Fellow UCCP be informed!

By: Rev. Dr. Everett Mendoza

Fellow UCCP be informed! I am sharing with you two articles which might enlighten us on property development done by our national leadership. We might one day soonest wake up with UCCP properties in the hands of corporations. Pagpakabana! Barog kits mga UCCP.

Dear Sisters and Brothers in the UCCP,

1) I’m using an extraordinary way of presenting my views on a critical issue facing the UCCP. As a church theologian I regard things from the perspective of faith which is informed by my knowledge and experience of political, economic and social realities. Although I’m currently a member of the Faith and Order Commission, I write as an individual UCCP member of good standing.

2) We came to learn that our church is sitting on real estate properties worth at least 50 billion pesos. It has to be admitted that for all those years the church has failed to make productive use of this wealth even though there are ways and means provided in its Constitution and By-Laws and policy decisions made by its legislative bodies at the local church, conference and the national levels.

3) The present administration wisely formed the One Management Board composed of top national officers which centralized the management of the church’s productive assets and enterprises. It also identified commercial properties for further development. This has been a huge step towards a more effective stewardship of the church’s worldly possession.

4) The One Management Board proceeded to conclude an agreement to lease half of the Bethany property in Tacloban City to the Gaisano chain of malls and used 40 million of the proceeds as paid-up capital for the incorporation of Shalom. The property behind the UCCP national HQ was used to capitalize the registration of two corporations – a realty and a holding company – for the development of the church’s real estate assets outside the system and processes of the church which is the whole rationale for their creation. Deals and projects made outside the church’s system and processes would be beyond challenge even by the General Assembly.

5) I’ve received confidential information about the virtual sale of a prime property in Malate to VistaLand for the building of a 42-storey condominium. The agreed sharing of proceeds is 15% UCCP and 85% VistaLand. The UCCP’s 15% share is estimated at 1 billion pesos realizeable in 4 years. 50% or 500 million will be deposited as Trust Fund for the benefit of church workers; the other 500 million will be used as the realty/holding corporation’s operational capital. These transactions have been undertaken ostensibly by the One Management Board but actually by the National Treasurer in consultation with the General Secretary under a cloud of secrecy. Although the General Secretary may have been authorized by the National Council to make the above transactions – Gaisano lease, conversion of Shalom Center as a stock corporation and creation of the two business corporations – only a small circle of people in the One Management Board saw the content of the Gaisano contract and the articles of incorporation. The actual terms of agreement have not been divulged to, much less deliberated by the church’s governing bodies: the National Council and the General Assembly.

6) Observations:

  1. a) Other than Gaisano and VistaLand there’s no other party/investor involved, no public announcement, no bidding. There has been absolutely no opportunity for the church to choose a better offer. This is an absolute no-no in government and in corporate practice. A negotiated contract is the last resort if and only when the bidding process has failed. The negotiated Gaisano contract has not benefited from due diligence review and analysis by anyone in and outside the church having been solely negotiated by the National Treasurer in consultation with the General Secretary and approved by the National Executive Council whose members are part of the One Management Board. In other words, the negotiation and the final contract and its approval were all done by an elite in the national office, specifically by the National Treasurer and the General Secretary. It’s not surprising that the Gaisano contract has provisions that are disadvantageous to the UCCP (see position paper of the national SRD chair.)

The same is likely to happen to the VistaLand contract. The National Council will convene before the year ends in a special meeting for the purpose of approving the Vistaland deal. As in the case of the Gaisano deal, there will be an oral presentation, without a formal resolution containing the terms of the contract but only the granting of authority to enter into agreement with Vistaland. The NC delegates won’t have a chance to evaluate whether the 15%-85 sharing in favor of Vistaland is fair or favorable under current market in the absence of any other proponents. Then, in a sweeping action the General Assembly is expected to approve all actions of the National Council including the Vistaland deal being the sole proponent and without a thorough review by experts.

