Everybody Makes Mistakes, Part 4: Hiding Mistakes Never Ends Well

When people make mistakes, their first inclination is to hide.  This is "as old as Adam", as the saying goes,  perhaps because Adam and Eve hide from God after making their mistake with the "Tree of the Knowledge of Good and Evil".  The second question recorded in the Bible is designed to flush out and bring to the surface both the one hiding, and the mistake that caused him to hide: "Who told you that you were naked?"  After admitting his shame at being naked, Adam keeps trying to hide, coming up with more excuses and obfuscation: the serpent, this woman you gave me, etc.  All of which increases the shame, and the guilt, and the mistakes.

Adam's problem here is our problem as well, and the consequences of the fall continue, including our condition of sinfulness, which is expressed in our shame and hiding from God, which then continues the cycle described above and in other posts on this blog.  One secular analogy to God's second question to Adam is the "Watergate" interrogatory: "What did you know, when did you know it, and who did you tell?"  The length of time between each of these parts, usually documented by a paper trail, flush out and bring to the surface the one hiding, and the mistakes that caused them to hide.

From the paper trail that we can find, it appears that the president of the Minnesota South District knew about the problems with their Articles of Incorporation prior to their 2009 convention.  But no record can be found of any discussion of the void and invalid articles in the minutes of their directors meetings, or the convention proceedings from 2009.  This raises more questions for the president of the corporation (the District President):

1. When did you become aware of the problems with the Articles of Incorporation?  In 2006 before, during, or after the convention?

2. Did you share this knowledge with your voting members at any time so they might be asked for a remedy, or did you take some kind of action to attempt to correct this problem without informing them?

3. Did you share this with your members in convention in 2009, along with the fact that you had filed the changes using your sole (invalid) authority in 2007, and allow the convention in 2009 to remedy this?

4. Did you share this information with your Directors at any time prior to their action to sell the property?

5. Who else was aware of the unfiled amendment changes?

6. Did you seek advice concerning how invalidly filed amendments to articles would affect an action taken by the board or officers relying on those invalidly filed amendments?

7. Did you tell Synodical President Harrison and Minnesota North District President Fondow that Minnesota South had the right to sell the property at 1101 University Avenue?

8. Did you also tell them that this was based on amendments to articles you filed on your own authority and discretion without informing your pastors, congregations, or directors?

9. Did you share this information with other officers of the corporation?  Which ones, and when?

Luckily, we now have a paper trail that can answer some of these questions in the sworn affidavit given by the president to the Fourth Judicial District Court of Minnesota on May 7, 2012.  Here is section 36:

So presumably we have in this affidavit an answer to question 1: the president knew as early as 2006 about the problem, soon after the convention.

The answer to question 2 ("Did you share this knowledge with your voting members at any time so they might be asked for a remedy, or did you take some kind of action to correct this problem without informing them?") is given in the sections 39 and 40 of the affidavit:

So the answer to question 2 is "No, I did not inform them or ask for their remedy, and yes, I acted on my own to try to fix this problem".

As demonstrated in earlier posts from the publicly available documentation, both the 2007 and 2009 attempted filings for record with the Secretary of State have insurmountable defects and problems.  Number 40 of this affidavit compounds has already been proven to be demonstrably false from the attempted 2007 filing itself:

http://blog.friendsofulc.org/2012/06/everybody-makes-mistakes-part-1.html

Previous conventions have never approved "Article III, Section 2: Meetings, a", which the president claims they have in his dubious filing from 2007:

"The regular meetings of this corporation, called District Convention, shall be held in the year in which the general convention of THE LUTHERAN CHURCH–MISSOURI SYNOD is held"

As pointed out in previous posts on this blog, the corporation's own Article IV requires that amendments must be "verified by the presiding officer" and "certified by the secretary of the corporation" when filing with the Secretary of State.  From other documentation we also know that the unfiled articles went back to 1966, forty years prior to the discovery.  Since this presiding officer was elected in 1991, and the secretary even later, that would make it impossible for him to be the presiding officer at conventions prior to 1991, and for him and the secretary to "certify" and "verify" these amendments.

