12/28/2010

UCG Law and Order


The ex parte legal opinion offered by UCG attorney Larry W. Darden in support of withdrawal of the resolution relied on the opinion of another as yet unnamed, mysterious California attorney, who was also instrumental in the UCG crisis of 1998.
Mr. Darden attended law school at Glendale University College of Law in Glendale, CA and has been licensed as a California attorney since 1978.
Mr. Darden may have recognized an inherent conflict of interest in 
representing both the interests of President and Chairman at the same
time:
"Since attorney Darden reports both to the President (as General Counsel) as well as to the Chairman of the Board (as Special Counsel to the Board) it was deemed prudent to also obtain the opinion of another attorney specializing in California non-profit religious law at a highly respected and prestigious law firm. The same attorney who had helped the Church during governance troubles in 1998 was retained for that purpose."



Further on, withdrawal of the resolution is framed in this way:



"A precedent was set in the past for blocking the inclusion of an agenda item by an officer. This occurred in February 1998, when an officer of the Church attempted to introduce several items for the agenda for the March 1998 annual GCE meeting (Alternate Budget, Strategic & Operations Plans, etc.). The attempt was rejected as in conflict with the Bylaws. If the Council could refuse to allow an agenda item that violated the Bylaws or the Constitution from going out, it can most certainly take an item off the agenda that was improperly allowed to be mailed out with Call and Notice."


The memorandum further states: 


"Under applicable corporate law, unless otherwise stated in the Church’s governing documents, all corporate powers of the Church are to be exercised under the ultimate direction of a Church’s Board of Directors (California Nonprofit Religious Corporation Law § 9210(b))."
--



Nonprofit Religious Corporation Law § 9210(b) - just what do you mean?

 Section 9210 of the California Nonprofit Religious Corporation law (which is a section of the California statutes generally intended to govern California church corporations) is the state statute which generally applies to matters involving the United Church of God California Corporation, or other COGs incorporated in California, such as the Worldwide Church of God/Grace Communion. The outcome of various sorts of church disputes involving California religious corporations can be influenced by these statutes governing them, and reported cases arising out of them, such as the Worldwide Church of God receivership litigation.




Section 9210 referred to falls within Part 4, California religious corporations. (Click links to see full text of numbered sections)
 
