following is the text from the Agenda notes for the meeting of the Archdiocesan Finance Council of September 7, 2011. Full document here.

Item 1. Transfer of Ownership of Significant Assets - Specifically the Redemptoris Mater Seminary

Recently, our legal counsel, Ed Terlaje, has reviewed the legal structure of significant assets to assure they are set up as separate legal entities within the Archdiocese. The Redemptoris Mater Seminary (“RMS”) is an asset Ed is currently working on. In a review of RMS Articles and Bylaws, as well as several meetings with the RMS original incorporators, an issue has arisen that needs AFC review.

As a parallel comparative situation, most recently when Catholic Cemeteries was set up as a separate legal entity the Articles and By-Laws clearly state that the Archbishop of Agana has ultimate powers over the corporation. In this way the assets do not have to go thru any type of alienation process since they remain under the Archbishop’s sole control. An alienation would require AFC approval, and most likely the approval of the College of Consultors, and the Vatican if the value is great enough (in excess of $1,000,000).

However, in the current Articles and By-laws of the RMS, the Archbishop is a member of the Board, but does not have the same ultimate powers. He is just one of six votes. This situation, should the Archdiocese transfer the property and buildings and facilities in Yona to RMS, could appear to make the transfer an alienation of property because the Archbishop relinquishes ultimate control of the asset. In order to keep it an Archdiocesan asset, Ed has recommended that the RMS Articles and By-laws would need to be amended to allow the Archbishop ultimate control of RMS and its assets. However, after several meetings, the RMS incorporators are hesitant to do so, but have asked that the assets be deeded to RMS without modification. The AFC has an obligation to advise and assist the Archbishop in temporal matters, especially in the alienation of property, so we need to discuss if we can move forward with any transfer of property, and under what circumstances would the AFC authorize a transfer in order to safeguard Archdiocese assets.

Also attached for your review are applicable sections of the Archdiocese statutes and Canon Law which Ed has studied and is ready to answer any questions you may have. If you should have any questions or feedback before the meeting please direct these to me and I will forward to the relevant individual so this information is available either at the meeting or before hand.

NOTES:
  • The incorporation documents for RMS were unique. Other archdiocesan entities like the Catholic Cemeteries were incorporated in such as way where the archbishop's ultimate control was clear. But NOT RMS.
  • Ed Terlaje, legal counsel, warned that the archbishop would lose control of the property if the property was transferred without amending the incorporation documents.
  • After "several meetings...the incorporators"* were "hesitant" and "asked that the assets be deeded to RMS without modification."
* The term "incorporators" (plural) is used twice in this memo. However, the RMS corporation docs show only one incorporator. The use of the plural was not an accident. It is very clear who the "incorporators" were.

The Archdiocesan Finance Council then voted to NOT deed the property to RMS. Apuron later fired them and secretly recorded the deed conveying title to RMS on November 22, 2011, and WITHOUT telling even his legal counsel. We know this because five days later, Attorney Ed Terlaje wrote this to the soon to be fired members of the finance council:


November 27, 2011
Response to AFC’s Decision regarding Alienation of Seminary Property

Read your letter and that of the archbishop. As you well know, “alienation” and “assignment” are words of distinction without a difference. Any documents containing these words would place a huge cloud on title to real property which would result in a protracted litigation and prohibitive cost to remove such cloud. Do you really want to risk title to the property conservatively valued at 75 million dollars? I have other serious concerns raised in the letter, and if you wish, I would like to discuss in private with you and other members of the finance council.

Ed Terlaje

Original document here.

Here is the letter "of the archbishop" that Attorney Terlaje is referring to.

CONCLUSION:
  • Gennarini said he had nothing to do with the Declaration of Deed Restriction, that it was Ed Terlaje's idea. 
  • Ed Terlaje said he objected to the "transfer." 
  • Gennarini says the Deed Restriction does not give away control of the property. 
  • Ed Terlaje said he objected to the "transfer" because the archbishop would lose "ultimate control."

  1. Ed Terlaje is a respected local attorney who has practiced law on Guam for nearly five decades and has served the archdiocese as its legal counsel untiringly for most of those decades.
  2. Giuseppe Gennarini is a "visiting" history professor who said he had nothing to do with anything. 

Who ya gonna believe?



And then we just FOUND something else. More to come. 


By the way, check out all the countries that checked in in just the last two hours:
http://s06.flagcounter.com/today/or4G/




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