Dear Mr. Steven Dieu,
I read your article on Tao Thao and Luu Bi and it concerns me greatly. Not because of your inappropriate analogy (we are simple Buddhists, not out to be kings or take over an empire), but because of a seeming lack of awareness of our current legal quagmire that we have inherited. Before I dabble in your area of expertise, I would like to take this opportunity to express a sincere appreciation of your time and efforts in this whole endeavor. I am reminded of how community work is such a thankless job. As an attorney, you also put your license and your future earnings on the line. In the matter of a year, you have gained respect and trust from Thay Giac Dang and your fellow director members and that speaks highly of your characters and determination.
It is in that light that this email was written, as constructive feedback in hope of a better outcome for all of us in the months to come. We cannot fix the past, but can hope to learn from it. In the span of one year, we have descended into this schism of anger and doubts for which we all should take responsibility. In my opinion, it begins with the incorporation that you did as the registered agent. While UBCV – GHPGVNTN is legal and defensible, the confusion with its namesake starts us down this slippery slope of legitimacy. UBCV is the English name and GHPGVNTN is the Vietnamese name of the parent organization in Vietnam. The incorporated name should have been Van Phong II Vien Hoa Dao, the organized entity that you have as client. Even though it was added as an assume name, this bespeaks still of an overstepping of bounds and an overreaching of purpose, either intentional or careless.
All incorporated entities of this complexity require a set of bylaws to organize and operate. Fourteen months into its incorporated existence, UBCV still does not present the bylaws, thus creates an impression that the organization acts on the fly and at the whim of its directors. According to Sec. 22. 102 of the Business Organizations Code (attached), “The initial bylaws of a corporation shall be adopted by the corporation’s board of directors or, if the management of the corporation is vested in the corporation’s members, by the members.” UBCV’s management was vested in the board of directors, thus the responsibility for its bylaws lay at your feet.
Our next slide down the rabbit hole was UBCV’s organization meeting which was allegedly called on 8/19 with a 24-hour notice. Sec. 22.104 clearly states that “The organizers or directors calling the meeting shall send notice of the time and place of the meeting … not later than the third day before the date of the meeting.” Granted that you were not one of the original directors, your intimate involvement and role as legal counsel should have inspired you to advise a less hurried agenda. It would not have mattered anyway since Ms. Faulkner has only one vote and a minority. Sec. 22.103 requires that “A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation,” implying that, since the certificate of formation only allowed for 3 directors, both the bylaws and its amendment are required before any addition of board membership.
Here I will ask your indulgence to speculate. The speed you executed for the addition of the board gave hints of an external deadline or agenda unrelated to any filing requirements. My paranoid self wonders, why 6 more directors ? Is it because you need a 2/3 majority for approval of a “fundamental action,” the only action that requires a vote of 2/3 of directors ? The list of “fundamental actions” in Sec. 22.164 includes, among others, a merger, a conveyance, a sale of all or essentially all the assets, and a voluntary winding up (dissolution). If the predominant majority was intentionally sought, what is the intended fundamental action ? Another question is that since you supposedly already have that 2/3 ratio with the original board of directors, why bother to add more ? It’s not for the stated reason of the organization needing help, because these talented people could just be in the Executive Committee. Or is it because when the time comes Thuong Toa Thich Giac Dang’s vote in the original board couldn’t be guaranteed ?
Since taking over as President, you have embarked on a whirlwind of press conferences to win public approval, I think they are well-meaning but ill-advised. The best route is not more talks but more transparency and financial accountability. I hope that these will soon happen. Tax due date was two days ago for organizations like UBCV. You should have had all the accounting information already, or face severe penalty from the IRS. Nothing is better at improving public sentiment than when an organization’s finances are proven honest. I would like to suggest that since you are the President of UBCV, its financial responsibility will also lie with you. For all our sake, I would suggest a release of UBCV’s 2014 available tax records, or better yet, a financial audit from an independent third party of these records.
Thay Giac Dang has spoken many times of “ban giao”. For that to happen, I think that you, as the President, are better than anyone else to assist with the transition. Other than what to transfer, it is also to whom the transfer should occur. It may be wise to reach out to Thay Huyen Viet to see if he has the people in mind to help with a new board. It is, therefore, in my humble opinion, unwise (as well as unbecoming) for you to get further involved in the controversy. My unsolicited advice is, when you’re in a hole, stop digging !
Both sides believe that important elections and decisions are to happen with the October conference. Thay Giac Dang spoke of allowing people to vote on chua Phat Quang’s fate. Others are accusing that meeting attendees will legitimize and ordain Thay Giac Dang as the new leader of GH. Neither will happen. Please take the earliest opportunity to inform Thay and all of us that due to the way that you vested UBCV’s management, members are not allowed to vote, or at least our votes are not binding. It took you one day to get on the board and become President and two more days to file names of the new board with the state. It would be very uncharacteristic if a decision of fundamental importance has not already been made, not awaiting any unofficial vote. Therefore, I respectfully decline the speaking opportunity that Thay has generously offered me because I will not attend.
I believe that you can rectify the mistakes, restore trust and legitimacy and be a good leader. I optimistically think that this situation is still salvageable. (It has to be !). But what we desperately need is a good lawyer with forethought and expertise, not a Luu Bi. Our Buddhist core values are simple, it is called The Eightfold Path (Right Understanding, Right Intention, Right Speech, Right Action, Right Livelihood, Right Effort, Right Mindfulness and Right Concentration). If you stay on this Path, you will always find good people walking alongside you.
Sincerely,
Minh Phuc Tran Quoc Hung
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