On December 8th at our Diocesan Convention the overwhelming vote to transfer from the Episcopal Church to the Province of the Southern Cone was passed. At that time I became a member of the House of Bishops of that Province. Therefore, the Standing Committee, which is my council of advice, must be composed of clergy members who are Anglican priests of the Southern Cone. This is required by Diocesan Canons and the Archbishop of the Southern Cone of South America, who writes:
“In welcoming you to the Province of the Southern Cone on December 8th it is my clear understanding that even though you are allowing a period of discernment for those clergy who are still undecided, it would be highly inappropriate for any officer or leader within the Diocese of San Joaquin to be currently undecided or clearly within the Episcopal Church and continue as an officer or leader. The requirement governing each diocese of the Southern Cone is that all members of Diocesan Council, Standing Committee, and those selected as representatives at Synod be recognized Members of this Province.”
The members of the Standing Committee were elected and seated prior to the convention’s overwhelming vote to accept the invitation of the Province of the Southern Cone. At the moment of ratification, qualification for service on Standing Committee, as well as elected and appointed diocesan leadership positions changed. Therefore, certain members of that Standing Committee who do not meet the above qualifications, by their own conscience, understood that they were not qualified to remain in those positions unless and until they can accept fully their membership in the Province of the Southern Cone. Every one of these former members of that Committee are strong, faithful and orthodox leaders within this Diocese who are taking the opportunity afforded them for discernment as parish priests and we thank them for their past, present and future service. Communication and correspondence related to the Standing Committee should now be directed to the new President of the Standing Committee, Mr. Ted Yumoto, at the Diocesan Offices.
–(The Rt. Rev.) John-David Schofield
Hmmm … interesting redaction. Yesterday the last paragraph of +Schofield’s statement (As reported on [url=http://www.episcopalcafe.com/lead/dioceses/san_joaquin_standing_committee_1.html]Episcopal Cafe[/url])
read:[blockquote]Therefore, this morning I received the resignation of those members of the Standing Committee who do not meet the above qualifications. Communication and correspondence related to the Standing Committee should now be directed to the new President of the Standing Committee, ———, at the Diocesan Offices.[/blockquote]
Maybe this statement from the Standing Committee members had something to do with the edit:[blockquote]During the Standing Committee meeting of January 19th, the Bishop determined that the elected members of the Standing Committee who had not publicly affirmed their standing in the Southern Cone [whose congregations are in discernment, some over the legality of convention’s actions] were unqualified to hold any position of leadership in the Diocese, including any elected office. He pronounced us as unqualified. No resignations were given. The question of resignations was raised and rejected. The members of the committee at this morning’s meeting were quite clear on this point, we did not resign, we were declared unqualified to hold office. [/blockquote]
The Episcopal Cafe report is to the effect that six out of eight pre-December 8 Standing Committee members have chosen not to join the new Southern Cone diocese. It’s hard to see where +Schofield has any authority to insist that they resign from the (TEC) standing committee:
• The Loyalist Six were never members of the Southern Cone diocese’s standing committee in the first place, so they can’t resign from that.
• And there’s no reason for them to resign from the standing committee of the still-existing TEC diocese; indeed, they have a lot of work ahead of them.
My SFIF post –
I’m not as surprised that the bishop acted as I am that the diocesan leadership did not follow. Did the bishop know this about his elected advisors? Did the inhibition change the lay of the land? Did the lack of clarity about status with respect to Lambeth Palace keep more on the fence than was previously apparent?
My main question isn’t about words like resign, quit, or release, but rather do these 6 “former members†still see themselves as still the members of the SJ standing committee despite the actions of the bishop?
Peace & prayers for ALL,
Susan, et. al.,
Realizing of course the whole question of semantics about resigning and firing whets everyone’s conspiracy theories … Could it be as simple as this …
Those of us who are priests in TEC, though we may desire to be somewhere else these days, have some questions about little things like pensions, life insurance policies with The Church Insurance Company, IRA’s/TSA’s with Church Pension Fund, and health insurance coverage.
