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[Gailon Arthur Joy]

In a move reminiscent of the highly publicized 3ABN/AF Merger in 2007 that
AF eventually backed away from at the ASI convention in August 2007, AF intends to "merge with" Weimar. The 3ABN merger collapsed following stiff denominational resisitance to the proposed seccesion of AF from the NCC denominational constituency, and significant differences regarding the disposition of non SDA 3ABN staffing integration problems. Other issues were also frequently cited privately.

The Weimar merger, long discussed, resulted from a visitation between two people on Sabbath which turned into a letter of understanding and was prepped for Weimar board presentation the very next day. The AF board will be considering the issue, according to sources, at a meeting on Sunday, March 2, 2008. Given the remarkably easy Weimar asset grab described in the letter of understanding, AF is likely to opt to grad the incredibly cheap deal. Some sources assert that the Weimar estate may be worth something in the area of thirty million ($30,000,000) dollars and the purported agreement allows that
"the operations of Weimar would be directed solely by Amazing Facts".

The hastily prepared letter of understanding, purportedly 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 and into weimar, and seceding from the denomination? "The organization to be used will be the existing 501(c) (3) non profit corporation of Weimar Institute". 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? The same old governance issues we have addressed at 3ABN?

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

AUReporter@AUReporter.com or PM me at this sight.

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

[J.R. Layman]

Well if Weimer is going down the tubes financially (which it sounds like).....what choice do they have but to do this? At least DS isn't getting  his grubby hands on the property!  And the AF board, as I understand it, is made of of NCC pastors.  Wouldn't be a bad idea if AF took over 3ABN.....Jim Gilley hasn't exactly demonstated  dynamic hands on leadership style   (their still wasting McNallis money, sueing you, arn't they?)......  Danny is still around and it appears that the McNaillasis are still calling the shots there and at ASI........   (humm, and who exactly was bribing Falkenburg with that under the table payment through the Columbia Unions Worthy Student fund, to Falkenbergs wife?...I'm not sure, might have been those cement mixer truck folks, or those  baking company folks out of Tenn.....someone said it was both families) Either way, Folkenberg made out like a bandit.....Harley Davidson Motorcycles.....a $460,000 mansion....all on a poor ministers pay!

Jim Gilley ran for U.S. Congress back in 1972 or 1973, in Dallas.  I can still remember seeing the highway billboard on the old Dallas/Ft. Worth Toll road for him. (now I-30).......he's a better politician.....then a "pastor" IMO.......although he didn't win that election.....so then he went on, and won an election to be the Conference President in the Ark/La Conferance years later.

J.R. just rambling on......

[Gregory]

As I see the documentation:

The two organizationss remain.  The first is the legal structure for Amazing Facts.  I so notsee any change in that.  The second is the legal structure for Wemar Institute.  That legal structure remains but it is controlled by Amazing Facts.

So, I see Amazing Facts controlling Wemar, but I do not see it as a merger of the to corporate bodies. Rather I see the two corporate bodies remaining.  It is jsut that AMazing Facts controlls both.

Is this legal nitpicking?  No, it is not.  It is a critical legal distinction.

[Bob Pickle]

Gregory, do we have any examples out there of a denominational entity operating an independent ministry in such a fashion?

If the two organizations do remain separate, why the references to "new combined ministry" and "the ministries will combine on the following basis"?

[Gregory]

Gregory, do we have any examples out there of a denominational entity operating an independent ministry in such a fashion?

[Bob, whether or not this has ever been done before is not of major importance.  However, a careful review of how certain Adventist hospitals merged with another organization to form Centura might be one answer to your question.  However, your question may raise a valid point.  Amazing Facts is as some would call it, a "semi-independent" organization.  Due to its legal organizational structure is the official chruch (the Northern California Conference) required to give any kind of an approval to this proposal.  If the Board of Wemar is required to vote on it, is any Amazing Facts Board which is a part of the SDA denomination required to vote on it--GM?]

If the two organizations do remain separate, why the references to "new combined ministry" and "the ministries will combine on the following basis"?