CALIFORNIA CORPORATIONS CODE 
SECTION 9210-9215
 
9210.  Subject to the provisions of this part and any provision in
the articles or bylaws:
   (a) Each corporation shall have a board of directors. The
activities and affairs of a corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the
board.
   (b) The board may delegate the management of the activities of the corporation to any person or persons provided that the activities
and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the board.
As you can see below, Section 9210 of the California Nonprofit Religious Corporations Code falls under Chapter 2, Directors and Management, Article 1, General provision. 
PART 4.  NONPROFIT RELIGIOUS CORPORATIONS
      CHAPTER 1.  ORGANIZATION AND BYLAWS
       Article 1.  Title and Purposes ............................... 9110-9111
       Article 2.  Formation ........................................ 9120-9122
       Article 3.  Articles of Incorporation ........................ 9130-9134
       Article 4.  Powers ........................................... 9140-9143
       Article 5.  Bylaws ........................................... 9150-9153
       Article 6.  Location and Inspection of Articles and Bylaws ......   9160
      CHAPTER 2.  DIRECTORS AND MANAGEMENT
       Article 1.  General Provisions ............................... 9210-9215
       Article 2.  Selection, Removal and Resignation of Directors .. 9220-9226
       Article 3.  Examination by Attorney General .....................   9230
       Article 4.  Standards of Conduct ............................. 9240-9247
       Article 5.  Investments ...................................... 9250-9251
       Article 6.  Compliance with Internal Revenue Code ...............   9260
      CHAPTER 3.  MEMBERS
       Article 1.  Issuance of Memberships .......................... 9310-9313
       Article 2.  Transfer of Memberships .............................   9320
       Article 3.  Types of Memberships ............................. 9330-9332
       Article 4.  Termination of Memberships ..........................   9340
       Article 5.  Rights and Obligations of Members and Creditors .. 9350-9353
      CHAPTER 4.  MEETINGS AND VOTING ............................... 9410-9421
      CHAPTER 5.  RECORDS, REPORTS AND RIGHTS OF INSPECTION ......... 9510-9514
      CHAPTER 6.  MISCELLANEOUS PROVISIONS
       Article 1.  Distributions .......................................   9610
       Article 2.  Amendment of Articles ............................ 9620-9621
       Article 3.  Sale of Assets ................................... 9630-9633
       Article 4.  Mergers .............................................   9640
       Article 5.  Bankruptcy Reorganizations and Arrangements .........   9650
       Article 6.  Filings .............................................   9660
       Article 7.  Service of Process ..................................   9670
       Article 8.  Dissolution .........................................   9680
       Article 9.  Crimes and Penalties ................................   9690
     PART 5.  TRANSITION PROVISIONS ................................. 9910-9928
     PART 6.  CORPORATIONS SOLE ................................... 10000-10015
Matters in corporate law are not necessarily open and shut, black and white matters. There can be grey areas open to debate. There is some room for a spectrum of opinion as to the legality or corporate authority of some actions that corporations, boards, and their officers can take. Otherwise, there would be no need for a legal system or judges to decide cases. 
The unseen attorney's opinion supporting the UCG board withdrawal of the resolution "specializing in California non-profit religious law at a highly respected and prestigious law firm" was not disclosed. Only Larry Darden's one-sided summary of the issues, framing of the issues, and his interpretation was reported. His interpretation may have a leg to stand on. But it's just that, a opinion- bought and paid for by the Council of Elders.  Other attorneys could, and probably do, have differing opinions.
Taking the legal position of having the Council as the sole authority to to propose procedures whereby matters of governance can be brought to the GCE for consideration has precipitated the present UCG crisis, leading to the breakup of the UCG. 


Gone With The Wind: Joel Meeker


Joel Meeker, in his recent letter, makes three references to the UCG constitution, bylaws and rules of association.

Emphasis mine: 


Joel Meeker
Regional Coordinator

21 December 2010

Mr. Melvin Rhodes
Chairman, Council of Elders
United Church of God, an International Association

Dear Melvin,

I write to you in regard to the seat on the Council of Elders which has come to me following the recent resignations from the Council. It is my privilege to have served on the Council for about a third of our 15-year history in UCG. This service was for me a time of growth and learning, often challenging, and just as often rewarding. Sometimes I found myself in a majority, and sometimes in a minority on a variety of issues, but almost all the time those with whom I served on the Council were able to work respectfully with one another, and in respect of our governing documents, in what we believed was the best interest of the Church of God.

In considering whether to accept this charge once again, I have meditated on my own observations, sought counsel from men who have recently served on the Council and have considered this carefully with prayer for divine guidance.

As you know, accepting to serve on the Council would require, according to the Council Code of Ethics that I first signed in 1998, that I “uphold the consensus of the Council.” I take this very much to heart. Regrettably one need not be especially observant to see that the consensus of this Council has repeatedly violated, both in the letter and the spirit, our governing documents. These violations include:

  1. Our corporate Constitution (for example Article 2.1.10.)

  1. Our corporate Bylaws (for example Article 9.7.2.)
  1. Our rules of association (for example Rules 3-110, 3-120, 4-120, and 4-140.)
  1. Established internal policies (for example several of our Human Resources policies, and the policy that doctrinal material must be reviewed and approved by the Council Doctrine committee prior to publication.)


Several men attempted to bring many of these violations before the Council for discussion in both open and executive session a year ago – but, tellingly, many on this Council voted against such critical items even appearing on the agenda. A pattern has become clear: when such ethical issues have been raised to the Council its response has uniformly been “we are in charge” as if that answer puts an end to every concern and discussion. The Council is “in charge”, but only to United Church of God, an International Association, P.O. Box 541027, Cincinnati, OH 45254-1027 the extent allowed by our governing documents. It may not lawfully exceed that authority. To our corporate shame, this Council has done so time after time.