This points to an answer to question 3 ("Did you share this with your members in convention in 2009, along with the fact that you had filed the changes using your sole (invalid) authority in 2007, and allow the convention in 2009 to remedy this?").  The answer would be "No".

As for questions 4 through 9, and our hope is that the delegates to the convention being held this week will demand answers.  They - and apparently the directors - have been kept in the dark for 6 years.  It's time to shine a light on what has been kept hidden for far too long.

Everybody Makes Mistakes, Part 3: Refusing an Offer for $550,000.00 More

In earlier posts, we detailed how mistakes can lead to other mistakes, and be very, very costly.  Covering up for earlier mistakes and errors is often a very expensive proposition, and correcting mistakes once those involve can admit them is also expensive.

What is rare, however, is to intentionally cost your corporation $300,000 by hastily signing a purchase agreement with another potential buyer for less money.  And, last week, in one of the ongoing hearings in the litigation between University Lutheran Chapel and the Minnesota South District, we may have something even more rare: Doran Development, with which the Treasurer of the District signed a purchase agreement within 10 days of the action of the Board of Directors, apparently has dropped their purchase price for the University Lutheran Chapel property from 3.5 million to 3.25 million.  Common sense, of course, would dictate that the seller (whatever legitimacy their actions may or may not have) then place the property back on the market, especially when they know they can get a better offer.

In this case, however, the seller already knew that Doran's offer of 3.5 million was already beaten by a 3.8 million dollar offer from CPM Development.  And, in addition to offering more, CPM would also "keep a space designated for campus ministry on-site.  CPM is working on a similar project with another church".  This is from the affidavit filed on May 12th with the Fourth Judicial District:

This is from page 2 from the exhibit and affidavit from the president of CPM.

Well, that's unfortunate, but with any luck this fumbling and lack of responsiveness did no harm if CPM's offer was the same or less than Doran's.  

Oops; apparently not.  It looks like about $300,000.00 worth of harm was done:

So CPM made an offer for 3.8 million compared to Doran's 3.5 million.  Haste makes waste; had the Treasurer waited for longer than 10 days to sign an agreement, there probably would have been more offers:

With the developments last week, Doran's 3.5 million has now apparently been reduced to 3.25 million.  Even if Doran's offer had remained the same, that would still be $300,000 less than the offer from CPM.

The other striking feature of CPM's offer is that it would allow University Lutheran Chapel space for campus ministry in the new building.  And, of course, who knows what offers would have developed if more time were given to the bidding process.

Why the haste?  What was the reason for the rush?  A reasonable inference would be the officers and directors of the Minnesota South District wanted the sale to go through before they would answer to their voting members at their convention next week, and they wanted to make sure there was no possibility that University Lutheran Chapel would still have space on the property in the new building.  Since this has already been done at other campus ministries in the church (for example, at University of Wisconsin Madison) it is staggering to think this did not occur to the officers and directors of the corporation.

As of this writing, University Lutheran Chapel remains in the building at 1101 University Avenue in Minneapolis, and is still fighting.  It's time to reverse this sale, and stop trying to cover over past mistakes by making greater and greater mistakes.  God willing, the voting members at the convention next week will do exactly that.

Everybody Makes Mistakes, Part 2: Mistakes Can be Costly

Mistakes can be costly.  Sometimes the cost of correcting mistakes overwhelms those who make the mistakes.  This can cause them to make other mistakes, to avoid correcting the previous mistakes, and this vicious cycle can continue for a very long time.

