Robert Klitzkie, Esq. 22 Ball Ct, Yigo, GU 96928 (671) 653-6607 May 8, 2016 John Camacho Director of Revenue end Taxation Re: Improperly amended Redemproris Mater Aricles of Incorporation ‘Dear Mr. Camacho: ‘A corporation sole is NOT s human being Iti fictive entity as is anyother corporation. ‘Aa archbishop IS a human being, I bring to your atteaton several papers bearing various ‘names all of which inclade tbe words “Redempforis Mater™ which ate at best anomalous ‘but ean be viewed with suspicion. _Redemptoris Mater 1. Ou November 27, 2002, articles of incorporation forthe frst set of ‘Redempioris Mater papers (T) were accepted for filing”. The initial paragraph of those aricles reads: “These Articles cetly tht the undersigned, Antbouy S. Apuroa, OFM CAP., D.D., Incumbent, Archbishop of Agana, a Corporation Sole, being cover the age of eighteen (18) years, dors hereby form a nonprofit Corporation under and by virtue of the provisions of the Guam Nonprofit Comoration, Act 18 G.C. A. § 10101, for «lawl purpose other than pecuniary profit ee hereinaQer stated, and to that end certifies the following Articles as follows.” ‘Redemptoris Mater Il, On January 29, 2015, articles of incorporation fr the iat set of| ‘Redemptoris Mater papers (I) were accepted for filing. The initial paragraph of those ‘smiles reads: Archbishop Anthory Sablan Apuron, OFM Cap. DD. does here form & ‘nonprofit comporetion under and by virtue ofthe Guar Nonprodit ‘Corporation Act 18 G.C.A,§ 10101, for a lawful purpose other than pecuniary profit asherinafr stated. [NB a Redemptoris Mater I he words 8 Corporation Sole do NOT appear. The one who formed Redemptoris Maer I. is a NOT a human being. It is a fictive entity, ie. a corporation,‘The one wiho farmed Redemproris Mater I. IS a human being, ie. Achbishop Anthony Seblan Apuroa (Apuron.) Apuroa is nota corporation sole, he isa natural person. In ‘Redemptoris Mater In Corporation Sole was the one tht formed the corporation. In Redempioris Mater I natural person, Apuron, was the one who formed the corporation. ‘As explained if, thie jurtapocition of () 2 Corporation Sole and (I) Archbishop ‘Anthony Seblan Apuron ia the formation clauses of te two articles of incorporation is at ‘est confusing 2od at worst dangerous. “The acknowiledgemens signed by Apuron for Redempioris Mater Land TI are of litle help as each shows him signing es «natural person not as corporation sole. Cf bylaws ‘of November 25, 2002 [Atcle V of Redemptoris Mater 1is labeled NO MEMBERS and states: ‘The sole member shall be the Roman Catholic Archbishop of Agana, (the ‘membes). This Corportion shal be chartered on a non-stock bass [Astcle VI of Redemptoris Mater Is labeled NO MEMBERS and sates “The sole member shal be the Roman Catholic Archbishop of Agana, (the smembe). [Atcle XII of Redemploris Mater Is labeted Incorporsior and states: The nane and address of the incorporaior is Anthony $. Apuren, OFM CAP.,D.D,, Incumbent, Archbishop of Agans.. However, Article XI of Redemptoris Mater Il is labeled Incorporstr and sates: ‘The name and address of the incorporaor is Anthony $. Apuron, OFM CAP. D.D,, Incumbent, Archbishop of Agana, a Corporation Sole... Here the question becomes what effect does Article XII have on the formation ‘paragraph? “The ownership of very valusble real property is involved hore as 1, and others, ‘ainuin that Apuron, by-meane-of a documens called Declaration of Deed Restriction, iliitly conveyed the fee for this realty in Yooa. to Redemproris Mater: 90-2-RL-RNEW-3 902-R1-2-R1-RNEW-RS 90-2:RL-RNEW-L-R/W 90-2, RLRNEW.2. RW ‘Therefore ifthe formation paragraph in Redemploris Mater Ti, vice Article XU, i Contolling, Apuron isthe member in a single member corporation with all the powers‘that that entails. While there are probably many more concerns, I bring two to your attention: ‘+ Ifthe fomation paragraph is controling in Redemproris Mater I x successor archbishop to Aporon, although acceding tothe incumbency of the Corporation Sole, would have no suathorty with respect to Redemptoris Mater ‘+ As per supra, there is possibilty of litigation involving the referenced realty in ‘order to return it fom the ownership of Redemptoris Mater to the patrimony of ‘he Archdocese