I have only a few years left before I can retire. I counted it up. I stand to lose about $700,000 in cash and benefits if I get tossed out before I have my full 30 years in … even though I will be vested and can receive benefits after 65 … (I am eligible to retire at 55 with 30 years, but barring the full 30 I lose those extra ten years of benefits). And I’ve not yet heard what would happen to all my other accounts the IRA/TSA and extra Life Insurance and my Long Term Care Insurance. Don’t figure that if I was inhibited by my bishop he’d be any more generous when he sits on the Pension Fund board you see.
Just sayin’ sometimes there’s more to the thing than meets the eye. I’d need to be in some form of discernment too at this point.
#3 – they probably do “still see themselves as still the members of the SJ standing committee despite the actions of the bishop”, and could continue to do so until some cogent corporate mechanism forced them out through some qualification they didn’t meet in the bylaws or by replacement through elections. I think that this formal pronouncement of their “unqualification” ignores the obvious fact that they were qualified when elected and have actively done nothing to disqualify themselves. The simple fix for this is for the DoSJ to have a new convention and elect an new SC, but the logistics of that might be formidible.
4- there are other pension accounts into which tax sheltered income can be invested and switching jobs and to defined contribution plans seems to be a current secular trend. What you describe is a very common issue with many persons your age, so I’d not say that it is difficult to discern. I’m not dismissing the actuarial challenge, however.
This appears to be cluelessness, not deceit. In fact, DoSJ appears as being rather open about what they are doing, to their cost.
[i] Slightly edited by elf. [/i]
Yes Tom, they are more aopen about it now – but how would that have affected the decision process if people had known all that was involved? I think that is an open question.
8- I don’t think any of us will know “all that was involved” with any decision we make. For that, we would have to know the future.
I doubt any of those priests on the SC of San Jorquin have anything to fear. ++Katherine will be grateful for their experience and probably re-appoint them ASAP..
Meanwhile, Bonnie Anderson has probably already called them for directions to their churches.
As I understand it, there is still time for discernment for parishes and clergy. As for getting on with the ‘business” of the Diocese of San Joaquin, Southern Cone, there is no way for them to serve.
Its that simple.
Gloria
10- you are ignoring the fact that corporate governance is a function of elected committee members. Unless these members of the board commit misdeeds, they might not be qualified for election today, but they were elected to a secular corporate board in the past. Their service is based on that past election. Now if the diocesan can convince them that you are correct (which is consistent with the top level), so be it, and they then resign. But for some reason that avenue was not approached, nor by reports was the corporation’s by laws changed by the diocesan convention or even changes approved in the Standing Committee itself.
DoSJ was in a good position to say “we voted out of ecusa by diocesan convention” and take all the corporate assets in doing so. But they cannot have their cake and eat it also. In not electing a new standing committee, that same convention left the old one, warts and all.
This is not going to be pretty.
There is one thing I would add. Not only could Southern Cone supporters on the Standing Committee lose certain pension benefits, they may also find themselves personally sued by 815. That may be giving some of them pause. It would make me nervous, especially if I wasn’t 110% (so to speak) behind the Southern Cone decision.
Re #10: There is no need to “reappoint” them. Either they will go with the Southern Cone Diocese of San Joaquin (in which case there will be no vacancies to appoint them to, since the bishop has replaced them) or they will stay with the TEC Diocese of San Joaquin (in which case they have not resigned and the inhibited ex-bishop had no power to remove them). In fact, any who stay in TEC will be the Ecclesiastical Authority of the diocese in the absence of the bishop.
As I understand it, the reason why most of the Standing Committee Members could not unequivocally say that they are already communicant members of the Province of the Southern Cone is that their parishes are currently undergoing a period of discernment, at the specific invitation of the bishop. They had assumed that the diocese would not penalize anyone while that process was going on. However, the shots are now obviously being called from Buenos Aires rather than Fresno, and the Primate of the Southern Cone was not willing to wait.