The sad part is that this is all avoidable.  Admitting the mistake and correcting the mistake is the God pleasing and best way to break the vicious cycle.  Christians can recognize an analogy to the condition of the sinner in this self perpetuating closed loop of mistakes to hide previous mistakes.  Martin Luther, quoting Saint Augustine, called the human condition of sin "incurvatus in se".  That is, our nature is "turned in upon itself" by the first sin, so that it seeks all things - even God Himself - for its own sake.  This is one of the reasons why Lutherans believe that God must break through this closed loop of human efforts seeking to justifying ourselves by something within ourselves.  There is no "Christ Plus", that is, "Christ Plus" our works, our will, our intellect, our discipline, our obedience, our piety, our cleverness.  There is just Chist Alone, given to us in faith by the Holy Spirit using the Word and the Sacraments.  God saves us without regard to anything that is in us, to paraphrase Saint Augustine.

Perhaps the greatest tragedy of this closed loop of mistakes and sin is the efforts of those "inside the loop" to attract and pull in those "outside the loop".  The insiders will rush decisions and actions so that the outsiders (those members to whom they answer or who disagree with them) will have great difficulty correcting their mistakes.  This will often involve signing contracts and agreements that make correcting their errors extremely expensive.  The outsiders are then faced with an unpalatable choice: doing the right thing and correcting the mistakes of the insiders, sometimes at a high cost, or doing the wrong thing, and being drawn into the closed loop in order to avoid the cost of correcting the errors.

This post continues our examination of the decision of the Board of Directors of the Minnesota South District of the Lutheran Church – Missouri Synod to sell the campus ministries at Mankato and Minneapolis.  While the wording here may be a bit clumsy, the "insiders" are the directors, officers and staff of the District, and the outsiders are the members of the corporation, the pastors and churches that make up the voting membership.  The closed loop in this case began years ago with the failure of previous officers to follow the corporations own article.  It was compounded in 2007 and 2009 by filing void and invalid articles with the Minnesota Department of State.  And it reached its current state with the decision to sell those two properties, and signing a contract for sale for the campus ministry in Minneapolis.

And the cost of their mistakes are indeed high.  This is from their own exhibit AA given to the Minnesota Fourth District Court:

This is from the company which signed the purchase agreement in a letter dated May 3, 2012.  The purchase agreement here is the one signed by the Treasurer of the Corporation 10 (ten) days after the directors moved to sell the campus ministry at Minneapolis for "no less than" 3.2 million, and delegated the sale to the Treasurer of the corporation.

In fairness to the Treasurer, it must be said that she was placed in a very difficult position.  The directors had been asked, repeatedly, for years to bring the decision of a sale to their voting members in convention.  The next convention is the second week of June.  The directors knew that the proposed sale was extremely unpopular, and would be opposed vigorously by their members.  They should have approved the purchase agreement (and taken the well deserved criticism for it) themselves.  That would have been the right thing to do, instead of hiding behind a delegated action and giving the appearance of "clean hands".  This also gives the appearance that they are hiding from their members by completing the sale before the voting members meeting in convention in June.

But the Treasurer, for some odd reason or number of reasons, failed to help herself by not bringing the purchase agreement back to the directors before signing, and by signing the purchase agreement in just 10 (ten) days after the directors delegated the sale.  This raises a number of questions, including:

1. Given that the purchase agreement would expose your corporation to significant claims, did you seek advice from a real estate attorney or other competent professional in that 10 day period before you signed the purchase agreement?

2. If you did seek advice before you signed the purchase agreement, when did it take place, and what did they say to you about the liability the corporation might face under sections 17, 8(g) and 8(l) of the purchase agreement?

3. If you did not seek advice, what kind, and what were the results, of the research and diligence you performed in the ten (10) day period between the director's motion and your signature of the purchase agreement?

4. What kind and sort of negotiation did you do with other prospective purchasers during this ten (10) day period?  Did any kind of discussions or negotiations take place before the ten (10) day period?   Did you attempt, or were you advised to attempt, to have the purchaser delete or modify sections 17, 8(g) and 8(l) of the purchase agreement which are now the basis used to seek a minimum of $428,354 from your corporation?

The voting members of the corporation will have a choice at their convention in June.  Do they do nothing, and become part of this cycle of error?  Or do they do the right thing, and correct these mistakes?

