7.21.09 Concluding Postscript to the Series
Post-Dinner Mints for the
A quick recap:
Part I covered the problems with Trustees. According to New York law, there are too many.
Part II covered the fact that the Archdiocese is governed by New York law. New York law is interested solely in protecting the funds of religious corporations from misuse by those in authority. Therefore it was advocated for a separation from the legal documents of the Archdiocese those things that concern the ecclesiastical governance thereof.
Part III discussed how New York law governs voting at a General Convention. It is quite a bit different than the old “vote by acclamation” or “vote by a showing of hands” practiced in previous Archdiocesan Conventions.
Part IV exposed the financial reporting requirements of New York law.
Why a concluding postscript?
Quite simply, because I didn’t think ahead.
• Items 1-6 bring you up to date on some VERY INTERESTING recent developments from late last week.
• Item 7 contains lots of links that could prove useful to the enterprising Convention-goer.
• Item 8 is my assurance that qualified lawyers are in the wings to see things through from here - if the Archdiocese doesn’t behave itself.
Metropolitan +Philip admitted last Friday, in a meeting with our clergy in the Diocese of Los Angeles and the Southwest, that AOCANA contributions are supporting +Demetri in Mexico. Our money is permitting a registered sex offender who is canonically and Scripturally disqualified to play at being a bishop - even though our Local Synod generously permitted him to retain his retirement provided he didn’t serve liturgically except at family functions with the express permission of Metropolitan Philip. In his talk +Philip argued that
(a) +Demetri's a good guy,
(b) blamed Demetri’s lawyer,
(c) said the Patriarch wanted him working, and
(d) said that Demetri could return if he received a gubernatorial pardon.
Which of the following does Metropolitan Philip not understand:
(1) “security tape showing Demetri grabbing a woman’s breast,”
(2) “police who couldn’t believe that the swearing drunk was a bishop,”
(3) “drunk during Liturgy,” and
(4) “registered sex offender” ?
Pardons may erase criminal liability, but, last time I checked, they don’t erase the deed, itself.
NO MORE PAYMENTS TO SUPPORT DEMETRI! THE LOCAL SYNOD SHOULD FINISH THE JOB AND DEPOSE HIM.
+Philip also admitted to the same crowd (how did they get so lucky?) that the Archdiocese has roughly $15-20 MILLION DOLLARS IN BOND INVESTMENTS. Why is the failing to show the earnings from this mega-fund year after year?
Two words: INDEPENDENT AUDIT.
A couple more words: “NO INDEPENDENT AUDIT; NO BUDGET.”
Anyone else wonder why we budget so much on Englewood and so little on the individual Dioceses? The past few months should provide a pretty good answer. +Philip gets a stipend, a car, maid service, and a chef—and claims that it is all tax-free (and thereby exposes the Archdiocese to tax, interest, and penalties) because he is a “corporate sole”—while our Diocesan Bishops get $60,000 a year, pay taxes, and even have to pay their own airfare to Damascus when invited by our Patriarch on Archdiocesan business. This is shameful.
STOP THE “CORPORATE SOLE” STUFF -
AND THE PERKS.
Fawaz El Khoury and Walid Khalife? More than 13 Trustees? ‘NUF SAID.
Donations through the Order of St. Ignatius? Well, let’s just say that Danny Abraham is now scouring the far reaches of the universe to find some new knights and dames to anoint at the General Convention.
STOP PAYMENTS UNTIL THERE IS AN INDEPENDENT AUDIT. TELL THEM YOU'LL RESIGN IF THERE IS NOT. (If you’re Convention-bound, you’ve got a couple of public venues to accomplish this...)
Fraud on the Holy Synod. IT HAS TO STOP.
+Philip started this back when he altered the Holy Synod’s 2003 Self-Rule Resolution. It continued with the Pittsburg Constitution. Sayedna Patriarch, himself, wrote +Philip and told him to set things right—a letter which +Philip, according to Board of Trustee minutes, explicitly chose to ignore. (For a guy who claims that the Holy Synod is the “highest authority in our Church,” he sure doesn’t think much of that authority.) Sure, it’s got the same problems with the entanglement of law and ecclesiology that the Pittsburgh Constitution has, but let’s work that out with the Holy Synod after they see we’re accomplishing the conditions upon which they granted self-rule. GET THE DAMASCUS CONSTITUTION PASSED!