[Bob, the term "merger" is a legal term with specific legal meaning. The phrase "combined ministry" is not a lagal term with a specific meaning.  It would be perfectly proper for one to say that Amazing Facts and Wemar now have a combined ministry.  Although one could argue that Wemar has been subsumed by Amazing Facts. EVen in this case, the future ministry of Amazing Facts would be based in part upon the assets of Wemar.  The assets that Wemar brings to  Amazing Facts are considerable.  Amazing Facts is gaining much if this goes through--GM.] 

=====

Edited to correct formatting of quoted section only, which I thought I had previously done here. - Daryl

[Johann]

The merger of AF and 3ABN seemed to fail because the structure of 3ABN did not fit into the AF denominational model. Is Weimar better fitted into the denominational model?

[Gregory]

Johann:

Again, in the legal sense, I do not see this as a merger.

Wemar was independent, as I understand it, of the denomination.  The legal structure of Wemar remains.  Therefore, as I understand it, Weman will not become a part of the denomination any more than it previously was a part.

Will the denomination have any control over Wemar due to Amazing Facts taking charge?  Only if some denominaitonal leaders are placed on this new Board.  If none of the members on this new Board are denominational leaders who are on the Amazing Facts Board, the denomination will have no control over Wemar.

The bottom line is: Amazing Facts is taking over Wemar.  The denomination will likely have little to say about what Wemar does, unless denominational leadership is placed on the new Board.  One unanaswered question for me is:  Will the denomination have any say in regard to what Amazing Facts plans to do?

 

[Bob Pickle]

The merged organization would possibly have less denominational workers on the board than what AF's board currently has.

[GrandmaNettie]

Perhaps somebody could contact the Chairman of the Amazing Facts board to find out the answers rather than speculating.  He has been quite approachable in the past and may be at liberty to answer questions.  I'm not volunteering for that duty, but someone who is really interested in the developing situation could.

[Gailon Arthur Joy]

Perhaps somebody could contact the Chairman of the Amazing Facts board to find out the answers rather than speculating.  He has been quite approachable in the past and may be at liberty to answer questions.  I'm not volunteering for that duty, but someone who is really interested in the developing situation could.

Grandma,

I think it is your calling. You have been very helpful in the past and I am sure he would answer your inquiry. Seems like a natural to me.

Keep up the good work.

Gailon Arthur Joy

[Gregory]

Today, I sent the President of the Northern Callifornia Conference the following message:

"The above post has generated some Internet concern.  In general the questions involve the following:



1)  Amazing Facts has a clear organizational relationship to the organized church through the Northern Callifornia  Conference (NCC).   Will the NCC be required to give any approval to the above plans?



2) If the above plans take place, will the NCC have any oversight authority over the reconstituted Weimar Board that will be controlled by Amazing Facts.



3) As President of the NCC and therefore a denominational leader with clear structural ties to Amazing  Facts, how do you view the proposed plans for Amazing Facts to take over Weimar Institute?



4) Do you view this proposal as one that will bring Weimar Institute into a closer relationship with the SDA Church, or do you view it as one that will in part remove Amazing Facts from denominational oversight?



 5) What other comments would you be willing to make in regard to this proposal?



NOTE: My plan is to post on the Internet any response that you may make.  This proposal has aroused some interest and people want to know.



Thank you,

Gregory Matthews"

I will let you know when (if) I have any response.

[Chrissie]

Today, I sent the President of the Northern Callifornia Conference the following message:

"The above post has generated some Internet concern.  In general the questions involve the following:



1)  Amazing Facts has a clear organizational relationship to the organized church through the Northern Callifornia  Conference (NCC).   Will the NCC be required to give any approval to the above plans?



2) If the above plans take place, will the NCC have any oversight authority over the reconstituted Weimar Board that will be controlled by Amazing Facts.



3) As President of the NCC and therefore a denominational leader with clear structural ties to Amazing  Facts, how do you view the proposed plans for Amazing Facts to take over Weimar Institute?



4) Do you view this proposal as one that will bring Weimar Institute into a closer relationship with the SDA Church, or do you view it as one that will in part remove Amazing Facts from denominational oversight?



 5) What other comments would you be willing to make in regard to this proposal?



NOTE: My plan is to post on the Internet any response that you may make.  This proposal has aroused some interest and people want to know.



Thank you,

Gregory Matthews"

I will let you know when (if) I have any response.

