BY BENITO AFLECK
September 11, 2016
FINAL PART A N N E X E S - “D”
CORPORATION SOLE :
The CORPORATION SOLE lacks the usual trappings of a CORPORATION. It does not have a board of directors, officers, stocks, BY-LAWS, official minutes, or corporate name.
CORPORATION SOLE is a LEGAL ENTITY consisting of a single (“SOLE”) incorporated office occupied by a single (“SOLE”) NATURAL PERSON.
When you say AMENDED BY-LAWS , there is a PREVIOUS by laws . What will you amend when there is no BY LAWS since its a CORPORATION SOLE ? Is the AMENDED BY LAWS signed by six (6) signatories namely , EXECUTIVE MINISTER ERANO G. MANALO, BRO. EDUARDO V. MANALO ( Deputy Executive Minister ) BRO. BIENVENIDO C. SANTIAGO (General Evangelist) BRO. BENEFRIDO C. SANTIAGO ( General Secretary) , BRO. ERNESTO V. SURATOS ( General Treasurer) and BRO. GLICERIO B. SANTOS, JR (General Auditor) valid ?
Remember, its a CORPORATION SOLE and the EXECUTIVE MINISTER is the ONLY person who is the CORPORATION SOLE thus no need of any other signatories in executing, signing any representation under oath in behalf of the Iglesia ni Cristo.
Assuming there is basis for them JUSTIFYING this so called AMENDED BY LAWS whether or not it is a valid document attested in the ACCESSION-TO-OFFICE of EVM , how will they accept the fact the document was signed April 25, 2007 a year ahead of the AMENDED ARTICLES OF INCORPORATION duly signed and executed by late Brother ERANO G. MANALO dated April 23, 2008. Which is acurately VALID , the prior or the latest AMENDED ARTICLES OF INCORPORATION ? How will a 2007 supersede a 2008 document ? Therefore its moot and academic , the AMENDED BY LAWS is not applicable in ACCESSION-TO-OFFICE since its null and void at the beginning.
Just for the sake of digesting the AMENDED BY LAWS it says ,
Article VII - Amendments :
x x x x
Section 1 . Amendments - These By-Laws or any of them may be amended or repealed by the Executive Minister or the Presiding Elder in consultation with the Church Council at any regular or special meeting duly called for the purpose. The form of the government as well as the rules and discipline of the “IGLESIA NI CRISTO” under the direction and supervision of the Executive Minister or Presiding Elder in accordance with the Holy Scriptures is hereby adopted.
x x x x “
Even in the mentioned paragraph of the Amended By Laws it is cleared that it “may” be amended or repealed by the Executive Minster or the Presiding Elder. Ka Erdy died, 2009 , sixteen (16) months after his AMENDED ARTICLES OF INCORPORATION as well as twenty eight (28) months after the controversial AMENDED BY LAWS. The law says, “ to express one thing is to exlude another” (“ ESPRESSIO UNIUS EST EXCLUSIO ALTERIUS “ )
Don’t forget this Annexes “D-7” to “D-14”
ANNEXES “C” to “ C-7” - CERTIFICATE OF FILING AMENDED ARTICLES OF INCORPORATION , AMENDED ARTICLES OF INCORPORATION IGLESIA NI CRISTO (CHURCH OF CHRIST)
ANNEXES “ A” TO “A-5” is the MINUTES OF THE SPECIAL MEETING dated May 6, 1994 . Curiously , no inclusion of the SECRETARY’S CERTIFICATE executed by MINISTER ARNEL A. TUMANAN dated May 6, 1994. Instead what they included in the attachment of evidences in the ACCESSION-TO-OFFICE of EVM is the SECRETARY’S CERTIFICATE executed by MINISTER BENEFRIDO C. SANTIAGO dated September 1, 2009.
WHY ??? in the SECRETARY’S CERTIFICATE executed by AAT , there were 3 ISSUES RESOLVED . First, Creation of the position of DEPUTY EXECUTIVE MINISTER/PRESIDING ELDER;
Second, Number of Church Officers and members of the Church Council be increased;
Third and last , authorizing TEOFILO C. RAMOS, SR and ARNEL A. TUMANAN to execute, sign and deliver any and all documents or instrument that may be necessary and/or required for the foregoing purpose .
If you will notice it says, “ RESOLVED , That the By-Laws of the Church , it might be contradicting since its a CORPORATION SOLE. Don’t be confuse. It is clearly stated under the AMENDED INCORPORATION of the IGLESIA NI CRISTO (Church of Christ) signed by the late Brother Erano G. Manalo that; “
x x x
Fifth , THAT, the undersigned is the CORPORATION SOLE and EXECUTIVE MINISTER or PRESIDING ELDER of religious corporation since 23 April 1963 .
x x x
“ The “BY-LAWS” of the church pertains to the INTERNAL AGREEMENT based on the ORIGINAL INCORPORATION of the IGLESIA ni CRISTO in SPANISH and amended it . Paragraph ELEVEN of the AMENDED INCORPORATION of the IGLESIA NI CRISTO ( CHURCH OF CHRIST ) thus, “
x x x x
Eleventh, THAT , the matter of APPOINTMENT and/or election at the case maybe, and the official functions of the officers above-mentioned , and other matters such as , but not limited to , membership , expulsion or delistment, temporalities, flag and seal of the corporation shall be set forth in the BY-LAWS of the religious incorporation.
x x x x
“ The call for SPECIAL MEETING OF THE CHURCH COUNCIL presided by the Late Bro. TEOFILO C. RAMOS who was then the GENERAL EVANGELIST dated May 6, 1994 correlates with paragraph Eleven of the AMENDED ARTICLES OF INCORPORATION OF THE IGLESIA NI CRISTO (CHURCH OF CHRIST) In order to justify again the AFFIDAVIT OF ACCESSION TO OFFICE OF EVM , Annexes “A” to “A5” as part of their integral evidences .
