Dr. sojor (organization culture of a corporation sole)
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Speaker: HENRY A. SOJOR, Ph.D.
(Silliman U.)
June 16, 2015, 2:00pm.
Hotel Essencia, Dumaguete City
2. HENRY A. SOJOR, Ph. D. ( Silliman University )
Chairman, Advisers and Consultants, Office of the Governor SOJOR ( 2 )
Province of Negros Oriental
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RESUMÉ of HENRY A. SOJOR, Ph.D.
• First Doctor of Philosophy (Ph.D.) Graduate of Silliman University, (1977)
• First University President, Negros Oriental State University (1991-2012, 21 years)
• First University Professor, Negros Oriental State University
• Fellow, International Advisory Council, Royal Institute of Education, Republic of
Singapore.
• Recipient, Leadership Award and Medal of Honor, International Directory of
Distinguished Leadership, the Contemporary Who’s Who of Professionals,
American Biographical Institute, Inc., Raleigh, North Carolina, USA.
• Recipient, Outstanding Oriental Negrense Award, (2007)
• President, Philippine Association of State Universities and Colleges (PASUC 7)
• President, Association of Higher Education Institutions (AHEIR 7)
• National President and Chairman of the Board, Coordinating Council of Technical –
Vocational Educational Associations of the Philippines (COCOTVEAP)
• Speaker in International Conferences: Canada, USA, Taiwan, China, Indonesia,
Thailand, South Korea, Australia, Spain, Brunei Darussalam, Accra, Ghana
(Africa) to mention some.
• Professor, St. Paul University Dumaguete, Silliman University, St. Joseph Seminary
College.
• Chairman, Advisers and Consultants, Office of the Governor, Negros Oriental.
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I. INTRODUCTION
A. Brief History
The corporation is a product of ancient Roman Civil Law.
By 250 B.C. Rome had perfected the corporation to
include all of the legal attributes we are familiar with in
corporations today. By 6 A.D., the corporation was
codified into the first great body of Roman Civil Law,
known as Corpus Juris Civilus.
After the time that Emperor Constantine declared Christianity
the official religion of the Roman Empire (323 A.D.) the Roman
Church appropriated and used the corporation for ecclesiastical
purposes and in particular, holding church property.
B. 2 Types of Corporation
1. Corporation Aggregate
2. Corporation Sole
5. SOJOR ( 5 )
Among the first to do so were monks who held title to their
monasteries through corporations. Such monasterial
corporations usually had several officers functioning as a Board
of Directors and were, therefore called a “corporation
aggregate”.
Several years later, Archbishops were authorized by the
Pope to organize corporations and appoint a Bishop as head of
the corporation, for the purpose of holding church property. The
Bishop as the “sole officer” of said corporation was referred to
as “corporation sole”. He was authorized to act on his own
authority, absent the control of a board of directors. The Bishop
often served as an overseer for multiple parishes or
communities, in what are known as “dioceses”.
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When the Bishop died, or was incapacitated, or was
removed by the Pope or Archbishop, title to the property
passed not to the Bishop’s heirs, but to a successor corporate
sole officer (usually another Bishop). While the office of
corporate sole held title to property, that property did not
“belong” to the Bishop personally, rather he held the property
on trust for the Church. In this sense, The Bishop was very
much like a “trustee.”
These ancient corporation soles were often formed
under Canon Law and, therefore, absent the permission and
jurisdiction of the State.
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Those old corporation soles were not ‘creatures” of the
State”, as were all other corporations. The State recognized
and respected the Church’s authority to character its own
corporations and did not interfere in the Church’s jurisdiction.
Such was once the influence wielded by the all-poweful
Roman Catholic Church. It was said that “king ruled nations”,
but “the Pope ruled the kings.”
