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Author Topic: Weimar Merger Agreement under scrutiny- Conglomerate at work- Lance Author  (Read 14711 times)

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Gailon Arthur Joy

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The visitation between two people on Sabbath turns into a letter of understanding and is prepped for board presentation the very next day.

The hastily prepared letter of understanding, apparently authored by ASI Mission Board President, Harold Lance,  develops into a board action within "ten minutes of receiving the proposal", according to one source. The Proposal was voted by the Weimar board the very next day.

Is this a model conglomeration plan?

There is a question as to whether AF intends to retain its denominational constituency or is it reconstituting itself, merging with weimar, and seceding from the denomination? In any event, the entities get to play marbles, with AF making the rules, for at least five years.

But then, notice the infamous exit strategy that allows AF to plunder Weimar assetts and if the project does not work, AF gets to pick up its marbles, after Weimar pays for them, and goes home... but to where? And what will be left?

Rumor have been making the Adventist Grapevine for some time regarding the Global Evangelsim Conglomerate of independent ministries. If this is correct, then this will not be the last merger and is foundational to the global evangelism conglomeration we have heard so much about. Other targets are said to include 3ABN, the subject of a failed merger attempt by AF in 2007.

Here is the purported Letter of Understanding leaked to this journalist and now available for your contemplation. If I were a Weimar Constituent or Alumni, this looks like a great way to grab the Weimar Assets, with hardly a nickle of consideration. Oh, thats right, I could not find where Weimar had a constituency? Anyone want to enlighten me? No constituency, no accountability!!! Sound familiar, folks?

Any additional insight or views are welcome and you may e-mail me at

AUReporter@AUReporter.com.

Gailon Arthur Joy
AUReporter


---------- Forwarded Message ----------


 
Friend Richard:
 
What follows is the result of our initial in-person visit 2 16 08 and a follow up telephone conference to formulate a recommendation to the Board of Directors of AF and WI. We believe it accurately reflects our understanding.
 
Both ministries share a conviction of the need for a vibrant end time ministry that encompasses the REAP concept based on Mathew 9:35 combining (P)roclamation, (E)ducation, and (R)estoration leading to (A)doration. In order to accomplish this goal the ministries will combine on the following basis;
 
There are basic concepts that each ministry believes essential to ground their relationship.
 
Weimar needs to know that it's resources will be used only for the aspects of the combined ministry that will relate to  education and health.
 
Amazing Facts needs to know that it will be able to use its' best judgment in the operation of the new combined ministry without interference from the leadership, administration and  Board of Weimar.
 
In order to meet these fundamental considerations it is proposed, subject to an executed agreement delineating the rights and duties of the parties: The organization to be used will be the existing 501(c) (3) non profit corporation of Weimar Institute. The existing board of Weimar would resign/be removed concurrently with the appointment of a new board, consisting of the present board of Amazing facts, together with five members from the Weimar board.  (That process will be described later).
 
The organizational changes would meet several important needs. It would be clear that the operations of Weimar would be directed solely by Amazing Facts. No person or group from Weimar would have any right or authority to direct or interfere with the operations of Amazing Facts involvement with Weimar. WI operations are presently recognized by the county under a conditional use permit that may be impaired upon the transfer of the property. The suggested arrangement will avoid that issue as there will not be a transfer of Weimar real property or any of its' resources. This provision will in no way restrict the new ministry in carrying out it's master plan development of the site and transfers of real estate that may be needed.
 
The selection of the "carry over" directors from WI to serve on the Amazing Facts /Weimar board will be accomplished by the present WI board selection of a panel of ten of its members for consideration as AF board members, from which five would be selected by AF to serve on its board.
 
In the event that AF concluded (within 5 years of its commencement of  operations of Weimar) that it was not feasible to continue operations of Weimar, AF would have the right to cease operations, pay off all obligations, and reimburse itself from the resources of Weimar for its' out of pocket expenditures for the new ministry during it's tenure. The  sum for reimbursement would be based upon its' audited financial statements for the periods involved. Upon completion of the process of wind down of operations, the payment of obligations and the reimbursement, the Amazing Facts nominated members board of  directors will concurrently resign and nominate the then surviving members of the present Weimar Board of directors to serve as the directors of Weimar. (It is explicitly agreed that the present Weimar Board members will have no authority or function in any of the affairs of Weimar during the tenure of Amazing Facts.) In such event the "reconstituted" board of directors would make all further decisions regarding the assets and operations of WI.
 