Everybody Makes Mistakes, Part 1

Everybody makes mistakes.  Each and every one of us "falls short of the goal", as Saint Paul tells us in his letter to Romans (and elsewhere).  What differentiates us is how we proceed after we make a mistake.  Do we admit our mistakes and ask others to forgive and help us?  Or do we deny them, or try to cover them up, or try to plaster over them with excuses?  These are the only two trajectories, two directions, that are possible.

For Christians, we recognize this dilemma, and know that "If we say we have no sin, we deceive ourselves, and the truth is not in us.  But if we confess our sins, God Who is faithful and just will forgive our sins, and cleanse us from all unrighteousness".  To deny the mistake, and the sin, has disastrous consequences for the soul, which then has eliminated its return to God in Christ, and so must turn toward that damning trajectory, which seeks self-justification apart from God in Christ.  There are only two religions, regardless of what you may call your particular beliefs: the religion of works, and the religion of faith.  Only the second can return us to Our Savior, and that cannot happen if we deny and cover up our mistakes, our sin.

The analogy to this in our civil society, in the Kingdom of this World, is the saying, "It's not the deed; It's the cover up."  Relatively minor mistakes that could be corrected become the source of greater and greater misdeeds, and even criminality, in an effort to hide and justify the original mistake.  We regularly see this played out on the part of those with power and authority.  This type of political theatre is loved by the press, and they either love to cover it (or cover it up) in exquisite detail (depending on how much they like or dislike the political persuasion of those in power).  Sometimes they get away with it, sometimes they do not.  But the calculus is the same: the original misdeed is dwarfed by the cover up which grows from it.  And it could all be avoided by admitting the original mistake, and dealing with it openly, honestly, and directly.

We have remarked in other posts on this blog about the efforts of the Board of Directors of the Minnesota South District of the Lutheran Church - Missouri Synod to sell the campus ministries in Mankato and Minneapolis, and how their action followed several efforts to amend the Articles of Incorporation in ways that violated those same Articles.  What began as a series of oversights and simple mistakes over decades could have been easily corrected if the officers and directors of that corporation had gone to the voting members in the person of the District President and said, "We have a problem.  Our Articles of Incorporation have not been validly amended or filed since our last valid set in 1966.  We made a mistake in not going to you earlier with this, we're sorry, and we're asking you to openly and honestly to fix this, because you, the voting members, are the only body who can do this."

That did not happen.  The convention meeting in 2006 was not told about these problems, and this cover up was repeated in 2009.  Instead, in 2007, the District President tried to fix these mistakes with yet another cover up by filing for record with the Minnesota Secretary of State "Restated and Amended" Articles of Incorporation, some of which had not been stated or amended (see http://blog.friendsofulc.org/2012/05/are-these-articles-valid-part-4-how-do.html).  That same District President has now maintained in a sworn affidavit in the litigation with University Lutheran Chapel that his filing of articles in 2007 and 2009 are indeed valid.

But cover ups always lead to other problems, and they get worse.  Consider this article which the District President "restated" in 2007 with the Department of State:

To repeat: "The regular meetings of this corporation, called District Convention, shall be held in the year in which the general convention of THE LUTHERAN CHURCH–MISSOURI SYNOD is held"

This is Article III, Section 2 ("Meetings") a, which the president of the corporation claims he had the authority to file on his own ("on behalf of the corporation"), and which he has sworn are valid articles for the corporation.

Several difficulties arise from the language of this article, in addition to the claim that is "restated" or "amended":

1. It is not now, nor has it been, true, at least not for the last several decades, and possibly the last century.  No regular meetings ("District Conventions") are held in the same year as the general convention of the LCMS.  They are now held the year before the general convention of the LCMS ("THE LUTHERAN CHURCH–MISSOURI SYNOD").

2. This would mean that the president of the corporation has once again in a sworn affidavit claimed something to be true which is demonstrably false, and this time he has done so before the Fourth District Court of the State of Minnesota.  He now has sworn affidavits with the Department of State and the District Court which contain facts and material that are demonstrably false (at the least).

