I have been asked to submit an article concerning considerations with respect to unification should it arise in the future between the WLCU and any proposed organization that would seek to enter into dialogue and ultimately concluded negotiation as to unification. These matters that are set out in my opinion are what I consider to be basic tenets as a lawyer and considering my mandate as the General Counsel, such as it is and exists; these are matters that ideally should be considered in respect of any future dialogue should it occur again. I am grateful for the opportunity to make this contribution and say, not immodestly, for the benefit of the members concerned throughout the Diaspora.
I am also mindful that in giving my opinion concerning the legality and ramifications of any future Unity dialogue this opinion to be disseminated to members.
As you may know there were negotiations initiated by the actual WLCU administration undertaken with respect to an amalgamation with another body which received both concern and quite vigorous debate .
The concept of a Unity Meeting is to say the least an amorphous if not nebulous prospect. Unity with whom, and for what?
What were to be the integers of amalgamation, and more importantly the machinery whereby such amalgamation would occur?
In terms of corporate governance, the WLCU is, like any other corporate organization, or for that matter body politic, a band of people grouped together but under a corporate charter, which of itself requires that the members conform to their undertaking to abide by that charter, and in our case the Constitution as promulgated and as it applies globally.
As a matter of corporate governance it is my opinion that the following (and not limited to) should distinctly appear with respect to the amalgamation as follows:
- A defined plan for the proposed amalgamating body should be undertaken between both bodies seeking to amalgamate and having an independent person assess and audit the conformity in terms of considerations between both bodies.
- The constitution of the proposed amalgamating body should provide, to ensure that it is in conformity with our Constitution such as it is, and more importantly was amenable to enable it to be considered as an amalgamee with our own body which is, of course, an INGO having accreditation with ECOSOC.
- The aims and aspirations of WLCU membership should be factored into a paper which should be produced as expeditiously as is possible concerning how or in what circumstances the bodies would amalgamate and the assets to be the subject of the amalgamation would be vested in the proposed amalgamated body.
- A document would be have been published which, having been reduced to writing would be indicative of how this amalgamation process would occur in terms of asset acquisition and whether there were any liabilities within the proposed amalgamee that we would either want to disclaim or for that matter be guarded against seeking an indemnity, lest we assume liabilities that we were not prepared to indemnify them for in all the circumstances.
- A document or discussion paper to be produced by the World President to the members of the dialogue or consultative committee, to give indication of what the discussions were, how they had been brokered, when and where, and what were the essential terms of such discussion in terms of the consensus being disseminated to the GRCs, then the proposal to discussed and voted on to be approved at a world meeting.
I hereby state for the benefit of all members, if the 5 points above are not considered, any opinion in this matter is wrong and in error in law both in a matter of corporate governance and, more particularly, according to the United Nations Charter.
I would like to remind you that the United Nations Department of Public Information requires an INGO to have the following criteria:
(i) It must support and respect the principles of the Charter of the United Nations.
(ii) It must be of recognized national or international standing – what has this amalgamee done in terms of such standing, either nationally or internationally?
(iii) It should operate solely on a not-for-profit basis and have tax-exempt status – where is the evidence that this amalgame has that specific recognition?
(iii) It should operate solely on a not-for-profit basis and have tax-exempt status – where is the evidence that this amalgame has that specific recognition?
(iv) The proposed amalgamee must have the commitment and means to conduct effective information programs with its constituents and to a broad audience about UN activities by publishing newsletters, bulletins and pamphlets, organizing conferences, seminars and round tables, or enlisting the attention of the media – where has the World President collected and/or collated such material to satisfy us that this proposed body meets this specific criterion? In short, this has not occurred.
(v) The proposed amalgamee has an obligation to submit to us an audited financial statement indicative in US currency and conducted by a qualified, independent accountant, which of necessity would be required before anyone could seriously consider whether any amalgamation could take place – yet again an abject failure on the part of the World President to undertake what would be expected of a person who is both a lawyer and an official as president of this body who would be familiar with the United Nations pre-requisites for membership within an INGO, and more importantly would have concern himself that his own organization would not amalgamate with a body that did not meet these criterion.
(vi) The proposed amalgamee has an obligation to submit, with full disclosure its statutes or by-laws, which ideally should provide for a transparent process of taking decisions, election of officers and members of the boards of directors of that body, and, unlike our own World President, would not make decisions single-handedly and unilaterally to require unification without in any way disseminating such matters to both his executive and, more importantly, to the world membership at large. The prudent course when an amalgamation is proposed and we have no idea of the body with which we are to be amalgamating, as to its corporate governance in either its capability or status is neither a proposition that we should seriously consider, nor should we even embark upon it if threshold considerations cannot be satisfied at the outset.
(vii) Finally, the proposed amalgamee has an obligation to submit an established record of continuity of work that would enable it to be confidently expected to assist and work with us in the future in the determination of work on behalf of the United Nations as we have attempted and are continuing to undertake in the spirit of appreciating our status as an INGO?
In my considered legal opinion, any future proposed amalgamation should not in any way betray and/or abrogate our right to exist as an entity and a registered INGO as such.
We could not consider to amalgamate with a body that we have no indication as to its status and whether it can conveniently but, more importantly, conceptually conform to what we are undertaking is to capitulate for no good reason our independence and sovereignty as achieved and sustained over the years, and with which I cannot countenance any such proposal.
I also ask that, this opinion be disseminated to all the WLCU memberships through the online magazine “the Lebanese heritage” throughout the world, and in my capacity as world counsel to the WLCU, I so advise.
Respectfully submitted,
Stephen J. Stanton SC