of Agate (Le. the Corporation Sole) [See endnote 4) 1 would be a waste of money and judicial resources to spend time on determination of the proper parties agnnst whom te Itgaton should lie. ‘Surely there's enotgh confusion to go around as Article XI. INCORPORATOR contains fa ecilal hat “The name and address ofthe incorportor is ...Apuron...A Corpontion ‘Sole.." however Apuron did not execute the Articles as a corporation sole but as sa ‘individual. To frter add to the confusion it eppoars that notwithstanding his use of the ‘lloring language inthe formation paragraph: “does bereby form a nonprofit corporstion under and by virtue of the provisions of the Goam Nonprofit Corporation, Act 18 G.C. A. § 10101,.. be has atempied to camouflage a § 10101 nonprofit corporation so that tothe unintisted ye it has te trappings of an 18 GCA § 10102 corporation sole! Here's an example: “These Aicles certify the following for purposes of complying with § 10103 of Tile 18 ofthe Guam ofthe Goam Code Annotated ofthe Guam "Nonprofit Corporation Act. [se] ‘There follows a list, @) thorough (¥) which tracks 18, GCA (@) through (€) which stanutoiy ere the required facts which must be shown inthe articles of incorporation for ‘corporation sole but are superfizous in en 18 GCA.§ 10101 nonprofit corporation. ‘a () ‘Apuroa igenifies himself as “the undersigned” and states that he isthe Incumbent ofthe fon Sole but quaere, what effect given his signature as an individual and the sibsence of en ecimowledgment stating that Corporation Sole executed the amendment? ‘NB that real Corporation Sole was incorporated in 1971, amended in 1986 to show ‘Bishop Feliberto Fores asthe incumbent and in 1996 to show Apuron as the incumbent. ‘As a Catholic, the problematic nture of the formation clause in Redemptoris Mater 1 is fot merely a scademic question. 1, slong with many other Catholics, am concemed bout Apuroo'siliit tansfer of the fee of the referenced realty from the Corponton Sole to Redemptoris Mater 1. Ta that case the Corporation Sole formed Redempioris ‘Mater |. That concem is magnified by the specter of Apuron os an individual now foming Redemporis Mater I by amending the articles of incorporation Redempioris Mate‘My interest inthe January 29, 2016 Amended Articles of Incorporation, ie. Redempioris ‘Mater, was piqued by the’ sppearance of Giuseppe Genntrci, a” member of the "Neocatechumenal Responsible Team for the United States (see Board of Guarantors) on ‘the “Mornings With Pati radio talk show on K 57 Thursday. Gennarin’ aserted on the radio show that attempted to camouflage 2 § 10101 nonprofit corporation so that to the ‘uinitised eye it has the trappings of an 18 GCA § 10102 corporation sole! was 8 corporation Sole and thatthe amended articles would so show. T was operating off the June 29, 2004 amended articles. That afteroon I went to the appropriate counter in your 4zpartment and found the January 29, 2015 smended Articles. Although what Geanarini said on “Mornings With Patt” was completely inconsistet with our law, it was consistent with, as stated supra: ‘An “attempt. to camouflage a § 10101 nonprofit corporation so that to ‘the uninitiated eye it ha the trappings ofan 18 GCA § 10102 corporation sole!" In any case Redemporis Mater is oot a corporation sole. It is an 18 GCA § 10101, ‘onproSit corporation originally formed by the Archbishop as the incumbent of the corporation ole but aw sujet to amended aces sbtting the Artsbop ins In closing I petition you pursuant to § 21 of the Organic Act (48 USC § 1423k ) wo tke such action as is within your authority conceming the corporate papers for Redemproris ‘Mater In addition tothe matiers set out sbove I've listed ine pos script other matters that also require your attention. Vi 2S, Lied tlow ae vaons pars of Redomptris Maer Land I wich eit yur see There is no provision in our coroat Iw tat allows an amendment tothe fomation paragraph that changes the name of the one who formed the ‘paragraph. 18 GCA §§ 1103 and 4109, See 18 GCA § 8104. “Applicaion of General Corporation Law. The provisions of the General Corporation Law {Chapter I through 7of this Par. 2. There is no authority in our law for aboard of guarantors the powers of which exceed thooe of the bosrd of directors, 18 GCA § 2205 3. Thesignature blocks are anomalous. 