3. Because the president of the corporation claims that these articles filed in 2007 are "Amended and Restated", there is another problem.  He must now find the convention proceedings where this language was presented with 30 days notice and passed by 2/3's.  Good luck with that.  Even the most brain dead and comatose convention (or floor committee) would have caught this.

4. Since he has sworn (twice now) that these are valid articles, he must also admit that his own district convention in 2009 was not a regular meeting, nor was it a validly called special session or meeting.  The "general convention of THE LUTHERAN CHURCH-MISSOURI SYNOD" was held in 2010, and the next one is 2013.

5. This would also mean that in addition to the 2009 convention, the next district convention, scheduled for June 14, 2012, is also invalid, and should not meet.  It raises all sorts of questions about the current officers of the corporation, especially the directors.  Is their election at an invalid meeting in 2009 valid?  Are the actions they have taken valid?  Did they not only authorize the sale of something they could not (the campus ministries in Mankato and Minneapolis), but are they even a valid board of directors that can take any action?

6. It also calls into further question the one responsibility that the presiding officer of the convention does have in the process to amend articles of incorporation, that they must be "certified by the presiding officer".  If the district officer is making that claim for these 2007 articles (and he appears to be), then he has certified language that likely was never approved by the voting members (or even presented).  Combine this with the deletion of the crucial article reserving the right to sell University Lutheran Chapel to the voting members (see http://blog.friendsofulc.org/2012/05/are-these-articles-valid-part-3-1974.html and other posts here), and we have in this 2007 document fictitious language inserted which the voting members never saw, and valid language removed from the real and true set of articles filed in 1966.

Everybody makes mistakes.  It's time for the officers of the Minnesota South District of the Lutheran Church - Missouri Synod to admit theirs, and stop trying to fix what only the voting members can remedy.  Mistakes such as these could have been so easily avoided, if only the earlier mistakes had been taken openly and honestly to the voting members.   It's time to stop the cover up, and it's time to reverse the decision to sell the campus ministries in Minneapolis and Mankato.

It would be far, far better to stop this now before the ongoing litigation between University Lutheran Chapel and the Minnesota South District results in more sworn affidavits by the officers of the corporation before more jurisdictions that will also be shown to contain false material and statements.

Mistakes can be expensive.  We have all made mistakes that cost us money, sometimes a great deal of money.  But the cost of saving money by refusing to admit and correct a mistake is tragically incalculable beyond a dollar figure.  That cost is the cost of souls alienated from God, cut off from the Redemption that Christ has given us.  And God is calling us all to repent:

"Today, if you hear his voice,

do not harden your hearts as you did at Meribah,

as you did that day at Massah in the desert"

The voters at the next convention will probably be asked to make yet another mistake, and participate in yet another cover up, and the excuse they will be given will be the legal and financial exposure that the officers and directors have incurred by their earlier mistakes, and their earlier cover ups.  They should refuse, reverse what the directors have done, and begin the task that we as a church should be about: reconciliation to each other, and reconciliation to the truth.  We dare not place any soul in jeopardy by voting to join them in their sin and rebellion from God and from the truth.  This has already had disastrous consequences for other churches - and especially for our fellow Lutherans in the ELCA.

Everybody makes mistakes.  Mistakes can be costly, but we can fix this, and in the right way, the God pleasing way.

Are These Articles Valid, Part 5: The invalid amendments from 2007 to 2009

We continue in this post to examine the details of the decision by the Board of Directors of the Minnesota South District of the Lutheran Church - Missouri Synod to sell the campus ministries in Mankato and Minneapolis.  Previous posts have given the source documents to establish that the last valid Articles of Incorporation for the Minnesota South District are from 1966.  In this post we examine the changes from the two questionable filings of their Articles of Incorporation from 2007 and 2009.