Thank you Gregory. I look forward to further information when (if) you receive a reply.

[Gregory]

This being the weekend, he may not read it until Monday.  Then, he may not respond immediately.

[Gailon Arthur Joy]

Here, Mr. Gregory is your response via Mr Garcia, some clarity with some more questions:

Re: More Weimar/Afacts Details

--- In WeimarAlumni@yahoogroups.com, Doug Garcia <iteam7@...> wrote:
>
> Hello Group,
>
> I've tried to get more information to help keep down unnecessary
> speculation.
>
> I've been able to get a hold of the info below.
>
>
> dg
>
> -------------------
>
>
>
> Rumor - "There Was A Secret Meeting on Sabbath"
> The facts. -- Weimar and Amazing facts have been in frank open
> discussion about partnering/merging the ministries for nearly two
> years. The staff members of both ministries have been praying about
> this possibility. They have already been doing many ministry things
> together. All relevant meetings have been authorized by or reported
> to the boards. The most recent meeting between two individuals
> representing both boards was not on the Sabbath, but after it ended.
> There have been no clandestine meetings.
>
>
> Rumor - Amazing Facts "Stole" Weimar so they can sell the property and
> put the money in their AFCOE program.
> The facts. Weimar initially approached A-Facts regarding this
> partnership. The agreement stipulates any Weimar property sold must be
> reinvested in the Weimar vision. If this merger goes through, part of
> the agreement is that Amazing Facts buy more adjacent property for the
> development of the program. True, some of the AFCOE program may be
> moved up to the Weimar campus. The value of Weimar for Amazing Facts
> is in its incredible ministry potential, not its property.
>
>
> Rumor - "Weimar estate may be worth something in the area of thirty
> million ($30,000,000)."
> The facts. Weimar Institute is a valuable piece of property but $30
> million is a gross exaggeration. Weimar was built from the remaining
> campus of an old tuberculosis Center. Some buildings are nearly a
> hundred years old. There is a cemetery on the property and numerous
> environmental and development restrictions. The property was
> appraised about a year ago and the value was closer to 15 million. In
> the past year most California property values have gone down 15%. As
> Amazing Facts considers this opportunity for ministry, they are not
> asking how much they will make but how much it will cost to revitalize
> Weimar Institute.
>
>
> Rumor- "The Church has now taken over Weimar."
> The facts. Weimar will remain a separate entity operating under
> it's original 501(c) (3) non profit corporation. The members of the
> Amazing Facts board will be added to five members of the existing
> Weimar board. Both Boards are currently comprised of mission minded
> SDA business and medical professionals, Lawyers, educators, and
> conference employees. Amazing Facts is organizationally connected
> with The Northern California Conference but is led by it's own
> independent constituency and board.
>
>
> (The below language is pulled from the actual discussions.)
> It is proposed that Amazing Facts and Weimar Institute merge to create
> a vibrant end-time ministry. This encompasses the REAP concept based
> on Matthew 9:35 combining Restoration, Education, Adoration, and
> Proclamation. (Organizationally both entities would still remain
> separate to protect both ministries from crossover liability.)
>
> "Whenever it is possible to have a school and a sanitarium near
> enough together for helpful co-operation between the two institutions,
> and yet separated sufficiently to prevent one from interfering with
> the work of the other, let them be located so as to carry on their
> work in conjunction. One institution will give influence and strength
> to the other; and, too, money can be saved by both institutions,
> because each can share the advantages of the other." SpTB11 11.3
>
> The current entities of Amazing Facts and Weimar Institute would
> combine to form a single, unified ministry while remaining distinct.
> The scope of the ministry would encompass the existing core elements
> of the two individual ministries. The purpose of the merger would be
> to create a synergistic combination of the elements of teaching,
> preaching, and healing where all elements are robust and vibrant and
> working in harmony with the combined efforts having a far greater
> impact than any of the component parts alone.
>
> Ultimately this partnership is a bold venture to fulfill the long
> neglected Spirit Of Prophecy council that we unite our evangelistic
> efforts and preaching, with teaching and healing.
>
> [END]
>
>
>
> [Non-text portions of this message have been removed]

[Gregory]

The above resposne provides a nice picture for the SDA Member.  What it does not provide is a clear answer to questions that buisiness people would ask.