Attempts to remove Bishop Iker as the registered agent of Fort Worth Diocese could be Improper

News Analysis

By Mary Ann Mueller
Special Correspondent
www.Virtueonline.org
4/15/2009

FORT WORTH, TX--- The North Texas Episcopal diocese performed a sleight-of-hand and document manipulation when it filed an Amended and Restated Articles of Incorporation with the Texas Secretary of State's office Tuesday morning (April 14). They then proceeded to the Tarrant County Courthouse, with modified documents in hand, to file suit against the Rt. Rev. Jack Iker and the trustees of the Episcopal Diocese of Fort Worth in the name and title of the Corporation of the Episcopal Diocese of Fort Worth.

Officials with the North Texas Episcopal diocese, masquerading as the Episcopal Diocese of Fort Worth, may have deliberately broken the Texas Non-Profit Corporation Act by fraudulently removing Bishop Iker as the registered agent of the Episcopal Diocese of Fort Worth and replacing him with James Hazel, a non-parochial Episcopal priest. The corporate operating address of the Episcopal Diocese of Fort Worth, too, has been changed to 3550 SW Loop 820 in Fort Worth.

"For the record, Bishop Iker did not sign any form, letter or other document resigning as registered agent of the Corporation [of the Episcopal Diocese of Fort Worth]. We consider this action to remove him to be fraudulent," said Suzanne Gill, communications director for the Episcopal Diocese of Fort Worth, in an e-mail to VOL.

"Under article 1396-9.03A of the Texas Non-Profit Corporation Act, a person commits a criminal offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered on behalf of a corporation to the Secretary [of State] for filing," explained Director of Communications, Randall Dillard for the Office of the Texas Secretary of State in an e-mail to VOL.

Basically the legal definitions of "material" mean: important as to affecting the merits of a case or causing a particular course of action. Also: a description of the quality of evidence that possesses such substantial value as to establish the truth or falsity of a point in issue in a lawsuit.

The document that the North Texas diocese delivered to the Texas Secretary of State is fraudulent because it takes court action to change the legal ownership of the corporation and title of the Episcopal Diocese of Forth Worth.

By changing the articles of the Corporation, it is falsely assumed that a resolution of the dispute into the legal control of the Corporation of the Diocese of Fort Worth has already been equitably settled, and that the settlement was in the favor of The Episcopal Church, and the provincial bishop of the North Texas diocese, the Rt. Rev. Edwin Gulick, Jr.

Until a formal court decision has been handed down, Bishop Iker is still the legally registered agent of the Corporation of the Episcopal Diocese of Fort Worth, regardless of what the restated articles of incorporation seem to say.

Simply put, when a document is filed in the Secretary of State Office's Corporate Section, the paperwork is reviewed to determine that it contains all the statements required by law to be included in the document to be filed. It is accepted on face value as being legitimately filed.

"Our office does not have authority to go beyond the face of the document and question and investigate whether the approval actions recited in the document actually occurred," explained Dillard.

Then, an officer of that corporation, who is authorized by that corporation to act, should sign the articles of incorporation. There is no requirement for a person filing and signing a document to show evidence of his or her corporate authority to the Secretary of State's office.

"Our office has no knowledge of who has authority to sign on behalf of a specific corporation," explained Dillard. "Nor does our office have the authority to require the person show evidence of that person's authority, or to question whether the person who signed the document, is an officer of the corporation, or had authority to act on behalf of the corporation.

"If there is a dispute as to who constitutes the current board of directors, who was elected or appointed as an officer of the corporation, or who was authorized to sign on behalf of the corporation, our office cannot resolve that dispute,' Dillard continued. "If the parties are unable to resolve, judicial action is an alternative."

Basically, anyone can go into the Texas Secretary of State's Office, and file documents which appear to amend the legal instrument already on hand. The Secretary of State is not tasked with challenging that action. The amending does not make the filing legal. In fact, the North Texas diocese's erroneous paperwork was faxed to the Secretary of State's office from the TOASE law firm in Fort Worth.

It looks as if leadership of the North Texas Episcopal diocese purposely amended and changed the incorporation papers of the Corporation of the Episcopal Diocese of Fort Worth so that when it filed a lawsuit, less than five hours later, it would appear that it had the legitimate claim to the corporate name and title.

The Amended and Restated Articles of Incorporation, as filed by the North Texas Episcopal diocese, states that the trustees of the Corporation of the Diocese of Fort Worth are: The Rt. Rev. Edwin F. Gulick, Jr., the Rev. James Hazel, the Rev. John Stanley, Dr. Trace Worrell, Mr. Robert M. Bass, and Ms. Cherie Shipp.

According to the Canons of the Episcopal Diocese of Fort Worth -- which was brought into being on Feb. 28, 1983 -- concerning the Corporation of the Diocese of Fort Worth, the North Texas Episcopal diocese can not elect all five members to the board of trustees at one time.

Canon 17.3, which has been in place since October 1989, and was not amended or changed in the North Texas Episcopalians Special Convention of Feb. 7, 2009, states: "One member of the Board of Trustees shall be elected at each Annual Convention and each member shall serve a term of five years."

There is no provision in the Canons of the Diocese of Fort Worth for five members of the Board of Trustees to be elected all at once in a Special Convention. The framers of the document violated their own Canons in attempting to usurp Bishop Iker of the Corporation of the Diocese of Fort Worth. Yet, they declare that they will follow the Constitution and Canons in holding Corporation trustee elections for the Diocese. Their declaration to follow the canons makes it legally binding upon them to follow the canons as written.

Article VI for the Restated Articles of Incorporation states: "The Bishop of the Episcopal Diocese of Fort Worth shall be a Trustee and the Chairman of the board. The manner of election and period of time for which the remaining five trustees shall hold office shall be fixed by the Constitution and Canons of the Episcopal Diocese of Fort Worth ..."

The North Texas Episcopal diocese then used the amended incorporation document to personally sue Bishop Jack Iker, Franklin Salazar, Jo Ann Patton, Walter Virden, III, Rod Barber, and Chad Bates in the name and title of the Episcopal Diocese of Fort Worth, the Corporation of the Episcopal Diocese of Fort Worth, and The Episcopal Church while corporately the lawsuit names the "Anglican Province of the Southern Cone's 'Diocese of Fort Worth,' holding itself out as 'The Episcopal Diocese of Fort Worth'."

Gill first heard of the change in the Corporation of the Episcopal Diocese's registered agent through VOL on Wednesday morning, just as she first heard of the filing of TEC's lawsuit Tuesday late afternoon when an Episcopal News Service reporter called her for comment.

As of late Tuesday, the Episcopal Diocese of Fort Worth had still not been officially notified of the law suit.

A clerk in the District Court's office said that it could take several days for the court's citations to be issued.

The judge slated to hear the case is the Hon. John Chupp. No court date has yet been set.


---Mary Ann Mueller is a journalist living in Texas. She is a regular contributor to VirtueOnline