While the filings for both years fail the corporations own standard and process for amending articles given in Article IV, it is instructive to see what changes were proposed in 2009.  Here are the amendments from each year:

2009 Article III Section 3d:

2007 Article III Section 3d:

And the 1966 Article III Section 3d:

Now for the second amendment:

2009 Article III Section 3d Subsection 3:

2007 Article III Section 3d Subsection 3:

And the last valid Articles of Incorporation, the 1966 Article III Section 3d Subsection 3:

And there is the rub.  The 1966 wording contradicts the later readings of the same Article, Section and Subsection in 2007 and 2009.

Confused?  You should be.

The reasons for this may be varied, but there is an explanation for one aspect.  Handbook committees dutifully recorded changes to the Handbook after each convention, including amendments to the articles.  But those same amendments never made it to completion.  The presiding officers failed to "certify" them, and the secretaries of the corporation failed to "verify" them, and all of the officers failed to file them "with the secretary of the State of Minnesota, according to law" for over 40 years, from 1966 to 2007.  That tradition continues to this day, because the efforts to file the amendments in 2007 and 2009 also share the same failures as explained in previous posts.

We gain some clarity by seeing the 1966 Article III Section 3d Subsections 3 and 4 together:

This had to be a mystery to anyone who carefully read the Handbook of the corporation from 1974 until 2007.  The deletion of Subsection 3 above was proposed in 1974, but failed because it was never verified by the presiding officer, certified by the secretary, or filed (as pointed out in the previous posts).  But the Handbook Committee marched on in spite of this and changed the Handbook to delete the section, so here is how the Handbook would have read, from sections 2 to the new section 3:

...
2. To administer legacies and trust funds for the uses and purposes for which they are designated or specified.
3. The Board shall have authority to mortgage, sell, encumber, lease or dispose of any other real estate without authorization by its voting members.
...

We've emphasized the word "other", because while it is non-sensical, it is still the correct reading.  That's because section 3 is the old section 4.  But without the original section 3 in the Handbook, to what "real estate" would "other" have referred?  The Handbook Committee in 1974 proposed to delete Subsection 3 but did not propose to change the wording of Subsection 4.  That makes the resulting wording odd, to say the least.  Perhaps that is why no vote totals are recorded for the amendments proposed in 1974, and why the "reading" was sent back to committee.  It's possible someone caught this error, pointed it out, and the proposed amendment did not receive 2/3's vote (as noted in a previous post).

So who was aware of this?  Why would they try to "correct" this language in 2007 and 2009 without bringing it to the attention of the voting members in convention?  Did they notify anyone else - say, the directors of the corporation - of the problems with the Articles of Incorporation?  And why would they change the phrase "without authorization by its voting members" (present in the valid 1966 articles and repeated in the invalid 2007 articles) to "without a specific vote by the corporation's voting members" in the invalid 2009 articles?

If the officers of the corporation were contemplating the sale of ULC ("1101 University Avenue SE, Minneapolis, Minnesota") without the approval of their voting members as early as the 2006 convention, why would they not openly and honestly ask to correct these problems with the Articles of Incorporation to allow them to do so?  Why file what appear to be cosmetic amendments to the articles in 2009, when they could have explained the problems to the voting members at that year's convention and asked them to correct them?  And why file an entire set of "restated and amended articles" in 2007 without presenting them before or after to the voting members in convention in 2006 or 2009?

Are These Articles Valid, Part 4: How do you "restate" something never stated?

For those who are new to this blog, this is not a philosophical question.  We're going through, in several posts, the "nuts and bolts" of the decision of the Minnesota South District of the Lutheran Church - Missouri Synod to sell the campus ministry properties in Mankato and Minneapolis.  Our focus has been on the Minnesota South District's own Articles of Incorporation which question if the officers of the corporation (Directors, President, and others) have ignored, violated - or even fabricated - the corporation's own governing documents.  This post concentrates on the "Amended and Restated Articles of Incorporation" filed by the District President in 2007.

Earlier posts have pointed out how the 2007 and 2009 amendments to the articles fail to meet the corporation's own standards and process for amendment, spelled out in Article IV.  But in 2007 we see the condition of invalidity brought to an even greater level (or depth, in this instance).