I doubt that the local bishop would have voluntarily chosen to act in so high-handed a manner towards key members of the largest parishes in the diocese while they are still in the stage of discernment. What should have been a relatively straightforward process of ratification has now become a much closer question. The folks in these parishes now have to ask themselves whether the next order from South America will be to remove clergy and vestry members who are unwilling to commit to Southern Cone before their parishes have decided to join them. Will the top-down governance principles natural to Latin America be applied in North America? Will Abp. Venables now be arguing for control of diocesan or parish assets? How will the Southern Cone marriage canons be enforced? I strongly suspect that the Bishop of San Joaquin had hoped that nobody would be asking any of these questions until the separation from TEC was complete.
Re #11: I think you and I both see the same legal trap that Southern Cone is walking San Joaquin into. If the diocese and its parishes are indeed corporate entities that can manage themselves according to neutral principles of secular law, then Southern Cone has precisely the same authority that TEC does… none. If SJ acknowledges that it is subject to direction from Southern Cone, how can it deny that it was not subject to direction from 815?
15- I guess they would say “TEC was then, SC is now” and perhaps add “and ne’er the twain shall meet” in the spirit of Burns. I’ll leave it to the courts to figure out the legality. But I think your “same authority… none” is possibly accurate. The courts will examine closely corporate governance in the first instance. What external entities do to affect that comes as a secondary issue, at least in CA.
#16 Tom- “ne’er the twain shall meet” is Kipling, not Burns.
And in the spirit of Kipling, I hope San Joaquin crosses the great, grey, green, greasy river all set about with fever trees that is TEC, and reaches the Promised Land.
Now I recall “East is east…” etc…
[blockquote]In fact, any who stay in TEC will be the Ecclesiastical Authority of the diocese in the absence of the bishop.[/blockquote]
I think Dale is completely correct in this. Thus and therefore, they – and only they – will have the say about how any remnant shall function, who will give pastoral support, who will come in for episcopal ministry, etc. The PB and GC have absolutely no say whatsoever, if there is still a valid standing committee.
Interesting…..very interesting…
On has to wonder what the outcry would be if TEC applied the same rule to all its present leadership. “If you aren’t in our camp you can’t hold a position in our church”. That would certainly clear the decks.
To Tom Roberts, who seems to have a particular interest in the legal angle on all of this: FYI, the Standing Committee is not a corporate board in SJ. Their function is determined by the constitution and canons of the diocese, and by the province (whatever that may be, which is probably the real question at hand), but they have no particular standing under secular law. The legal corporate entity is a “corporation sole”–the Bishop is his own board.
Thanks, Fr. Dan. That throws a monkey wrench into the monkey business and leaves the Ordinary holding the cards.
20 – one has to wonder how anyone can believe they can remain part of the Standing Committee if they can’t make the commitment to be part of the Diocese as currently configured.
The question nobody has yet raised is what way are these parishes in discernment leaning? In discernment suggests that they are deciding. Are they waiting to see which way the wind blows and try to stretch things out to this summer (and see Lambeth)?
My point being that if these rectors and parishes have not yet firmly sided with TEC, I would suspect that the Remain Episcopal/815 Axis will likely try to dismiss them from the TEC DSJ SC also.
Corporate Governance? We are quite far from a conception of corporate governance– which, I might add, is an illusory protection as the corporate board is selected by management and their duties are limited. I could go on, but I won’t. The law of non-profit governance is much more complicated than Dan+ implies in an earlier post and it could get interesting. But, right now it is not because the claims just aren’t there.
I’m interested in how this whole thread is a post pointing us to an unconfirmed comment to a post (on another website) rather than a real statement by the Bishop. Seems odd to me. Why not wait for the Bishop to give his point of view?