Then, the guys he personally asked to go to Damascus on behalf of the Archdiocese (and, yes, he did ask them personally and gained entrance for them to the Holy Synod meeting as Archdiocesan reps, so don’t let him say that Bishop Joseph was the only Archdiocesan representative) fax fraudulent documents back to Englewood. To the clergy in LA +Philip now claims that "he didn’t post them". Well, is he the Metropolitan or not? Why the heck are the documents still there?
And now the little tidbits for the Convention-bound:
The Canons of the Synod of Antioch which apply to us. All of them are interesting, but the last couple are particularly apropos.
New York Religious Corporations Law
The AOCANA was incorporated and is basically governed by Article 2, Section 15;
Board of Trustees responsibilities are nicely covered by Article 2, Section 5.
Article 1, Section 2-b explains the joint applicability of New York Not for Profit Corporation Law.
New York Not for Profit Corporation Law
Article 1, Section 112 details all of the exquisite actions, including restraining orders, the Attorney General can take on its own against the Archdiocese if it refuses to follow the law—and then it can collect all of its costs from the Archdiocese, its Trustees, and/or its officers! All it takes is a little post-convention phone call, folks!
Article 1, Section 114 explains the actions that the courts of New York or their representatives can take to look into financial misappropriations simply on a showing that the financial reporting of a not-for-profit corporation is incomplete!
Article 6, Section 618 tells all about court power to invalidate elections, if necessary.
Article 5, Section 519 has lots of great detail about annual reporting to members.
Article 6, Section 603 contains all you need to know about members meetings—that they are required to be held annually. Also, did you know that members having votes of at least 10% of the total votes of membership can pool their votes to call a special convention right in Englewood, itself!
Article 6, Section 607 tells us all about how to challenge votes and the list of qualified votes that must be produced at a meeting (second sentence is the important one for the General Convention).
If you think that the Metropolitan’s attempts to vote by acclamation aren’t cutting it, just ask for the appointment of an Inspector per Article 6, Section 610. The Inspector must record the vote and certify it as accurate.
Did you know that Trustees must be elected by a plurality vote, rather than a majority? Also, blank votes and abstentions are not counted in either the numerator or denominator in calculating a majority vote for other member actions. Don’t believe me? See Article 6, Section 613.
Check this out! Article 6, Section 621 gives us the right to inspect the books of the Archdiocese, either personally or via our agent. We can ask for a balance sheet! Not only that, we can ask for ANNUAL balance sheets. 1944 through 2009 is a lot of annual balance sheets to request!
Article 6, Section 623 contains all of the provisions which will be followed to file a derivative lawsuit if, God forbid, the Archdiocese decides not to follow the law during the General Convention or thereafter.
Article 7, Section 720 describes exactly how to bring a suit against a Trustee directly for negligence or mismanagement of Archdiocesan funds.
If the Archdiocese has Directors & Officers insurance, such insurance is not permitted to pay out to such directors and officers, under Article 7, Section 726, if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
We can remove Trustees by a majority vote of the members of the Archdiocese—with or without cause. Likewise, ten percent of the members can band together to ask a court to remove Trustees for cause, and the court can actually ban a Trustee from serving again as Trustee for a given period of time. See Article 7, Section 706. Of course, this would only apply to real Trustees, so it’s inapplicable to about 75% of the ones +Philip calls Trustees...
Just in case you wondered, members can also ask a court to remove officers for cause. See Article 7, Section 714. I’m thinking that little section could come in quite handy if +Philip’s claim of financial transparency for the Archdiocese proves, let’s say, a bit opaque, and he refused to step down. (We all know that, if he’s a truly savvy guy, he’ll retire this week at the General Convention- and trust the Local Synod not to drag his name through the mud when the financials become truly transparent).
Nice little rules in Article 7, Section 715 regarding transactions between the Archdiocese and other organizations (Balamand Educational Fund, Inc.?) which share Trustees. The Board of Trustees minutes certainly don’t follow the requisite procedure. Wonder if we can get our $100,000 back from the Fawaz El Khoury-run BEFI?
Article 7, Section 17 reminds us of the duty of care owed by the Trustees to the Archdiocese and the obligation we have, during the General Convention, to ensure that they have knowledge of the inadequacy of the Archdiocesan financial such that they may no longer rely on them to avoid personal liability.
The civil courts are the last places any Christian wants to be. Let us pray that the Archdiocese is willing, at last, to follow the law as is required to do. However, if it chooses not to do so and violates the laws to which it is subject, rest assured that more-than-qualified New York lawyers have been advised of all of this mess, are quite familiar with the facts, following the proceedings, and are waiting in the wings to file suit if pushed to it.
ENOUGH IS ENOUGH.
- An Anonymous Antiochian Lawyer