dr. sojor (organization culture of a corporation sole)

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SOJOR ( 1 ) Speaker: HENRY A. SOJOR, Ph.D. (Silliman U.) June 16, 2015, 2:00pm. Hotel Essencia, Dumaguete City

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SOJOR ( 1 )

Speaker: HENRY A. SOJOR, Ph.D.

(Silliman U.)

June 16, 2015, 2:00pm.

Hotel Essencia, Dumaguete City

HENRY A. SOJOR, Ph. D. ( Silliman University )Chairman, Advisers and Consultants, Office of the Governor SOJOR ( 2 )

Province of Negros Oriental

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RESUMÉ of HENRY A. SOJOR, Ph.D.

• First Doctor of Philosophy (Ph.D.) Graduate of Silliman University, (1977)

• First University President, Negros Oriental State University (1991-2012, 21 years)

• First University Professor, Negros Oriental State University

• Fellow, International Advisory Council, Royal Institute of Education, Republic of

Singapore.

• Recipient, Leadership Award and Medal of Honor, International Directory of

Distinguished Leadership, the Contemporary Who’s Who of Professionals,

American Biographical Institute, Inc., Raleigh, North Carolina, USA.

• Recipient, Outstanding Oriental Negrense Award, (2007)

• President, Philippine Association of State Universities and Colleges (PASUC 7)

• President, Association of Higher Education Institutions (AHEIR 7)

• National President and Chairman of the Board, Coordinating Council of Technical –Vocational Educational Associations of the Philippines (COCOTVEAP)

• Speaker in International Conferences: Canada, USA, Taiwan, China, Indonesia,

Thailand, South Korea, Australia, Spain, Brunei Darussalam, Accra, Ghana

(Africa) to mention some.

• Professor, St. Paul University Dumaguete, Silliman University, St. Joseph Seminary

College.

• Chairman, Advisers and Consultants, Office of the Governor, Negros Oriental.

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I. INTRODUCTION

A. Brief History

The corporation is a product of ancient Roman Civil Law.

By 250 B.C. Rome had perfected the corporation to

include all of the legal attributes we are familiar with in

corporations today. By 6 A.D., the corporation was

codified into the first great body of Roman Civil Law,

known as Corpus Juris Civilus.

After the time that Emperor Constantine declared Christianity

the official religion of the Roman Empire (323 A.D.) the Roman

Church appropriated and used the corporation for ecclesiastical

purposes and in particular, holding church property.

B. 2 Types of Corporation

1. Corporation Aggregate

2. Corporation Sole

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Among the first to do so were monks who held title to their

monasteries through corporations. Such monasterial

corporations usually had several officers functioning as a Board of Directors and were, therefore called a “corporation

aggregate”.

Several years later, Archbishops were authorized by the

Pope to organize corporations and appoint a Bishop as head of

the corporation, for the purpose of holding church property. The Bishop as the “sole officer” of said corporation was referred to

as “corporation sole”. He was authorized to act on his own

authority, absent the control of a board of directors. The Bishop

often served as an overseer for multiple parishes or communities, in what are known as “dioceses”.

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When the Bishop died, or was incapacitated, or was

removed by the Pope or Archbishop, title to the property passed not to the Bishop’s heirs, but to a successor corporate

sole officer (usually another Bishop). While the office of

corporate sole held title to property, that property did not “belong” to the Bishop personally, rather he held the property

on trust for the Church. In this sense, The Bishop was very much like a “trustee.”

These ancient corporation soles were often formed

under Canon Law and, therefore, absent the permission and

jurisdiction of the State.

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Those old corporation soles were not ‘creatures” of the

State”, as were all other corporations. The State recognized

and respected the Church’s authority to character its own

corporations and did not interfere in the Church’s jurisdiction.

Such was once the influence wielded by the all-powefulRoman Catholic Church. It was said that “king ruled nations”, but “the Pope ruled the kings.”

