Tuesday, January 19, 2016

Divine Word Violates Own Bylaws in Operation

In the Not For Profit IRS tax return filed in 2013 below, Part VI Section A 1a. asks the following question:

Enter the number of voting members of the governing body at the end of the year.

Divine Word entered:  2

Further, Part VII Section A lists the Directors and Officers as:

Gene Church  - Board Member and President
Jeaniene Church - Board Member and Vice- President

Divine-Word 2013 Return

However, in the Corporate bylaws below obtained under a public records request from Divine Word Article V Section 1 of the bylaws states:

"There shall be a board of directors of not less than three reputable persons who are elected annually to administer the affairs of the corporation."

Divine Word is violating this requirement of their own bylaws.

Further Article V Section 2 of the bylaws states:

"The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as the Board of Directors may determine and as may be elected in accordance with the provisions of this article."

Again, Divine Word is violating this requirement of their own bylaws.

Divine-Word-Communications-Bylaws

So what are the implications of these failures by the Churches and Divine Word?

First, there is a doctrine called ultra vires. It is a Latin term that essentially means that acts outside the permissible scope of authority set forth in the governing documents is unauthorized activity that cannot be ratified by the board. As an example, if a nonprofit enters into a contract that is outside the scope of its permissible activities, the contract could be voided. While there may be other arguments that could be raised to enforce an ultra vires contract, acting “ultra vires” puts the nonprofit at risk as well as those that are entering into transactions with it.

Second, if directors act in ways that conflict with the nonprofit’s governing documents, they may be opening themselves up to an argument that they are breaching their fiduciary duties including the duty of due care and the duty of obedience. In most states, fulfilling one’s fiduciary duties is a prerequisite to a statute that basically says the board members can’t be held personally liable for their mistakes so long as the mistakes were made in good faith, out of loyalty and obedience to the corporation, and with due care. By failing to fulfill their fiduciary duties, the directors risk personal liability for any harm caused by their actions.

Read more: http://charitylawyerblog.com/2010/07/14/nonprofit-law-jargon-buster-ultra-vires-acts/#ixzz3xiK7i5BR

We seem to have a problem with Divine Word and its actions.






2 comments:

Anonymous said...

Great job City Council for vetting this nutcase before you gave him a cheap deal on over 6 acres of city owned property for $600 per month, plus you are letting the Parks Department mow all his grass for FREE, and he didn't pay any rent for 13 months on his lease (thanks Maren for uncovering the real story).

Anonymous said...

the City ADMINISTRATOR does not know what he is doing! Ask Code enforcement! Olson ignores issues facing the city and ignores department heads issues and concerns.