4 Signatures that require aclnowiedgement aren't acknowledged. 18 GCA § 2108 5. None ofthe named directors signed. 18 GCA § 2108.6 Supporting papers e.g certificates of amendment are omitted, 7. __Redemproris Mater I assers its duration as “perpetual.” 18 GCA § 2105 (4) 5 The Redemplrs Mater Howe of Formation, Archlocre of Aga wes ncrponted on November 27, 20124 Redenporis Mater L) On Jouty 23, 013 amended sce were led for To Remo Matt Sain, Archon of Aue ( Redanprt haa 1) On Iicy 39,200, eet Sto uel ‘tks wee Hed Those wiles test dacued bere The an Redenports Moe ftw ree fesoferses Sia oca $5 2104, 2112. 92111, Compre » See Brea lept opinion May 13, 2013, 186A § 10103 Property te Held in Tr. From and atthe Filing withthe ectr of Revente & “anata ofthe sid ales of isarportion, verily alla er afin sfc ad companied bythe copy ofthe commision, cae of eatin, of esa spine of sp, ‘hie pre or presng ele, duly ced as presatbed in 10108, sch bebop, cet pit, rein cdr, a te ease my be, sal become corporation saan all tapos, eased ropes ofthe elo denomlatn, soley. ochrch heretofore mstredor nage yh as Sch bsp, chit priest presiding ler hl be Rll nts by him tw crpotion nee he se pes, beboot, and sole beet of his rliiourdonomnun, sxe. chu ncn hepa ‘Shoo cles, ran ays, panonages and cemeteries eroRECEIVED wow 27 2002 1% OS EBV. TAK ARTICLES OF INCORPORATION — COVIGE UAE OF ‘THE REDEMPTORIS MATER HOUSE OF FORMATION, "ARCHDIOCESE OF AGANA, ‘A. Guam Nonprofit Corporation “Theo Atisln crt that the undaignd, Anthony 8. Aparon, OFM CAP, DD. ‘ncombeat, Archbishop of Aga, a Caption Sole being over the ag of eghtem (18) ‘es, oot heey form snap arpaton under eat by vite of te provisions of the Gams Nonpeoit Corpontion Act 18 G.C.A.§1010}, fra wl purpose other an poruniny prot es hema saad endo tat end Certifies the flowing Acts 5 ‘allow ARTICLE] NAME “The nmne of the Corporation t THE REDEMPTORIS MATER HOUSE OF FORMATION, ARCHDIOCESE OF AGANA, a Guem nosprofit eorprstion. ARmcLE ‘PERIOD OF DURATION “The duration of tbe Comprsio hal befor fy (50) youre. ‘ARTICLE I ‘PURPOSE ‘The pups ofthe Corortion sal eto extabish md conduct a House of txmation to peers men for ie iesinod fr th pew evangelization felling te fe mn ‘action of te Neveatcamnenal Way in accotnce with the precepts of te Roma Cabaic Tait. The Corporation may ows, le or olerwive procure all sch rel and pasa ‘pope ey be nee fo ey on any ofthe Corporation's business, ARTICLE IV ‘POWERS OF THE CORPORATION 1 frtharece ofthe fregeing pusposes mn objectives (out not otberwise) and subject othe estcion sl forint rcs, te Corporation sal ave ead my exercise [Slots powers now or neler confred upon nosproficeoxpeations organized der the [Ges of Gum cod may do everyting tacenry or convenient forthe accomplishment of 9=D smh AMENDED ARTICLES OF INCORPORATION | gan? OF ‘THE REDEMPTORIS MATER HOUSE OF FORMATION, ARCHDIOCESE OF AGANA, A Guam Nonprofit Corporation ‘These Articles crty thatthe undersigned, Anthony 5, Apuroa, OFM CAP, DD., Incumbent, Archbishop of Agama, a Corporation Sole, being over the age of eighteca (18) year, does hereby form a nonprofit corperiion under and by virtue ofthe provisions Of the ‘Guam Nonprofit Corporation Ac, 18 G.C.A. §10101, for lawful parpore other thn pecuniary profit as hereinatr staid, and otha end certifies the following Ariel ss fellow: ARTICLE ‘NAME ‘The name of the Corporation is THE REDEMPTORIS MATER HOUSE OF FORMATION, ARCHDIOCESE OF AGANA, a Guam nonprofit corporation. ARTICLE ‘PERIOD OF DURATION ‘The dartion ofthe Corporation shall be for Rift (50) yeas ARTICLE MI PURPOSE, ‘The parpose ofthe Corporation shal be oexablsh and conduct « House of| ‘formation ta prepare man fo the pristhood forthe new ev=ngslisation following the ie an practice ofthe Neocatechumienal Way in socordace withthe precepts ofthe Roman Caolic faith. The Corporation may ow, leate, or otherwise provi all such real and personal property as may be necessary to cary oa aay of the Corporaon’s business. ARTICLEV POWERS OF THE CORPORATION {In farherenceof the foregoing purposes and objectives (bt not otherwise) and subject tothe restictions st forth inthis