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So significant was the power of the Roman Catholic

Church throughout Europe that, for many centuries, no king

could ascend to his throne unless the Pope was present for

the coronation either personally or by his emissary. Immense fortunes were often paid to the Church to induce the Pope’s

coronation blessing, by his personally laying the crown on the new king’s head. The king upon whose head the diadem had

been laid by the Pope himself, could never be challenged, Such a king, having been crowned by the ‘Vicar of Christ”was viewed by his people as ruling in the place of God, and

by divine authority.

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C. The Reformation

The use of ecclesiastical corporation sole by

Catholic bishops continued largely unabated for a

number of centuries. However, things began to radically

change in the 16th century regarding the nature and

legal authorities of the corporation sole. This was

largely the result of the historic phenomenon known as “the Reformation”. The Reformation spread like wildfire

throughout Europe.

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D. Act of Supremacy (England, 1534)

The Church of England had long been Roman

Catholic. But that all changed when King Henry VIII

separated the Church of England from the Church of

Rome. The Act declared that the Pope had no

authority in England; the king of England was the “lord sovereign head “of the Church of England. The

“divine right of popes”, was exchanged for “the

divine right of kings” and the Church-State was

effectively replaced by State-Church.

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II. UNIQUE ADVANTAGES OF A CORPORATION SOLE

• Continual perpetual succession: the position, property and

power of the Corporation Sole are handed over to one’s

named successor on death, or retirement or for any other

reason, not to heirs or through executors as it is constituted as

an office within a church rather than a company or individual.

• Property of property or assets: all properties acquired by the

Church are held in the name of the Corporation Sole rather

than a church or individual to provide fuller protection for these

assets.

• No accounting requirements: there are no financial returns to

be made, no financial records to be kept - other than those

dictated by the church.

• No board of directors, officers, stock, by-laws, official minutes,

or a standard corporate name (“incorporated” or “limited”.)

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III. EXAMPLES OF CORPORATION SOLES

A.United kingdom

• Archbishop of Canterbury

• Archbishop of York

• Bishop of the Church of England

• Corporate Officer of the House of Commons

• Corporate Officer of the House of Lords

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B. United States, Canada, New Zealand

1. Corporation of the President of the Church of Jesus

Christ of Latter-day Saints

2. Corporation of the Presiding Bishop of the Church of

Jesus Christ of Latter-day Saints

3. Office of the Sovereign of Canada

4. Office of the Privacy Commissioner of New Zealand

5. Roman Catholic Bishops of the dioceses (US,

Canada, New Zealand)

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C. Philippines

• Roman Catholic Bishop of Dumaguete

• Roman Catholic Bishop of Kabankalan

• Iglesia ni Cristo (Phils, 1914; China, 2014)

D. Vatican State

• The Pope is Head of State

• The Pope is the Bishop of Rome

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IV. PHILIPPINES CONCEPT OF A CORPORATION SOLE

The Roman Catholic Church is a corporation by

prescription, with acknowledged juridical personality inasmuch as it is an institution which “antedated by almost

a thousand years any other personality in Europe, and

which existed when Grecian eloquence in Antioch and

when idols were still worshipped in the temple of Mecca”.(Corporation Law, Villanueva (2010); H. de Leon

(2010).

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V. ORGANIZATIONAL STRUCTURE OF THE ROMAN CATHOLIC DIOCESE OF DUMAGUETE

JudiciaryPastoral Action

Administrative

(Temporal Goods)

VICAR GENERAL

CURIA

BISHOP

Episcopal Vicar

Episcopal Council

Vicar Forane

Council of Priests

Pastoral Council

Finance Committee

Finance Administration

Chancellor

Notary

College of Consultors

Judicial Vicar

Board of Defenders

Justice Promoter

Procurator

Advocate

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VI. FINAL REMARKS

A. Characteristics of Successful Organizations in the 21st Century

1. Adaptability

2. Appreciation of Ambiguity

3. Accommodation

4. Accomplishment

5. Accessibility

6. Access Ability

B. Marks of Successful Workers

1. Personality

2. Human Relations

3. Communication Ability

4. Character

5. Intelligence

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