So the short answer to the question is, "You can't.  You have to state the thing first."

So how do you do this?

This is from page 1 of the 2007 articles filed for record with the Secretary of the State of Minnesota.  Then follow all the proposed article changes going back to the last valid Articles of Incorporation filed for record in 1966.  Among the many other problems with this document we can add the word "RESTATED".  It is impossible to "restate" articles that have never been "stated" with the secretary previously.  As demonstrated in an earlier post, the corporation filed no changes in their articles from 1966 until this interesting attempt in 2007.  Only articles that have already been validly and properly filed can be "restated", and that is done to aggregate several different sets of amendments into one document with the state government.

At the very least, this creates a mess.  The only articles that can be restated are the ones that were correctly filed in 1963 and correctly amended and filed in 1966.  Any proposed article changes from 1966 to 2007 cannot be restated, because they were never stated (filed for record).  The only valid amendments that could be filed would be those approved "by two-thirds majority of the delegates voting on said amendment, certified by the presiding officer, verified by the secretary of the corporation and recorded with the secretary of the State of Minnesota, according to law."

The problems multiply, because there are, logically, a limited number of options:

1. The only articles that can be restated are those already stated in 1963 and 1966.

2. The only amendments that can be filed for record are the those certified by the presiding officer.

3. The only amendments that this District President can verify are those after 1991, when he became the presiding officer.

4. The District President claims in his sworn affidavit in 2007, and again in 2009, that he has "the authority to sign this document on behalf of the corporation".

5. The only authority the District President can have in this case is from the Articles of Incorporation themselves when he is the "presiding officer" at a meeting to certify the amendment ("certified by the presiding officer", Article IV).

6. Unless he can demonstrate otherwise from the articles or some action by the voting members, his sworn affidavit is, at best, incorrect.

7. The last amendments "verified by the secretary of the corporation" were in 1966, which verification is lacking from the attempted filings for record in 2007 and 2009.

And, of course, all the other defects pointed out in previous posts.

Are These Articles Valid, Part 3: 1974 and Other Disasters

In the previous posts we examined the various difficulties with the Articles of Incorporation for the Minnesota South District filed for record in 2007 and 2009, and why the Articles previously filed in 1966 may be the only valid articles for the corporation to date.  In this post, we consider why many changes to their Articles of Incorporation made over 40 years were never "recorded with the Secretary of State of Minnesota, according to law", which is a requirement of Article IV, and why the articles filed for record in 2007 and 2009 also fail to meet the corporations own standard for validity.

Let's start with the obvious: the documented and bizarre fact that for over 40 years, 3 (or possibly 4) District Presidents of the corporation did not file a single change in amendments with the Secretary of the State of Minnesota.  So why was this?

One possible explanation is that during this period of four decades, changes in Articles that were approved by the voting members in Convention appear to be recorded in the corporation's own Handbook.  The officers of the corporation, including the District President, may have assumed that since the changes in Articles were included (incorrectly) in the Handbook, they had already been certified, verified, and correctly filed for record with the Secretary of State.

If so, the next question would be why this was overlooked for some 40 years, especially since Article IV is clear on the necessity of certification being done by the "presiding officer" at the convention(s) which made the changes in articles?

It becomes more puzzling because on at least one occasion, the corporation filed a change of registered address with the Secretary of State:

President Cloeter and Secretary Bailey did exactly what good officers of a corporation should do: they asked their board to move, pass and approve an authorization to file for record with the Secretary of State a change in address.  They do not act on their own authority, or arrogate to themselves an authority they do not have, or fictitiously create an authority to "sign this document on behalf of the corporation".  They ask the board of directors of the corporation.

This is followed by the a notarized change of address:

And finally it is recorded by the Department of State:

This does not explain why the amendments to articles were not validly made over a 40 year period, but it does demonstrate that the corporation was at least aware that some kind of filing was required with the Secretary of State ("Department" here).