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So significant was the power of the Roman Catholic
Church throughout Europe that, for many centuries, no king
could ascend to his throne unless the Pope was present for
the coronation either personally or by his emissary. Immense
fortunes were often paid to the Church to induce the Pope’s
coronation blessing, by his personally laying the crown on the
new king’s head. The king upon whose head the diadem had
been laid by the Pope himself, could never be challenged,
Such a king, having been crowned by the ‘Vicar of Christ”
was viewed by his people as ruling in the place of God, and
by divine authority.
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C. The Reformation
The use of ecclesiastical corporation sole by
Catholic bishops continued largely unabated for a
number of centuries. However, things began to radically
change in the 16th century regarding the nature and
legal authorities of the corporation sole. This was
largely the result of the historic phenomenon known as
“the Reformation”. The Reformation spread like wildfire
throughout Europe.
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D. Act of Supremacy (England, 1534)
The Church of England had long been Roman
Catholic. But that all changed when King Henry VIII
separated the Church of England from the Church of
Rome. The Act declared that the Pope had no
authority in England; the king of England was the
“lord sovereign head “of the Church of England. The
“divine right of popes”, was exchanged for “the
divine right of kings” and the Church-State was
effectively replaced by State-Church.
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II. UNIQUE ADVANTAGES OF A CORPORATION SOLE
• Continual perpetual succession: the position, property and
power of the Corporation Sole are handed over to one’s
named successor on death, or retirement or for any other
reason, not to heirs or through executors as it is constituted as
an office within a church rather than a company or individual.
• Property of property or assets: all properties acquired by the
Church are held in the name of the Corporation Sole rather
than a church or individual to provide fuller protection for these
assets.
• No accounting requirements: there are no financial returns to
be made, no financial records to be kept - other than those
dictated by the church.
• No board of directors, officers, stock, by-laws, official minutes,
or a standard corporate name (“incorporated” or “limited”.)
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III. EXAMPLES OF CORPORATION SOLES
A.United kingdom
• Archbishop of Canterbury
• Archbishop of York
• Bishop of the Church of England
• Corporate Officer of the House of Commons
• Corporate Officer of the House of Lords
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B. United States, Canada, New Zealand
1. Corporation of the President of the Church of Jesus
Christ of Latter-day Saints
2. Corporation of the Presiding Bishop of the Church of
Jesus Christ of Latter-day Saints
3. Office of the Sovereign of Canada
4. Office of the Privacy Commissioner of New Zealand
5. Roman Catholic Bishops of the dioceses (US,
Canada, New Zealand)
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C. Philippines
• Roman Catholic Bishop of Dumaguete
• Roman Catholic Bishop of Kabankalan
• Iglesia ni Cristo (Phils, 1914; China, 2014)
D. Vatican State
• The Pope is Head of State
• The Pope is the Bishop of Rome
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IV. PHILIPPINES CONCEPT OF A CORPORATION SOLE
The Roman Catholic Church is a corporation by
prescription, with acknowledged juridical personality
inasmuch as it is an institution which “antedated by almost
a thousand years any other personality in Europe, and
which existed when Grecian eloquence in Antioch and
when idols were still worshipped in the temple of
Mecca”.(Corporation Law, Villanueva (2010); H. de Leon
(2010).
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V. ORGANIZATIONAL STRUCTURE OF THE ROMAN CATHOLIC DIOCESE OF DUMAGUETE
JudiciaryPastoral Action
Administrative
(Temporal Goods)
VICAR GENERAL
CURIA
BISHOP
Episcopal Vicar
Episcopal Council
Vicar Forane
Council of Priests
Pastoral Council
Finance Committee
Finance Administration
Chancellor
Notary
College of Consultors
Judicial Vicar
Board of Defenders
Justice Promoter
Procurator
Advocate
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VI. FINAL REMARKS
A. Characteristics of Successful Organizations in the 21st Century
1. Adaptability
2. Appreciation of Ambiguity
3. Accommodation
4. Accomplishment
5. Accessibility
6. Access Ability
B. Marks of Successful Workers
1. Personality
2. Human Relations
3. Communication Ability
4. Character
5. Intelligence