  1. b) The church’s Constitution and policies have not been followed. The matter of property development is in the domain of the CSRD, not of the National Treasurer. For this reason, the CSRD is a constitutional commission which is independent of the executive. The true and sole custodian of church properties is the Board of Stewards. However, constitutional amendment was introduced by the General Secretary and approved by the previous G.A. delegates by correspondence to the effect that the stewardship function of the legislature was transferred to the National Executive Council, which now -fully centralizes the control, management and disposition of church properties to the executive office. I’m sure the UCCP Constitution and By-Laws will undergo a thorough make-over to make it more congenial to a corporate design.

The UCCP flirts with danger and sin when it did away with checks and balances in regard to the control and disposition of its material resources. This flirtation will be consummated as soon as the church would abdicate its right and duty to control its estates in favor of the just organized realty and holding corporations which used the 877 EDSA property behind the HQ for its capitalization. This seems to be the ultimate goal of the present national leadership upon the prodding of the National Treasurer who, by profession, is apparently a player in the business world.

Institutional procedures and processes are part of the control system that minimizes the human factor in the operations of an organization. These are safeguards against abuses and opportunistic tendencies of officials and employees. Theologically speaking, there are no angels in the church; only forgiven sinners.

Transactions taking place outside the prescribed and mandated processes and procedures betray an intent to deceive and profit from the fruits thereof. Ex post facto approval designed to legitimize those transactions are nothing more than manipulative schemes to cover up violations detrimental to the organization and to shield the perpetrators from future lawsuits. This is how corporate scams are pulled off on the innocent stakeholders.

  1. c) Properties with titles in the name of the UCCP are not owned by the national judicatory but collectively by the whole church. Hence, the conference and the local church judicatories have the right to participate in the processes for the development and disposition of every single piece of its properties. The church has a constitutionally-mandated body for this purpose: Stewardship and Resource Development Commission/Committee at the national, conference and local church levels. Although previous efforts have failed, the CSRD’s could use new schemes and processes to make this constitutional provision work (see attached article, “Towards an Alternative Non-Corporate Plan of Development”).

7) The Faith and Order Commission is not anti-development, as may have been portrayed about us by the national leadership. In a dialogue with the Council of Bishops in early June of this year, we presented a proposal for the corporate development of our real estate properties which utilizes the expertise of development experts without losing the church’s control of its properties and without emasculating the Constitution. Sadly, the incumbent bishops who compose the National Executive Council together with the national officers did not respond to it to this day (see “Position Re Development of Church Properties”). In addition, we presented a mission-oriented plan for the utilization of the proceeds of corporate development (see “Prospective UCCP Signature Projects”).

The FOC believes that once UCCP loses direct control of its development resources, it will also lose its voice in determining how their proceeds may be utilized. The autonomous corporations that it has created will be preeminent in determining their financial priorities which are definitely profit-oriented rather than mission-oriented. The power of the purse is a power to control.

Conclusion: The disposition of the church real estate assets should be the concern of the whole church in a process that preserves the integrity of the UCCP Constitution and By-Laws and its recent contrived amendments. The national office has arrogated unto itself the rights and prerogatives of the other judicatories and the church as a whole. It has resorted to practices and gimmicks to win over the church’s middle leadership – the Conference Ministers and key church leaders and pastors – with enticements and promises of material security. The national leadership has to be stopped from leading the church to a path of self-destruction in the fullest sense of the word – organizationally, theologically and spiritually.

Judging from the role played by the National Treasurer, it has occurred to me that he is building a financial kingdom, in which he is lord, on the inheritance of the UCCP from the American missionaries and the church pioneer leaders. What he has accomplished so far is but a preview of what he can and will do in the future. The 500 million dedicated to the church workers is a bait like Satan’s tempting a hungry Jesus to turn the stones into bread. As soon as the UCCP takes a bite of this bread now, its eyes will be opened to the devil’s world and falls into Larry Milan’s spell. His sway will be self-perpetuating because by using church resources he will surround himself with people who worship him as the dark messiah. By then, it will take an uprising, nay, a revolution of ordinary members to bring down his kingdom. The church can’t afford to throw caution and prudence into the air in exchange for promises of material prosperity.

Theologically, it isn’t right for the UCCP to become rich while the people it’s called to serve remain in a state of deprivation and marginalization. Should our church workers, conference ministers and bishops find financial security in the proceeds of its corporate activities, their spiritual and pastoral bond with the members would be replaced with materialistic considerations. Our church workers should live on the love, loyalty and generosity of the members. If the faithful prosper in their material life, they will be sharing in that prosperity. That’s the meat of the FOC proposal spelled out in the “Prospective UCCP Signature Projects.”