Another explanation may come from the conventions themselves, and in particular, the convention from 1974.  The Convention Manual for 1974 proposed 36 changes to the Handbook on pages 65-75.  Two of these were proposed changes to the Articles of Incorporation.  The first proposed reading was to Article III, Section 3. Duties of Officers, d), 6.:

The second proposed change to the Articles of Incorporation was reading 25 on page 71:

This is the "restrictive article" from the 1966 Articles of Incorporation that reserves to the voting members the authority to sell "1101 University Avenue S.E.", or ULC.

So we can be assured this amendment, reading 25, was (1) presented correctly and in a timely manner, (2) passed with the requisite vote, (3) was properly certified by the presiding officer of the 1974 Convention, (4) verified by the secretary of the corporation, and (5) filed according to law with the Secretary of the State of Minnesota.

Except we can't.  Earlier posts have demonstrated that 3, 4 and 5 did not occur.  And from the 1974 Convention Proceedings, it is difficult to determine with confidence if 1 and 2 happened.  Here's how the Convention Proceedings from 1974 records the action taken on these 36 proposed changes to the Handbook for the first reading on page 21:

Other proposed changes are listed by recording an action of the convention, for example on page 22 with two proposed deletions to the bylaws:

This continues until page 24, when we find this:

Unlike the other deletions, the convention action is not explicitly stated for the "restrictive article" which requires the voting members to authorize the sale of ULC.  The deletion possibly did pass, but it is strange that no convention action is explicitly recorded, or even the past tense, "deleted".

Finally we come to the end of the proposed readings where we find this on page 26:

The last sentence is problematic, because the beginning of the section on Handbook changes reads:

"Rev. Bernard Johnson, Chairman of the Handbook Committee, presented the proposed Handbook changes to the Convention.  The following changes were adopted:" (see above)

But at the end of the section, listing all 36 readings, we have this sentence:

"After some discussion this proposed reading was referred back to the Handbook Committee." 

So what was "referred back" to the Handbook Committee?  Was it the entire reading of all the changes, or just the change proposed in reading 36?  To add further ambiguity, there are no vote totals recorded.  If the phrase "two-thirds" majority in Article IV means that changes to articles requires two-thirds, then it is possible that the by-law changes passed by a required simple majority, but reading 25 failed to receive the required two-thirds majority.

Given this confusion, the presiding officer (President Lieske) and the secretary may have been unable to verify, certify and then file these two changes to the articles with the Secretary of State.  Or the Handbook Committee needed more time to rework the Handbook because the items had been "referred back" to them, and by the time they finished their work, no one bothered to file the two articles of incorporation that had been amended.

Or all of these changes passed with the required majority, and the presiding officer (or the secretary of the corporation) simply decided not to certify, verify and file these changes with the Secretary of State.

Whatever the reason, the result is the same: these two changes to the Articles of Incorporation were never "certified by the presiding officer, verified by the secretary of the corporation. and recorded with the Secretary of the State of Minnesota according to law."

So did the attempt to file amended and restated articles in 2007 and 2009 "fix" this?  Since both of these filings are failed and invalid in their own right, it is difficult to imagine how this could be.  Neither of these filings were "verified by the secretary of the corporation".  They were both filed with a sworn affidavit that incorrectly states that the District President has "the authority to sign this document on behalf of the corporation", which he does not.  And both lack the certification "by the presiding officer", which President Seitz could have done only for those article changes after 1991, and not for amendments to articles done earlier, such as these two in 1974.

How could this have been avoided?  The most obvious way would have been for the presiding officers at the conventions from 1969 to 1991 to have simply followed Article IV's requirements for amendments.  For some unknown reason, they did not.

Another option would have been for the presiding officer of the 2006 convention to have presented the restated and amended articles to that convention in their entirety and ask for them to be approved, as was done in 1963 and 1966.  The failure to do this is particularly odd, because presumably the 2006 convention would also have had a Handbook Committee.

The next option would have been for the presiding officer of the 2009 convention to do the above instead of presenting two changes to the articles which appeared to be cosmetic.  This is also odd, again, because there were other changes to articles that were presented to the convention.