More importantly, this Council has repeatedly violated fundamental principles of Christianity.
Commandments have been transgressed: the truth is regularly spun and twisted, the Sabbath command has been compromised, and even the sixth commandment has been violated, in the spirit, through violent verbal attacks on faithful elders and lay members who have dared stand on principle against the will of the Council.

In interaction with both members and elders, the Council has not acted in the spirit of Ephesians 4:2-3 “with all lowliness and gentleness, with longsuffering, bearing with one another in love, endeavoring to keep the unity of the Spirit in the bond of peace” but rather with the spirit of gentile domination that Jesus condemned in Luke 22:24-27, fixated on who has power and who does not; who commands and who must be silent and submit.


This state of affairs places me in a conscientious dilemma. As stated above, the Council Code of Ethics would require that I uphold the consensus of the Council. But the same Code of Ethics would require me to “consider first the well-being of the Church and contribute to the needs and growth of the Church.” It is clear to me that what the well-being of the Church most urgently requires at this time is a substantive change in the grossly misguided and extra-legal consensus of the current Council. In the light of all this, it has begun clear to me that I cannot in good conscience serve on this Council of Elders. I must therefore decline the seat offered.

Sincerely,
Joel C. Meeker
French Regional Coordinator

The section in the UCG constitution Meeker specifically referenced is about the Sabbath doctrine:

UCG Constitution
2.1.10 We believe that the seventh day of the week is the Sabbath of the Lord our God. On this day we are commanded to rest from our labors and worship God, following the teachings and example of Jesus, the apostles and the New Testament Church.


Next, the section in the corporate bylaws deals with the office of Treasurer, but he specifically refers to 7.9.2. Why exactly, is hard to determine, except that "an account of all transactions as chief financial officer and of the financial condition of the Corporation," could be the problem in the manner or methods of accounting used to portray the transactions and financial condition. 

Bylaws
9.7 TREASURER

9.7.1 Books of Account

The treasurer, as the chief financial officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any Council member at all reasonable times.


9.7.2 Deposit and Disbursement of Money and Valuables

The treasurer shall deposit, or cause to be deposited, with such depositories as the Council may designate, all money and other valuables in the name and to the credit of the Corporation, shall disburse the Corporation's funds as the Council may order, shall render to the president and Council members, when requested, an account of all transactions as chief financial officer and of the financial condition of the Corporation, and shall, insofar as is consistent with the Constitution, these Bylaws and applicable law, have such other powers and perform such other duties as the Council or the president may prescribe.


9.7.3 Annual Budget

The treasurer shall prepare an annual balanced budget to be approved by the Council and ratified by the General Conference at its annual meeting.


9.7.4 Execution of Corporate Documents

The treasurer shall sign, execute and deliver in the name of the Corporation, all other instruments incident to the office of treasurer that are not specifically reserved for the president, the chairman or General Conference, and which are not prohibited by the Constitution or these Bylaws. He shall perform other duties, insofar as they are consistent with the Constitution, these Bylaws and applicable law, as delegated by the president, and hold such other powers as may be prescribed by the Council or General Conference, insofar as such are consistent with the Constitution, these Bylaws and applicable law.


9.8 COMPENSATION GENERALLY

The Council shall adopt a compensation policy for all employees, independent contractors or consultants, which shall be administered by the appropriate officers of the Corporation.

Then, Meeker cites four aspects of the rules of association he believes  were violated: 