First of all, there is a need to excise the National Treasure from the leadership of the church. He must be unmasked and his spell broken. His influence has poisoned the church’s spirituality. The church has sufficient wisdom and human resources to develop its properties to the maximum not to enrich its leaders, nor our church workers, conference ministers and bishops but to help enable the faithful to have a more abundant life and, consequently become more able and generous in attending to the needs of church workers especially those toiling in remote and depressed rural areas.

Secondly, we must give the UCCP constituency opportunity and time to reconsider the deal with VistaLand and if possible that with Gaisano. At this point it is imperative to put on hold all projects involving church lands until we shall have cleansed the church of materialistic and opportunistic ambitions. And finally, we need to bury for good deep in the ground never to rise again the idea of forming the realty and holding corporations and so, create property-development mechanisms that preserves UCCP’s institutional and structural integrity and consistent with its spirituality.

Yours in Christ,

Rev. Everett Mendoza
Member, UCCP Faith and Order Commission
15 Oct 2017

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May 13, 2016

Bishop REUEL NORMAN O. MARIGZA
General Secretary
United Church of Christ in the Philippines (UCCP)
877 EDSA, Quezon City

Dear Bishop Marigza,

Greetings! In the name of our Lord Jesus Christ and Savior.

I read your e-mail, dated 6 April 2016 concerning your thoughts on the letter I sent to my fellow Commissioners in connection with the stand of CSRD on the Gaisano transaction and Incorporation of Shalom, upon which you expressed therein an opinion that the transaction entered into by the National Treasurer with Gaisano on the lease of UCCP property in Tacloban City as well as the action of One Management Board on the Incorporation of Shalom are lawful based on the consideration that:

First, the matter has been consulted by the National Treasurer and your opinion and concurrence were relayed during regular discussion;

Second, the matters was with the knowledge, consent and approval of the National Council or the National Executive Council.

In the same e-mail, you stressed also that the Gaisano transaction and the Incorporation of Shalom is already fait accompli and it is now on the implementing stage. Accordingly, it is your suggestion for you to sit with the Commission to relay your belief and opinion that the role of the CSRD is just a policy recommending body and at the same time review in such meeting policies in light with the amendment of the UCCP By-Laws, as well as the present economic and business conditions. You then urge the CSRD to just focus on resolving the lingering problem on how to improve our ability to generate resources for the general welfare of the church workers.

I wish to inform you that the CSRD is united with the National Council or the National Executive Council in its efforts in resolving the lingering problems on how to improve our ability to generate resources for the general welfare of the church workers. However, the CSRD and the National Council or the National Executive Council differs in the mode of attaining this objective. The CSRD is following the procedure laid down by the UCCP Constitution and by the General Assembly while the National Council or the National Executive Council is just following the actions of the National Treasurer and the General Secretary. The mode taken by the CSRD is lawful since it is in accordance with the law.

It is a basic principle in law that the nature of the Constitution of an organization such as that of UCCP is similar to the Constitution of the Philippines which is the supreme law of the organization to which all other laws or policies must conform. Any act, rule, policy or decision promulgated by its officers which is not in accordance with the UCCP Constitution is null and void and without any force and effect.

It is my opinion that the action taken by the National Treasurer and the General Secretary involving the lease of UCCP property in Tacloban City with Gaisano and the Incorporation of Shalom without the recommendation of the CSRD is null and void and without force and effect since it is not in accordance with the UCCP Constitution.

Under the amended UCCP Constitution, the Commission on Stewardship and Resource Development is the one empowered to formulate and propose for the approval of the General Assembly or the National Council policies, programs and projects for the establishment of comprehensive and nationwide property and resource development programs and projects which shall be implemented and managed by a foundation and for the setting up of mechanisms for property and human resource utilization that shall enable the Church to be financially self-reliant and participate effectively in the mission of the Church. This entails the development of real properties of the Church. Section 24 of UCCP Constitution is clear on this, to wit:

“SECTION 24.