BUT, there is a VITAL PART of the EVIDENCES they removed, its the SECRETARY’S CERTIFICATE signed and executed by MINISTER ARNEL A. TUMANAN which is missing and instead they submitted a misrepresented and fraudulent SECRETARY’S CERTIFICATE OF BENEFRIDO C. SANTIAGO dated Sept. 1, 2009. How’s that ?
In the MINUTES of SPECIAL MEETING the last issue which was RESOLVED is that ,
“ x x x x RESOLVED lastly, that TEOFILO C. RAMOS, SR and ARNEL A. TUMANAN, be authorized as they are hereby authorized to execute, sign and deliver any and all documents or instruments that may be necessary and/or required for the foregoing purposes. x x x x
“ Why this was replaced by a fraud SECRETARY’S CERTIFICATE signed and executed infront of a notary public using other’s ATTORNEY’S ROLL NUMBER ???
In the said SPECIAL MEETING , dated May 6, 1994 ,Paragraph E. DECLARATION AND INTENTION TO ELECT SUCCESSOR and Paragraph G. NOMINATION AND ELECTION OF SUCCESSOR were included , but it never been RESOLVED as per SECRETARY’S CERTIFICATE executed by MINISTER A. TUMANAN which CONTRADICTED the SECRETARY’S CERTIFICATE misrepresented by MINISTER BENEFRIDO C. SANTIAGO .
Paragraph 3 of the SECRETARY’S CERTIFICATE executed by MINISTER BENEFRIDO C. SANTIAGO says ,
Evidently, EVM was unanimously elected as DEPUTY EXECUTIVE MINISTER , but the issue which was raised as SUCCESSOR to the EXECUTIVE MINISTER was not RESOLVED and CERTIFIED in the document filed in SECURITIES EXCHANGE COMMISSION on May 10, 1994.
So how can MINISTER BENEFRIDO C. SANTIAGO attest and certify a matter where in he is not an authorized to EXECUTE, SIGN and DELIVER any and all documents or instruments that may be necessary and/or required for such matter that happened in the SPECIAL MEETING dated May 6, 1994 ?
Subscribed and signed infront of a NOTARY PUBLIC who is using a different ATTORNEY’S ROLL NUMBER and IBP Number the day after Bro. Erano G. Manalo died ?
This is the real ATTORNEY’S ROLL NUMBER and IBP NUMBER OF ATTY. SUSAN MAY C. TUAZON (these numbers are for lifetime assigned to every individual lawyer practicing in the Philippines.
The owner of the ATTORNEY’S ROLL and IBP Numbers used by ATTY. SUSAN MAY C. TUAZON is ATTY. RESTITUTO LAZARO , how he will act on it ? Ignored ? Or let the SUPREMENT COURT act on it !
REMEMBER, this is not SIMPLE legal documents ... its the CHURCH at stake and the SEVEN (7) YEARS of messing up the sanctity of the CHURCH leads to nowhere ... CHAOTIC unholy due to CORRUPTIONS (whether you admit it or NOT ) EVERYTHING that the present ADMINISTRATION entered since the day he ACCESSED to office is a LARGE SCALE of FRAUD , since its NULL and VOID at beginning. THERE IS NO ELECTION FOR THE EXECUTIVE MINISTER . EVM until now is the DEPUTY EXECUTIVE MINISTER until further ELECTION for the EXECUTIVE MINISTER be place.
I qoute what he says in his speech after he was elected as DEPUTY EXECUTIVE MINISTER , May 6, 1994.
“ He is ONE with the CHURCH in praying that succession be made UNNECESSARY and instead the EXECUTIVE MINISTER be with the CHURCH UNTIL THE SECOND COMING OF THE LORD JESUS CHRIST ...”
EVM took his oath as DEPUTY EXECUTIVE MINISTER OF THE IGLESIA NI CRISTO (CHURCH OF CHRIST) May 1994 . The AMENDED INCORPORATION OF THE IGLESIA NI CRISTO (CHURCH OF CHRIST) signed and executed by the late EXECUTIVE MINISTER , BRO. ERANO G. MANALO dated APRIL 23, 2008 still binding and nullifies all the claim pertaining to DEPUTY EXECUTIVE MINISTER EDUARDO V. MANALO , ACCESSION-TO-OFFICE AS EXECUTIVE MINISTER OF THE IGLESIA NI CRISTO (CHURCH OF CHRIST) based on their EVIDENCES presented .