Rules of Association


Rule 3-110 Administration
Each National Council shall maintain its own legal and administrative structure and direct its own affairs in accordance with its legal documents, these Rules of Association, the Constitution of the UCGIA and other applicable law. Each National Council will be, in its own country, the official representative of the UCGIA. In turn the UCGIA shall have, or be represented by, only one duly constituted National Council or equivalent body in each country, area of incorporation or geographical responsibility.
All congregations located in nations outside the United States, in areas where there exists a duly recognized National Council, shall be administered by that National Council, its legal documents, appropriate national law, the Constitution of the UCGIA and these Rules of Association. Therefore, such congregations are ineligible to seek direct oversight as a local congregation, or as a separate entity answering to the Home Office and Management Team or a neighboring National Council. Any conflict or dispute in this respect, which cannot be resolved, shall be referred by any one or all of the parties concerned to the Council of Elders, or those it designates, for resolution.
National Councils (or their equivalents) exist outside the United States, but there is no requirement to form a National Council in order for congregations or individual Church members to have membership in the United Church of God.
Rule 3-120 Establishing a Legal Structure
Each National Council is responsible for choosing the legal structure that most effectively enables the Church to accomplish its mission within its particular location and provides the maximum protection for the members of the Church and the Church's assets. These structures may consist of separate corporations, unincorporated associations or, if permitted, by registration of the UCGIA as a foreign corporation doing business in that country. Each National Council shall consult with the attorney(s) designated by the Council of Elders, in cooperation with local legal counsel, in determining which structure is best. To the extent possible (unless prevented by national or local law), the legal documents of each National Council shall establish the UCGIA as the general association of which that National Council and its congregations are members.
Local congregations in countries where there is no National Council may choose to set up a legal entity for the purpose of serving the Church and protecting the Church's assets.
Rule 4-120 Conflict Resolution
Conflict resolution is important for the well-being of each member of the association. The Council of Elders has developed policies for the resolving of conflicts among the Church membership and the ministry. These policies may be adjusted, but shall be applied in principle among all local congregations and National Councils in this association. The Council of Elders may adopt other policies and procedures regarding conflict resolution as needed. All such polices are available upon request from the Home Office or the Council of Elders.

Rule 4-140 Position of Home Office and Management Team
The Home Office serves as corporate headquarters for the United Church of God, an International Association. The Home Office staff and Management Team are charged with both serving and providing administrative oversight for all U.S. congregations. They will assist and cooperate with the National Councils (or equivalents) when requested and wherever possible. Local congregations outside the United States, without a National Council (or equivalent), are directly administered from the Home Office or their designees, or they may choose to operate under the administration of a National Council in a nearby country.

Anyone who wants to read the UCG Constitution, Bylaws, and Rules of Association of the UCG may do so at the UCG Council of Elders website link here. How a man such as Meeker can write such a scathing indictment of the organization he works for and remain employed by that group is way beyond the pay grade here at Ambassador Reports. 


Update:  I just learned Meeker HAS been fired! Will the last man on the UCG Council of Elders, please turn the lights out? 



12/27/2010

Gone With The Wind: United Blues, Rebel Reds



A representation of how the following congregations align themselves on a google map can be obtained by clicking on the page linked to at upper right.

The following is "a mashup of congregations with pastors that signed the "Open Letter"; December 13, 2010 letters, resigned or were terminated." The blue pins represent pastors still associated with UCG. The red pins represent pastors that are no longer associated with UCG.


Update: Even after testing the link, it appears you may need a google or gmail account to make the map work properly on your computer. I'll let the computer gurus sort it out.

2,389 views - Public
Created on Dec 17 - Updated 2 hours ago
East London, South Africa
Neil Becker
St. Paul, MN
Gary Black
Eau Claire, WI
Gary Black
Joplin, MO
Mike Blackwell
Springfield, MO
Mike Blackwell
Harrison, AR
Mike Blackwell
New Orleans, LA
Andy Burnett
Laurel, MS
Andy Burnett
Williamsburg, VA
Todd Carey
New Zealand
Jeff Caudle
Eureka, CA
Jim Chapman
Duluth, MN
Tom Clark
Little Falls, MN
Tom Clark
Minneapolis, MN
Tom Clark
Orlando, FL
Roy Demarest
Central New Jersey
Kevin Epps
New York, NY
Kevin Epps
Kingsport, TN
Eric Evans
Knoxville, TN
Eric Evans
London, KY
Eric Evans
Roanoke, VA
John Foster
Charleston, WV
John Foster
Princeton, WV
John Foster
Austin, TX
Jim Franks
Coleman, TX
Jim Franks
Waco, TX
Jim Franks
Reno, NV
Ken Giese
Sacramento, CA
Ken Giese
Atlanta, GA
Bruce Gore
Jefferson, GA
Bruce Gore
Rome, GA
Bruce Gore