Upon the parties reaching an agreement AF will take necessary steps to: address and resolve the current state of financial affairs at WI; recruit a capable leadership team; develop a master plan; secure access to the property by the purchase of land; take steps to revitalize the college and academy that follows the Biblical and Spirit of Prophecy principles of true education with a focus on evangelistic advancement training that will be academically strong and spiritually grounded
 
The Weimar employees will receive an immediate 10% increase in wages;  and steps will be taken to establish a health insurance plan for full time non probationary employees. The new leadership team will be under no obligation to retain any of the existing Weimar staff of employees or volunteers.
 
Weimar's staff, administration, and board will fully cooperate in assisting the transition by providing current financial and other data that may be needed and taking the necessary actions to facilitate the agreement.
 

Richard, the foregoing is a draft that embodies the concepts we discussed.  It is my understanding that  we may forward this outline to our principles for their early consideration as the situation continues to need resolution. The WI board is coincidently scheduled for a telephone conference meeting Sunday February 17, 2008 and I understand the AF board will be meeting the following Sunday 2 24 08. We will share this summary with each ministry for their suggestions and action. If both ministries agree in concept necessary documents and agreements will be prepared to carry out their understanding.
 
Thank you for working with me on this important task.
 

Harold Lance
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Chrissie

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Re: Weimar Merger Agreement under scrutiny- Conglomerate at work- Lance Author
« Reply #1 on: February 29, 2008, 08:11:04 PM »

The visitation between two people on Sabbath turns into a letter of understanding and is prepped for board presentation the very next day.

The hastily prepared letter of understanding, apparently authored by ASI Mission Board President, Harold Lance,  develops into a board action within "ten minutes of receiving the proposal", according to one source. The Proposal was voted by the Weimar board the very next day.

Is this a model conglomeration plan?

There is a question as to whether AF intends to retain its denominational constituency or is it reconstituting itself, merging with weimar, and seceding from the denomination? In any event, the entities get to play marbles, with AF making the rules, for at least five years.

But then, notice the infamous exit strategy that allows AF to plunder Weimar assetts and if the project does not work, AF gets to pick up its marbles, after Weimar pays for them, and goes home... but to where? And what will be left?

Rumor have been making the Adventist Grapevine for some time regarding the Global Evangelsim Conglomerate of independent ministries. If this is correct, then this will not be the last merger and is foundational to the global evangelism conglomeration we have heard so much about. Other targets are said to include 3ABN, the subject of a failed merger attempt by AF in 2007.

Here is the purported Letter of Understanding leaked to this journalist and now available for your contemplation. If I were a Weimar Constituent or Alumni, this looks like a great way to grab the Weimar Assets, with hardly a nickle of consideration. Oh, thats right, I could not find where Weimar had a constituency? Anyone want to enlighten me? No constituency, no accountability!!! Sound familiar, folks?

Any additional insight or views are welcome and you may e-mail me at

AUReporter@AUReporter.com.

Gailon Arthur Joy
AUReporter


---------- Forwarded Message ----------


 
Friend Richard:
 
What follows is the result of our initial in-person visit 2 16 08 and a follow up telephone conference to formulate a recommendation to the Board of Directors of AF and WI. We believe it accurately reflects our understanding.
 
Both ministries share a conviction of the need for a vibrant end time ministry that encompasses the REAP concept based on Mathew 9:35 combining (P)roclamation, (E)ducation, and (R)estoration leading to (A)doration. In order to accomplish this goal the ministries will combine on the following basis;
 
There are basic concepts that each ministry believes essential to ground their relationship.
 
Weimar needs to know that it's resources will be used only for the aspects of the combined ministry that will relate to  education and health.
 
Amazing Facts needs to know that it will be able to use its' best judgment in the operation of the new combined ministry without interference from the leadership, administration and  Board of Weimar.
 
In order to meet these fundamental considerations it is proposed, subject to an executed agreement delineating the rights and duties of the parties: The organization to be used will be the existing 501(c) (3) non profit corporation of Weimar Institute. The existing board of Weimar would resign/be removed concurrently with the appointment of a new board, consisting of the present board of Amazing facts, together with five members from the Weimar board.  (That process will be described later).
 
The organizational changes would meet several important needs. It would be clear that the operations of Weimar would be directed solely by Amazing Facts. No person or group from Weimar would have any right or authority to direct or interfere with the operations of Amazing Facts involvement with Weimar. WI operations are presently recognized by the county under a conditional use permit that may be impaired upon the transfer of the property. The suggested arrangement will avoid that issue as there will not be a transfer of Weimar real property or any of its' resources. This provision will in no way restrict the new ministry in carrying out it's master plan development of the site and transfers of real estate that may be needed.
 
The selection of the "carry over" directors from WI to serve on the Amazing Facts /Weimar board will be accomplished by the present WI board selection of a panel of ten of its members for consideration as AF board members, from which five would be selected by AF to serve on its board.
 
