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))."

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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.