Pax,
Ken+
21- Thank you for clarifying that critical point, which makes any pronouncement by the diocesan on the qualifications of the standing committee members final. It also makes KGL+’s 26 somewhat of a non sequitur, but as KGL won’t go “go on.. I won’t” either.
26- “Why not wait for the Bishop to give his point of view?”
He did, in the top level. Or, what do you expect from a web site, in person depositions?
Ha, Tom, I actually occasionally think a bit of Yogi Berra has gotten into me.
However, the corporate sole form is a legal conception found quite frequently in the Roman Catholic Church. It is primarily a distinction regarding PROPERTY. I have never seen it in the Episcopal Church. Of course, that doesn’t mean it isn’t used. However, I am familiar with the ordinary Episcopal “corporation” appointed by the bishop and approved by the convention as per non-profit state law. I’m not terribly familiar with either the CA law or how the San Joaquin diocese operates but I will offer my assumption that the diocese does not operate with the bishop as the corporation sole. It may have chosen that form under the Southern Cone, but it is not normal in ECUSA and there are issues in changing form. If it were a corporation sole, he would have total control over property regardless of any supposed trust claimed by ECUSA and the property of the diocese (i.e. a parish) would be “his.” Again, this is not a legal opinion based on CA law. It is just an assumption and an observation. Further, change in affiliation of the diocese makes the question even bigger.
Thus, I think I can accurately be described as often giving a non sequitur. On this issue, I think I’ve raised legitimate issues. I don’t know the legal training of Dan+ and I don’t know of his familiarity with CA law… he may well be right. I am at least inclined to think there are some real issues here.
As for statement from the Bishop. Yes, I would like a post to a direct statement from him rather than a cite to a comment on a post on StandFirm. I simply want to be sure that the facts are actually facts. This is likely overkill but I’ve been way too quick to jump to conclusions and I don’t want to do so in this regard. I very well may be overly cautious, but I would like an official statement from the bishop. Be well.
-ken +
28- I’d definitely agree that CA corporation soles seem to definitively contradict the intent of the Denis Canon, as they rely on the intent of one man who could easily change provinces. In fact, I wonder if such corporate boards could legally switch denominations without bringing up fiduciary trust issues. However in this case, I do think we are seeing a corporation sole changing, unilaterally, its advisory board contrary to your “my assumption that the diocese does not operate with the bishop as the corporation sole”. I recollect in the past this corporate form being mentioned wrt DoSJ, and didn’t think much of it months ago. Now I do think it is very significant. In fact, it is so significant that it might be the primary motive for Schofield’s inhibition.
I just was shown by Tom (thank you) that the comment comes from the Canon to the Ordinary and was posted to StandFirm under the Canon to the Ordinary’s name. I’ll accept that this is true and that the Bishop’s statement is truly his statement. I really do wish it was on a website or attributable e-mail — I think this makes things easier for all of us and clearly avoids any potential abuse. Regardless, I do want to say that I retract my earlier comments questioning from where the statements came. Again, thanks for the clarification, Tom, I missed it in an earlier post.
-ken +
If it is a corporate sole it is SUPER SIGNIFICANT. I really am surpirsed, though, that they would’ve gotten away with it given ECUSA’s position for a number of years. Again, I’ve never seen the corporate sole form in ECUSA and I’ve love to hear of certain examples of it. In some research I’ve seen corporate sole forms to avoid liability but again it was always in the Catholic Church. I really do wonder what claim 815 has, though? To whom in New York could he owe a fiduciary duty given this form? How can ECUSA claim a fiduciary duty? And as I said, I think the fiduciary duty is way overstated. I truly don’t know. Does anyone have any thoughts? I don’t know of any precedent either but I’ll hit the old Westlaw tomorrow and see if there is anything. This could make a very interesting article. Regardless, it is interesting to think about (very interesting and much more interesting than the vanillla CA non-profit law I thought we’d be dealing with as evidenced by my earlier post). Perhaps we have a very interesting legal question? Oh well, Time for bed.