Commission on Stewardship and Resource Development (CSRD). There shall be a Commission on Stewardship and Resource Development whose members shall be elected by the General Assembly or its National Council from the membership of the Church. Its duties and functions consist of formulating and proposing for the approval of the General Assembly or National Council policies, programs andprojects for:( As Amended by GA 2002-78 Baguio City, May 20-26, 2002)

  1. a) The formulation of plans and strategies that advocate

vigorous Christian stewardship expressed in the cheerful giving of tithes, time, talents and possessions;

  1. b) The establishment of comprehensive and nationwide property and resource development programs and projects which shall be implemented and managed by a foundation, distinct from and independent of the Church administrative structure, but complementary to it, to generate income for the support of the total life and ministry of the Church, and which is hereby created. Its authority and functions are as defined in the By-Laws and statutes of the Church;
  2. c) The setting up of mechanisms for property and human resource utilization that shall enable the Church to be financially self-reliant and participate effectively in the mission of the Church. This entails the development of real properties of the Church, and the formulation of guidelines, for approval of the General Assembly or National Council, in the sharing and distribution of the proceeds from the same among the constituencies of the Church, maintaining always the promotion of ecological balance and integrity of God’s creation; and
  3. d) The formation of cooperatives and the establishment of Church-owned or -related institutions that shall provide social benefits, such as but not limited to, insurance, housing, hospitalization, retirement and pension plans for church workers, as well as providing assistance to local churches in the establishment of housing projects, memorial plans and parks and similar facilities for its members.

As distinguished from the function of the National Treasurer and the General Secretary, the Amended UCCP Constitution has empowered the National Treasurer only the custody of all funds and properties of the Church while the General Secretary is the spiritual head and executive officer of the church. Section 14 and 16 of UCCP Constitution expressly so provides as follows:

Section 14. General Secretary.

The General Secretary, who shall be a Bishop, shall be the spiritual head and executive officer of the Church.

Section 16. The National Treasurer.

The National Treasurer, who shall act as the corporate treasurer, shall be the custodian of all funds and properties of the Church

From the foregoing provisions of the Amended UCCP Constitution it is clear that only the CSRD can recommend or propose for the approval of the National Council mechanism for utilization of property and human resource development, such as that of proposing to the National Council the lease of Tacloban UCCP property to another or to propose to the National Council the plan of Incorporating the Shalom. This power to propose for approval of the National Council is vested only with the CSRD and not with the National Treasurer or the General Secretary.

Even in the UCCP by laws, nowhere in the mandated duties of the National Treasurer can be found, allowing the National Treasurer to propose utilization of UCCP property or the utilization of human resource. Section 15 of UCCP by laws provides:

“SECTION 15.

Qualifications and Duties of the National Treasurer.

To qualify for election as National Treasurer, one must be a regular member of a Local Church, not otherwise a church worker, of irreproachable moral character, preferably a certified public accountant, and with demonstrated ability in corporate financial planning.

He/She shall have the following duties and functions:

(As amended by NC 2002-38, Condora, Damortis La Union, Oct. 23-26, 2002)

  1. To serve as the custodian for and on behalf of the Church of all funds, securities, assets and other properties of the Church which shall come into his/her possession, keep regular books of account, and deposit all funds in the name of the Church in such bank or banks as may be designated by the National Council;
  2. To disburse funds of the Church provided in accordance with the duly approved budget, in strict compliance with the rules and regulations established by the General Assembly or the National Council and upon

properly accomplished documents duly countersigned by the General Secretary and/or other duly authorized officer of the Church. He/She shall ensure that disbursements shall not exceed the authorized funds allocated at a given period in the budget or specifically intended for any program, project, or activity of the Church. In respect of funds entrusted to his/her custody and care by individuals or any related or affiliated organization of the Church, such funds shall be disbursed according to the specific instructions of such individuals or organizations;

  1. To submit his/her books for audit as may be ordered by the Church or when requested by the National Auditor and render audited statement as may, from time to time, be required by the General Assembly or the National Council, and present as may be required and at the end of the ecclesial year, an audited financial report to the General Assembly or the National Council;
  2. In consultation with the General Secretary, to formulate and prepare long-term financial plans, including the annual budget or any supplemental budget as may be required of the Church for submission to, and approval by, the General Assembly or the National Council;
  3. To coordinate with the treasurers of the conferences to ensure the prompt and faithful remittance of assessments, contributions, and other obligations;
  4. To post such bond either in cash or by a reputable surety company acceptable to the National Council in such amount as may be fixed by it; and,
  5. To perform such other duties as may be assigned by the General Assembly or the National Council.

