Tuesday, April 22, 2008

"Skulduggery in San Joaquin?"

From the Anglican Curmudgeon, what's going on in San Joaquin? [boldface mine]

Something mysterious (well, not really---but read on) has happened with regard to the corporate entity recognized under California law as the religious corporation sole associated with the Diocese of San Joaquin. Under California law, a "corporation sole" is a special kind of corporation---with just one shareholder, one officer and one director, who are all one and the same person---that can be formed by "a bishop . . . of any religious denomination, society, or church, for the purpose of administering and managing the affairs, property, and temporalities thereof." (Calif. Corp. Code section 10002.)

There has been a corporation sole for the Diocese of San Joaquin in California ever since 1911. Each time a new bishop is elected, there is an amendment to the articles filed by the new bishop, naming him as the successor to the position. When the Rt. Rev. John-David Schofield was elected Bishop in 1988, the articles were amended (albeit in 1992); and preceding the first convention vote in December 2006 to change the Diocesan Constitution, the articles of the corporation sole were amended in March 2006 to change the method of electing his successor. (That amendment caused four other Episcopal Bishops in California to issue an ultimatum to Bishop Schofield that they would file a presentment against him unless he rescinded the changes---the documents may be seen here.) On January 22, 2008, Bishop Schofield filed another amendment to the articles, changing the name of the corporation from "The Protestant Episcopal Bishop of San Joaquin, a Corporation Sole" to "The Anglican Bishop of San Joaquin, a Corporation Sole."

Now, quietly and without any fanfare, the Secretary of State's Web site lists the corporation again under a new name as of April 8, 2008: the name has changed back to "The Protestant Episcopal Bishop of San Joaquin, a Corporation Sole". Further research with this filing shows that it lists the sole member of the corporation as the Rt. Rev. Jerry A. Lamb, in Stockton, California, and that its agent for service of process is attorney Michael Glass of San Rafael, California.

Without its amounting exactly to "a shot heard round the world," it thus appears that an opening salvo in that new, non-Pauline but chiefly Episcopal sport---of suing each other in secular courts---has been fired. In order to file the amendment with the Secretary of State, the law requires that:
The chief officer of the corporation shall sign and verify a statement setting forth the provision of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.

(Section 10010; emphasis added.) In other words, the Rt. Rev. Jerry Lamb has sworn to the Secretary of State that only he has the right to govern the Diocese of San Joaquin, and that there is also only one such Diocese---namely, the one that elected him a provisional bishop on March 29, 2008. Where does this leave the unincorporated Diocese of San Joaquin that has withdrawn from The Episcopal Church? As far as the official record appears at this moment, the amendments which made Bishop Schofield the bishop of that Diocese are no longer in effect, since they have been changed by Bishop Lamb, who swears he has the authority to make those changes.

We must realize that the Secretary of State is just a middleman here, responsible for filing and indexing duly notarized documents---indeed, if they are presented in the appropriate form, the Secretary cannot refuse to file them. By this same token, Bishop Schofield could file new amendment papers tomorrow changing the name back again, and there could ensue a meaningless paper war. Which just means that this will have to be sorted out in the courts. . .

Read it all.

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