Pax,
ken +
Ok, folks, An admission— I WAS WRONG. (I would have added bold text if I knew how to do it.) It appers that what we are dealing with I did a little research and as unlikely it might be thoought, we do have a sole corporation; As the chancellor writes to +Dorsey (and it pains me to acknowledge him as a bishop), “Next, the complaining bishops take issue with an amendment to the articles of incorporation of corporation sole. Corporation sole is completely secular in nature and therefore completely irrelevant to Canon IV.9. The complaining bishops are either mixed up on this point or they are not receiving appropriate legal advice, or both. Let me briefly explain. The Diocese of San Joaquin is a California unincorporated association. The California Corporations Code authorizes the creation of a corporation sole for the purpose of protecting and preserving the property of the unincorporated religious association; here, the Diocese of San Joaquin. The amendment has to do with the succession of the chief officer of corporation sole. The amendment does not in any way change the constitution and canons of the Diocese of San Joaquin which provide for the election of a bishop. Even assuming there was some error in the language of the corporation sole amendment, it has no impact on the diocesan constitution and canons. Moreover, I believe the current amendment to corporation sole is consistent with the Diocese’s constitution and canons so I fail completely to see the point, let alone how this translates into an abandonment of the worship of the Church.” Again, I WAS WRONG. And I am working (with others) on a variety of legal issues that very well might help the orthodox in ECUSA.
Pax,
KGL + (ken)
re: posts at 11:55pm & 3:33am: a sleepless night for KGL?
I understand that when a new Roman Catholic bishop is installed in the United States he has to sign legal documents declaring that when he ceases to be bishop (whether willingly or unwillingly) or ceases to be in the communion of the (Roman) Catholic Church, he loses ipso facto his position as Corporation Sole, and hence that he could not take any of the property or assets of his diocese with him, if he had a mind to do so.
I am not a lawyer (so lawyers please correct me), but if Bishop Schofield is Corporation Sole of the property of the Diocese of San Joaquin, and if he never had to sign any legal document such as those that Catholic bishops (as above) have to sign, then why can’t he “take the diocese and run” to the Southern Cone, and along with him take “the spoils of Egypt?”
Forgive me if I’m wrong, but isn’t timeline important here?
1) Standing Committee members elected to Dio of SJ
2) Council of DoSJ — which elects SC members — declares DoSJ to be out of TEC and in to Southern Cone.
3) Standing Committee is bound by acts of council, and therefore, by act of council, becomes a Standing committee of a Southern Cone Diocese.
So maybe the lawyers like James W could help me here. If the majority of the standing committee opposed the move, wouldn’t there only legal redress be to sue the members of Council?
Whatever one thinks of DoSJ’s decision, it seems to me there is only a problem if the SC members have decided to ignore their own polity and the will of the Council that elected them.
Br_er Rabbit, 2:33 not 3:33. But, yes it was a bit of a sleepless night. I was working a project that had to be finished and instead of spending all my time on it– i spend significant time here on T19. (-:
Pax, Ken+
Fr. Martins (#21) refers to the constitution and canons of the diocese and claims that they don’t apply to a corporation sole. But the constitution and canons of the Diocese of San Joaquin have never been posted on their website. If he has them available it would be a great service to post them so that everyone would know what they provide.
As for the bishop being a corporation sole, I note that according to California’s Secretary of State, “The Protestant Episcopal Bishop of San Joaquin, a Corporation Sole” is an active corporation and has been on file since September 4, 1911. So (a) this is not a new entity invented by Bp. Schofield and (b) to the extent that Bp. Schofield is no longer a Protestant Episcopal Bishop it would seem that he is disqualified from holding that position. I am sure that that corporation has relevant provisions regarding this in its own certificate of incorporation and bylaws, but again these are not publicly available. Again, can you enlighten us, Fr. Martins?