On August 23, 2002, the Court issued an opinion regarding the removal of Kwan Choi from the Board of Trustees of Urantia Foundation. The Court ruled that the removal was defective as a result of a technical deficiency in carrying out the removal procedure. The Court therefore granted Kwan Choi's Motion for Partial Summary Judgment and denied the Motion for Summary Judgment by the remaining Trustees.
In the meantime, the remaining trustees have again voted unanimously to remove Kwan Choi at special meetings called for that purpose and at their regular quarterly meeting in October, 2002. Dr. Choi continues to object to each of the votes as being invalid.
The issue before the court involved the interpretation of Urantia Foundation's Declaration of Trust and Bylaws. Following the initial, unanimous vote to remove Kwan Choi as a Trustee on September 7, 2001, the By-Laws called for additional votes to take place at the next three quarterly meetings of the Board on October 20, 2001, January 19, 2002, and April 20, 2002.
The wedding of one Trustee's daughter occurred on October 20, 2001, and so a request was made to reschedule that meeting to the following weekend, October 26, 2001. Kwan Choi indicated he had a previous commitment on October 26, and so the meeting was rescheduled to November 10, with notice to all of the Trustees. Kwan Choi attended the November 10 meeting with his attorney. The Trustees voted to remove Kwan as a Trustee at the November 10 meeting and again at the meetings on January 19 and April 20, 2002.
The Court found that, although meeting dates may be changed by agreement of the Trustees, because Kwan Choi did not consent to change the meeting to November 10, the removal vote cast on that date was invalid. The Court held that the removal process was, therefore, defective and not in compliance with the By-Laws.
It should be noted that the provisions of the Declaration of Trust (DOT) and the By-Laws differ regarding the requirements for removal. The DOT provides that a Certificate of Removal shall be recorded following a single, unanimous vote for removal by the remaining Trustees.
The DOT is also clear that it only authorizes By-Laws to be enacted that are consistent with the DOT. Although the By-Laws provide for additional votes at three consecutive quarterly meetings, the Board of Trustees have consistently understood this to mean that the initial vote effects removal and the additional votes allow a time-delay for possible reinstatement. Therefore, they believe that after an initial, unanimous vote for removal, one no longer has rights and duties as a Trustee unless reinstated in one of the three additional votes required by the By-Laws. We believe that to interpret the By-Laws as requiring the Board to have additional votes to effect removal than what is prescribed by the DOT incorrectly subordinates the DOT to the By-Laws. The DOT and case law are clear that the DOT, not the By-Laws, are controlling in the event of a conflict.
In the current case, however, the Court has held that one continues to serve as an active Trustee and retains the right to vote even after the initial, unanimous vote for removal until all of the provisions of the By-Laws have been complied with. Hence, the court held that because Kwan Choi did not vote to move the meeting date to November 10, the vote taken at the rescheduled meeting was ineffective.
Further updates will be provided as information becomes available.