Continued from Part 3
Why, after more than ten years of no amendments to the original articles, was it suddenly necessary to completely overhaul the articles in January of 2015? Answer: a frantic attempt to cover their asses.
Three weeks earlier, on January 6, 2015, we unearthed and published the deceptively titled and clandestinely recorded Declaration of Deed of Restriction (DDR), which in 2011 conveyed title to the Yona property to RMS, Inc.
There was no denying the truth about this document. The only possible defense was that "Apuron was still in control." But per the then-current RMS Articles of Incorporation (2004), HE WASN'T. Thus the Gennarini-Pius-Eusebio machine sprang into action, manufacturing a whole new set of Articles - not just amending - and recorded them at Rev & Tax on January 29, 2015.
The most notable section of this new set of Articles is the section Tricky Dick references here: Article XII, (Article XI in the 2004 version) wherein there is an overt attempt to prop up the idea that Apuron is still in control. Let's compare here the 2004 amended Articles and the 2015 version:
As you can see, the INCORPORATOR article is greatly expanded.
Let's review. While The Diana and the other idiots (like Tricky Dick) continued to argue that there was no alienation, Gennarini and his smart boys knew better. They knew exactly how a court would view the document. (This is why Jackie Terlaje "worked something out" behind the scenes with the AG to keep the certificate of title issue from going to court.)
The DDR was not supposed to have been discovered - at least until after the statute of limitation ran out (see counter in upper right). But once discovered, there was no defense other than to try to show that Apuron was still in control. Thus, the frantic slapping together of the new set of articles with the new and improved INCORPORATOR section in the 2015 version.
However, Gennarini and Tricky Dick's problem is Guam law. While the Incorporator has authority to appoint and replace board members or even dissolve the corporation, the Incorporator cannot directly govern the corporation. Only the board can. And while Apuron is chairman of the board, he is, as legal counsel Ed Terlaje advised the AFC in September 2011, only "one of six votes."
Now why would that be?
I'll tell you why. If in fact the property was legally alienated, Apuron would be guilty of an ecclesial crime since he did NOT get the canonically required approvals from the AFC and the Holy See. Being guilty of an ecclesial crime would be easy grounds for his official removal.
Now note! The Lewis-Roca opinion does NOT claim that title to the property was NOT transferred to RMS, Inc. (i.e. "alienated"). READ THAT AGAIN. Lewis-Roca does NOT claim that title to the property was NOT alienated. It does not claim this because title to the property WAS ALIENATED and conveyed to RMS, which is exactly the central claim of the Bronze Opinion. Instead, Lewis-Roca only claims that Apuron has "never lost control."
Lewis-Roca is a reputable firm, and not likely to throw that reputation away on some two-bit prelate from an obscure diocese. Thus it could NOT opine that the title to the property was not conveyed to RMS, Inc. because IT WAS. Thus, it opined on all that it could opine on: that Apuron "never lost control."
Now watch! This is very sly. Lewis-Roca found a hole. As the Incorporator, Apuron still maintained control of the property in that he could dissolve the corporation, upon which, the property would revert back to the Archdiocese of Agana. However, he certainly did LOSE control of the property insofar as its remaining part of the patrimony of the Archdiocese of Agana.
And this is of course why, little Preston could tell the LFM ladies to get the hell off his porch, that this was a "private residence."
Now one more thing. Look at Article XII(iv):
In their haste to appear to be legit, Gennarini et. al. has handed Hon all the authority he needs to get the property back WITHOUT litigation (which he says he doesn't want) and WITHOUT Gennarini or Eusebio's approval.
Per the Articles of Incorporation for the Archbishop of Agana, and now per the 2015 RMS version of its Articles, Hon is the "successor of the corporate sole" even if he is the temporary successor. He thus has, within his authority, ALL THE POWER (Hon's words) to immediately dissolve RMS, Inc, upon which the Yona property will automatically revert back to the Archdiocese of Agana.
Even if he doesn't want to immediately dissolve RMS (which he should), he can, as he recently did with the Cemetery board, simply fire the current RMS board and replace them with people who have pre-agreed to convey title to the property back to the Archdiocese.
Yet, Hon appears to want to run out the clock.