Jacksonville, FL
Larry Greider
Tallahassee, FL
Larry Greider
Fort Myers, FL
Jim Haeffele
Miami, FL
Jim Haeffele
West Palm Beach, FL
Arnold Hampton
Beloit, WI
Mike Hanisko
Wisconsin Dells, WI
Mike Hanisko
Corpus Christi, TX
Jack Hendren

Harlingen, TX
Jack Hendren
Victoria, TX
Jack Hendren
Pittsburgh, PA
Don Henson
Wheeling, WV
Don Henson
Dallas, TX
Doug Horchak
Sherman, TX
Doug Horchak
Morgantown, WV
Bill Jahns
Parkersburg, WV
Bill Jahns
Gladewater, TX
Bill Johnson
Cleveland, OH
Doug Johnson
Meadville, PA
Doug Johnson
Asheville, NC
Ron Kelley
Greensboro, NC
Ron Kelley
Hickory, NC
Ron Kelley
Jacksonville, NC
Clyde Kilough
Raleigh, NC
Clyde Kilough
Buffalo, NY
Scott Lord
Elmira, NY
Scott Lord
Bethlehem, PA
Paul Luecke
Philadelphia, PA
Paul Luecke
York, PA
Paul Luecke
Montreal, Canada
Graemme Marshall
Ottawa, Canada
Graemme Marshall
Cadillac, MI
Gary McConnaughey
Grand Rapids, MI
Gary McConnaughey
Kalamazoo, MI
Gary McConnaughey
Canton, OH
Chris Moen
Mansfield, OH
Chris Moen
Akron, OH
Dave Myers
Youngstown, OH
Dave Myers
Colorado Springs, CO
Larry Neff
Denver, CO
Larry Neff
Loveland, CO
Larry Neff
Grand Junction, CO
Jon Pinelli
Salt Lake City, UT
Jon Pinelli
Eureka, CA
David Register
Ruston, LA
Larry Salyer
Texarkana, TX
Larry Salyer
Kansas City
Greg Sargent
Columbia, MO
Greg Sargent
St Joseph, MO
Greg Sargent
Houston North, TX
Jim Servidio
Huntsville, TX
Jim Servidio
South Africa
Neville Smith
Worcester, MA
Paul Suckling
Ft. Worth, TX
Britton Taylor
Bismarck, ND
Herb Teitgen
Fargo, ND
Herb Teitgen
Ocala, FL
Richard Thompson
St. Petersburg, FL
Dave Treybig
Tampa, FL
Dave Treybig
Gladewater, TX
Ken Treybig
Bedford, PA
Tim Waddle
Columbia, MD
Tim Waddle
Lewistown, PA
Tim Waddle
Columbia, SC
Don Waterhouse
Florence, SC
Don Waterhouse
Cincinnati East, OH
Lyle Welty
Bentonville, AR
Roger West
Fort Smith, AR
Roger West
Mena, AR
Roger West
Henderson, KY
Mark Winner
Lexington, KY
Mark Winner
Louisville, KY
Mark Winner
Nassau, Bahamas
Kingsley Mather
Freeport, Bahamas
Kingsley Mather
UK
Paul Suckling (Senior Pastor)
Bahia Blanca, Argentina
Saul Langarica
Buenos Aires, Argentina
Saul Langarica
Cafayate, Argentina
Saul Langarica
Ezeiza, Argentina
Saul Langarica
Neuquén, Argentina
Saul Langarica
La Paz, Bolivia
Saul Langarica
Santa Cruz de la Sierra, Bolivia
Saul Langarica
Maloca, Brazil
Saul Langarica
Rio de Janeiro, Brazil
Saul Langarica
Concepción, Chile
Saul Langarica
San Carlos, Chile
Saul Langarica
Santiago, Chile
Saul Langarica
Talca, Chile
Saul Langarica
Temuco, Chile
Saul Langarica