In the event that AF concluded (within 5 years of its commencement of  operations of Weimar) that it was not feasible to continue operations of Weimar, AF would have the right to cease operations, pay off all obligations, and reimburse itself from the resources of Weimar for its' out of pocket expenditures for the new ministry during it's tenure. The  sum for reimbursement would be based upon its' audited financial statements for the periods involved. Upon completion of the process of wind down of operations, the payment of obligations and the reimbursement, the Amazing Facts nominated members board of  directors will concurrently resign and nominate the then surviving members of the present Weimar Board of directors to serve as the directors of Weimar. (It is explicitly agreed that the present Weimar Board members will have no authority or function in any of the affairs of Weimar during the tenure of Amazing Facts.) In such event the "reconstituted" board of directors would make all further decisions regarding the assets and operations of WI.
 
Upon the parties reaching an agreement AF will take necessary steps to: address and resolve the current state of financial affairs at WI; recruit a capable leadership team; develop a master plan; secure access to the property by the purchase of land; take steps to revitalize the college and academy that follows the Biblical and Spirit of Prophecy principles of true education with a focus on evangelistic advancement training that will be academically strong and spiritually grounded
 
The Weimar employees will receive an immediate 10% increase in wages;  and steps will be taken to establish a health insurance plan for full time non probationary employees. The new leadership team will be under no obligation to retain any of the existing Weimar staff of employees or volunteers.
 
Weimar's staff, administration, and board will fully cooperate in assisting the transition by providing current financial and other data that may be needed and taking the necessary actions to facilitate the agreement.
 

Richard, the foregoing is a draft that embodies the concepts we discussed.  It is my understanding that  we may forward this outline to our principles for their early consideration as the situation continues to need resolution. The WI board is coincidently scheduled for a telephone conference meeting Sunday February 17, 2008 and I understand the AF board will be meeting the following Sunday 2 24 08. We will share this summary with each ministry for their suggestions and action. If both ministries agree in concept necessary documents and agreements will be prepared to carry out their understanding.
 
Thank you for working with me on this important task.
 Harold Lance

What doesn't Harold Lance have his nose into?  :scratch:

Rather indecent haste in which to compile such an important document, one would think. One could hardly think that this MOU was prayerfully and caredully devised.
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Gailon Arthur Joy

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Re: Weimar Merger Agreement under scrutiny- Conglomerate at work- Lance Author
« Reply #2 on: February 29, 2008, 10:01:07 PM »

Given that it has much of the same language that Bystander/Appletree told us was in the AF/3ABN merger, it hardly seems like it is much of a significant alteration. If you recall, the terms of that letter of intent included similar language that allowed the parties to play marbles togehter in the 3ABN park and if they didn't like it, they could simply pick up their marbles and go home.

Besides, they have been playing with Weimar for a while now and waiting for just the right vulnerability moment to make an offer Weimar could not refuse.

If Gilley is unable to put humpty dumpty back together then 3ABN will again be vulnerable and this time AF will step in on more favorable terms as the white knight. They will not step back into this mousetrap until the IRS issues are resolved or resolvable. That day is most certainly coming. My guess is still that 3ABN will be able to negotiate a consent decree and a nice hefty fine to cover the Taskforce investigative expenses and the Taskforce will focus its judicial efforts on individuals.

Given the investigative materials we have, 3ABN as an entity was largely a victim of private inurement by the founder and far too closely managed by a select few to be the proper public evangelical foundation that Linda and the board felt it was. Word keeps leaking back from various board members who are surprised at just how right we were, and one is said to have claimed it is the biggest mess he has seen in his entire lifetime.
It is too bad it is such a surprise as we were willing to unvail all over a year ago, if they had just let us do that...could have saved much valuable time, probably avoided a field  investigation by the IRS and saved millions in legal fees and fines. But who are we??? Just a couple of nobodies, you know, not worth the boards time or effort. So, now they learn the hard way!!! But learn they will do!!! And with a trial pending, well we will have to reveal all to the public and a jury as part of the defense. I'll bet that ecclesiastical process they avoided last year is sounding better and better all the time, even on our terms!!!

3ABN will be happy to allow the scapegoats to carry the burden and get on with its main purpose, to spread the gospel to the entire world as part of the Gospel Conglomerate. 

In any case, you can expect the Gospel Conglomerate to grow under the watchful eye of the ASI Mission Board, Inc. 

Gailon Arthur Joy
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Bob Pickle

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More clarification:
__________________

Hey Group,

I thought I knew, but I just wanted to check before I pass this on....

Under the current proposal, Amazing Facts would retain its current status with the conference and the constituency would remain the same.

It is also my understand that Weimar's bylaws would remain the same, but perhaps someone from the Weimar board would like to comment on that...

Douglas
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