BY APPO JABARIAN
In the aftermath of the 1998 world meeting of elected delegates held in Los Angeles, Armenian General Benevolent Union’s (AGBU’s) tens of thousands of members lost their voting rights as a result of being uninformed about and their inadvertent approval of a proposed amendment to the AGBU’s By-Laws eliminating the general membership and their voting rights.
The motion on the amendment was presented by the leaders of AGBU Louise Manoogian Simone and Berge Setrakian. Reportedly, many delegates didn’t even read the motion and blindly voted in its favor. Others who had read and had become aware of the impending dangers resisted and criticized by were somehow pressured to go along with the crowd.
Ever since AGBU’s takeover, the organizations has markedly deviated from its original mission of providing Armenian Education to Diasporan Armenian children and has been shutting down Armenian schools throughout the Diaspora.
In late 2019, AGBU’s top leaders Sinan Sinanian, Berge Setrakian and others unilaterally decided to shut down AGBU Vatche and Tamar Manoukian High School in Pasadena. There were no dues-paying and voting members around to stop the shuttering of the school. Sinanian is also a Trustee of Ararat Home of Los Angeles, Inc. (Ararat Home) along with Board of Trustees Chairman Joseph Kanimian.
Now a similar motion is being pushed forward at Ararat Home.
To the credit of many Ararat Home dues-paying members, Ararat Home has a great chance to survive such a similar fate that befell AGBU in 1998.
A committee has been formed by longtime members of Ararat Home to oppose the proposed amendment eliminating the voting rights of the dues-paying members.
On Wednesday Feb. 26, the Committee’s Chairman Mr. Nazar H. Ashjian, Jr. issued a “STATEMENT OF OPPOSITION TO PROPOSED AMENDMENT
TO THE ARARAT HOME OF LOS ANGELES, INC.’S ARTICLES OF INCORPORATION AND BY-LAWS WHICH, IF PASSED, ELIMINATES ALL MEMBERS’ VOTING RIGHTS.”
Nazar H. Ashjian, Jr., is a longtime CPA, a life member and former Chairman, Board of Trustees of the Ararat Home of Los Angeles, Inc. and Chairs the Committee of Ararat Home Members who oppose the proposed amendment to the articles of incorporation and the by-laws.
On behalf of the Committee, Mr. Ashjian urged the entire Armenian community to attend the membership meeting to be held Sunday, March 29, 2020 at 3 PM and urged members of the ARARAT HOME to vote “NO” to the proposed amendment to the articles of incorporation and the by-laws.
Mr. Ashjian underlined: “At this annual meeting, the Board of Trustees of the ARARAT HOME has put forward a proposal to amend the articles of incorporation and the by-laws. The purpose of this proposal is to eliminate the entire class of voting members. The members vote to elect trustees, amend provisions of the articles of incorporation, amend corporate by-laws among other tasks. The membership provides a check and balance to the Board of Trustees by exercising their right to vote. If the membership class is eliminated, a trustee will not be required to stand for election. The Board of Trustees will have free reign to appoint trustees.”
He added: “The proposed amendment completely removes the members’ right to vote giving the Board of Trustee’s free reign to act without having to answer to the membership. This will give the Board of Trustees control of the ARARAT HOME’s multi-million-dollar portfolio of assets while completely eliminating the trustee’s accountability to the members.”
Mr. Ashjian quoted Sir John Dalberg-Acton, 1st Baron of Acton: “POWER TENDS TO CORRUPT; ABSOLUTE POWER CORRUPTS ABSOLUTELY.”
He concluded: “The ARARAT HOME has a long and rich history of supporting the elderly in the Armenian community. For over 70 years, the ARARAT HOME has grown and prospered with the support of the Armenian community and has always maintained its independence and autonomy from any individual, religious, or political organization. The ARARAT HOME is and always will be a home for, not just a few, but for all elders —especially the needy elders in our community. … Remember, only members who are present at this meeting may vote. Come and vote NO so your voice can be heard.”
Many community members as well as ARARAT HOME dues-paying members are concerned about the fate that awaits The Home in the event the By-Laws amendment motion passes.
“It’s interesting how softly Kanimian, Esq. has worded certain paragraphs in the undated correspondence sent out in early Feb. The wording clearly intends to create confusion in the mind of the reader,” said a dues-paying member.
Why suddenly this newest corporate-like maneuver has been initiated under the guise of an innocent-sounding motion?
Ararat Home of Los Angeles, Inc. was initially targeted by the primate of Western Diocese Arch. Hovnan Derderian. Derderian wanted Ararat Home of Los Angeles, Inc. to invest nearly $15 million in a joint Western Diocese project proposed by Derderian’s proxies on the Board of Ararat Home – the former Western Diocese Diocesan Council Chairman and now Chairman of Ararat Home Joseph Kanimian, Esq. along with longtime Western Diocese fixture Sinan Sinanian, general contractor of the Western Diocese St. Leon Cathedral and the general contractor for two recent buildings at Ararat Home of Los Angeles, Inc. while being an active member of Ararat Home. How can a person wear two hats – a trustee whose fiduciary duty is to pursue accountability of the contractor while being the contractor himself? A glaring conflict of interest! Even though Ararat Home has always prided itself with upholding transparency and accountability, but can the top management of the organization guarantee that there has been total transparency in Sinanian construction costs?
Since Derderian and his proxies couldn’t get the $15 million now they want to take over the entire organization, it seems.
If it passes, the motion that is being promoted by the current Ararat Home Board Chairman Kanimian, Esq. will effectively rescind members’ voting rights in order to potentially
1) Control the organization and its $100 million plus assets;
2) Unilaterally decide the future direction of the organization by unjustifiably shutting down the organization and ultimately liquidating its assets leaving hundreds of Armenian senior residents homeless; or if the organization is kept open
3) Dictate the admittance process of elderly candidates to the home; and
4) Potentially establish a monopoly that may eventually trigger massive misappropriation and/or mismanagement of over one hundred million dollars in funds, real estate assets and other properties including historic artifacts in the Ararat Home Eskijian Museum.
A longtime member of Ararat Home of Los Angeles, Inc. lamented: “This is a coup! ‘If it ain’t broke, don’t fix it.’”