eile the Carportion shall have nd may exercise allo the powers now or hereafter confered upon uonproft corporations organized under the ‘avs of Guam and may do everything necaseary or convenient forthe accomplishment of tyAMENDED ARTICLES OF INCORPORATION OF ae THE REDEMPTORIS MATER SEMINARY; ARCHDIOCESE OF AGANA Se acres ‘Archbishop Anthony Sablan Apuron, OFM CAP...D.D. does hereby form a nonprofit ‘Corporation under and by virtue ofthe provisions ofthe Guam Nonprofit Corporation Ack. ISGL.CA. $10101. fora lawl purpose other than pecesiary profit as heremafier tated. nd to that end certifies the following Articles as Fallows ARTICLE! NAME “The nsme of the Corporation is ‘THE REDEMPTORIS MATER SEMINARY, ARCHDIGCESE OF AGANA ‘A Guam Nonprofit Corporation. ARTICLE PERIOD OF DURATION “The duration ofthe Corporation shall be perpetual ARTICLE ITE PURPOSE “The purpose ofthe Corporation shal be to establish and conduct a House of Formation to Prepare men for te priestiood forte new evangelization fllownng the life and practice ‘the Neoestechumenal Way. in accordance with te precepts ofthe Roman Catholic faith. ‘The Corporation may awe late or otherwise procure all such real and personal property ss may be nacessary to carry on any 3f the Corporation's business. ARTICLE IV RELATIONSHIP TO ARCHDIOCESE OF AGANA “The Corporation an archdincesan seminary ofthe Archdiocese of Agana,_ 4G PP tne Arcupiocese oF Acta 7 CHANCERY OFFICE, 8 28 fig 3 JOHN. caMACHO of Director Department of Revenue and Taxation ‘Government of Guam 0, Box 23607 Gm, Borgnds GU 96521 Re; Correction of Amended Arles of incorporation ofthe REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA Dear blrator Camacho: | was recent informed about some errors referenced in the incorporation documents related to the Redemoters Mater Seinary, Archdiocese of Agana, « Guam Nonprfit Corporation ("Corpration”). opeers that there were diferent names rynonymoualy used i reference to the same Corporation, ‘esalng from the canon erection of the Seminary, under Church Canon Law. and its Incorporation Ger Gm low, would sto deta the errs that occured for purposes of encring thet the proper Corrections are made in reference tothe Corporation, and that for Your records ils dear that the Corporation and its ether dos names, "Rademplors Mater House of Formation, Archdiocese of Agena" tnd "The Redemptoris Mater Archdioceran Missionary Seminary af Guam” refer to the Corporation = Redemptors Mater Seminary, Archdiocese of Agana. December 8, 1999 | decreed the erection of The Archcloasan Missionary Seminary Redemptors Mate. “+ November 26,2002 Incorporetion of Redemptoris Mater Seminary, Arcndloces of Agana + November 27,2002 Bylaws of Redemptors Mater Seminary, Archsocese of Agana ‘+ Novernber 29,2002 Incorporation Cetfiate, Charter No: D-14212 + janwary23,2008 Amendment to Articles of Incorporation, eroneously using “The Redemptors Mater House of Formation, Archdiocese of Agana." The Correct name should have bean "Redemtoris Mater Seminary, ‘Rechdigcese of gana.”1+ Februsry 25,2004 Certificate of Transocting Business under Fictitious Home DBA Erroneously referencing the name of the Corporation 2s “The Redemptoris Mater House of Formation, Archdiocese cf Agana” dbs “The Rademptoris Mater Archalocesan Missionary Seminary of Guam" ‘the correct reference should have reed -Redemptors Mater Seminary, ‘Archdiocese of Agana doa "The Redemptris Mater House of Formation, ‘archdiocese of Agana” and “The Redemptor Maier Archdlocesy Missionary Seminary of Guan” (on todey's date, thave also caused an AMENDED ARTICLES OF INCORPORATION forthe REDEMPTOR'S [MATER SEMINARY, ARCHDIOCESE OF AGANA to be lodged with the Department of Revenue and Tanation. "The Corporation also herewith submits Rs Corfeate of Transacting Business Under Fetitous Name —DBA dated and notarized on today’s date. \Witn sincerest apologies on any confusion these errors may have cause, | trust that this elaieation| Bnd correction wil retolve any questions on the corect name Of the Corporation. If You have 3a Questions, please to not hetate to adie ne Imenadty. Servs Tus we lollite Lbollun Gull ‘Archbishop of Agana’ feuory 39,3018 Letter to Department of Revenue an Talon vane zor