Valdivia, Chile
Saul Langarica
Osorno, Chile
Saul Langarica
Bogota, Columbia
Eduardo Hernandez
Bucaramanga, Columbia
Eduardo Hernandez
Cali, Columbia
Eduardo Hernandez
Codazzi, Columbia
Eduardo Hernandez
Cúcuta, Columbia
Eduardo Hernandez
Medellín, Columbia
Eduardo Hernandez
La Plata, Columbia
Eduardo Hernandez
Quito, Ecuador
Eduardo Hernandez
Barillas, Guatemala
Luis Mundo Tello
Flores, Guatemala
Luis Mundo Tello
Guatemala City, Guatemala
Luis Mundo Tello
Jutiapa, Guatemala
Luis Mundo Tello
Quetzaltenango, Guatemala
Luis Mundo Tello
Acapulco, Mexico
Pablo Dimakis
Cancún, Mexico
Larry Roybal
Cd Juárez, Mexico
Pablo Dimakis
Cd Victoria, Mexico
Adán Langarica
Chihuahua, Mexico
Pablo Dimakis
El Oro, Mexico
Pablo Dimakis
Guadalajara, Jalisco
Adán Langarica
Jalapa, Mexico
Pablo Dimakis
Jalpa de Mendez, Mexico
Pablo Dimakis
León, Mexico
Adán Langarica
Mexico City, Mexico
Larry Roybal
Monterrey, Mexico
Larry Roybal
Navojoa, Mexico
Adán Langarica
Querétaro, Mexico
Adán Langarica
Reynosa, Mexico
Larry Roybal
San Luis Potosi, Mexico
Adán Langarica
Taxco, Mexico
Pablo Dimakis
Tehuacán, Mexico
Pablo Dimakis
Tepic, Mexico
Alberto Gonzalez
Mérida, Yucatán, Mexico
Larry Roybal
Gomez Palacios, Mexico
Adán Langarica
Barbados
Osmonde Douglas
Hong Kong
Dave Baker
Sri Lanka
Dave Baker
Jakarta
Jeff Caudle
Kuala Lumpur
Jeff Caudle
Auckland, New Zealand
Jeff Caudle
Bay Of Islands, New Zealand
Jeff Caudle
Christchurch, New Zealand
Jeff Caudle
Hamilton, New Zealand
Jeff Caudle
Wellington, New Zealand
Jeff Caudle
Singapore
Jeff Caudle
Nadi, Fiji
Jeff Caudle
Suva, Fiji
Jeff Caudle
Jamaica
Herchial Fisher
Blantyre, Malawi
Morgen Kriedemann
Lilongwe, Malawi
Morgen Kriedemann
Martinique
Joel Meeker
Mauritius
Joel Meeker
Napier, New Zealand
Art Verschoor
Botswana
Morgen Kriedemann
Johannesburg, South Africa
Morgen Kriedemann
Lesotho
Morgen Kriedemann
Lusaka, Zambia
Kambani Banda
Mumbwa, Zambia
Kambani Banda
St. Lucia
Arnold Hampton
Bricket Wood, UK
Peter Hawkins
Chelmsford, Essex
Peter Hawkins
Coventry, UK
Peter Hawkins
London, UK
Peter Hawkins
Kitwe, Zambia
Kambani Banda
Harare, Zimbabwe
Morgen Kriedemann
Arequipa, Peru
Manuel Quijano
Chimbote, Peru
Manuel Quijano
Huaraz, Peru
Manuel Quijano
Lima, Peru
Manuel Quijano
Tacna, Peru
Manuel Quijano
Trujillo, Peru
Manuel Quijano
San Salvador, El Salvador
Luis Mundo Tello
Montevideo, Uruguay
Saul Langarica
Barquisimeto, Venezuela
Eduardo Hernandez
Bakersfield, CA
Paul Carter
Stockton, CA
Paul Carter
St John's, NL, Canada
David Smith
Birmingham, AL
Tom Kirkpatrick