It must be pointed out that the duty of the National Treasurer to formulate and prepare long term financial plans mentioned in Section 15 (d) of UCCP By-Laws is not the same as the power of CSRD to propose to the National Council the utilization of UCCP property.

According to Wikipedia, in general usage, a financial plan is a comprehensive evaluation of an individual’s current pay and future financial state by using current known variables to predict future income, asset values and withdrawal plans.

The duty therefore of the National Treasurer based on the definition provided by Wikipedia is to prepare a long term comprehensive evaluation of UCCP current pay and future financial state by using current known variable to predict future income, asset values and withdrawal plans. In other words, the sole purpose of the long term financial plan which the National Treasurer is obligated to prepare is only to enable UCCP to predict the current and future financial state of the church and not to propose utilization of UCCP property to the General Secretary or to the National Council.

Moreover, in the procedure laid down by the General Assembly implementing the Constitutional duties of the CSRD it is expressly stated therein that only the CSRD can recommend to the National Council for the lease of UCCP property to another. The said procedure is hereby quoted for easy reference, to wit:

Our Policy Statement declares on the Lease of UCCP Properties that:

“As a general rule, all matters pertaining to development of UCCP properties must be with prior approval from the Commission of Stewardship and Resource Development (CSRD) and an equitable sharing of income derived from such development shall be established.

  1. Procedures:
  2. The Administrator of the UCCP property subject to lease shall submit to the Office of the General Secretary its project proposal together with the following documents:
  3. Copy of Letter of Intent (LOI) addressed to the General Secretary
    ii. Endorsement from the Conference and the Jurisdiction
    iii. Documentation required from the prospective Lessee

iii.a. Lease proposal
iii.b. Business Profile
iii.c. SEC Registration and Business Permit
iii.d. Audited Financial Statements and other financial data
iii.e. Financial attribute of the lease proposal

  1. The lease proposal shall be reviewed and evaluated by the Stewardship and Resource Development Desk (SRD) and if found feasible, shall be forwarded and endorsed to the General Assembly.
  2. The General Secretary shall forward the development proposal including his recommendation to the Commission on Stewardship and Resources Development (CSRD).
  3. The CSRD shall review and evaluate the project proposal. (The proponent of the development project may be invited by the Commission during the evaluation, if necessary).

It is therefore clear that the lease of Tacloban City UCCP property initiated by the National Treasurer with the consent of the General Secretary or even with the approval of the National Council is unconstitutional and should be brushed aside for being without force and effect. Consequently, the claim that the lease contract entered into between Gaisano and the National Treasurer is a fiat accompli has no legal basis.

Furthermore, it is implied in the UCCP Constitution and in the procedure laid down by the General Assembly with respect to the duty of the CSRD in the lease of UCCP property that it is the vanguard of the church property. Indeed, it is a mechanism established by the UCCP constitution and by the General Assembly to protect the property of UCCP from being wasted or dissipated by unscrupulous church officials. It is there to ensure that all contracts involving UCCP property is advantageous to the church in order that the church become financially self-reliant and capable of sustaining the life and ministry of the church.

Finally, the National Treasurer or the General Secretary cannot arrogate upon themselves that they have the authority similar to that vested with CSRD with respect to the lease of UCCP property to another because nowhere in the UCCP constitution or in the procedure laid down by the General Assembly can be found that they can override, by-pass, ignore much less exclude the CSRD of its duty. There being no such provision in the UCCP constitution or in the procedure laid down by the General Assembly, the National Treasurer, the General Assembly and even the National Council or National Executive Council have no other choice but to respect the CSRD of its constitutionally mandated duty as the protector, steward of the church property.

I hope this will enlighten you on the matter.

Sincerely yours,

Atty. FRANK LEVI C. UGSAD
CSRD Chairman