Ararat Home of Los Angeles, Inc. Targeted For Corporate Takeover
Posted on February. 13. 2020
BY APPO JABARIAN
Executive Publisher / Managing Editor
USA Armenian Life Magazine
Hye Kiank Armenian Weekly
Ararat Home of Los Angeles, Inc. has long been a community icon in Southern California’s American Armenian community. Recently, a number of members contacted the editorial offices of USA Armenian Life expressing grave concerns about a motion peddled by the current leadership.
For years, Ararat Home of Los Angeles, Inc. has received support from all segments of the community. It has served our elderly members without discrimination of political affiliation, geographical background and religious denomination.
This membership-based non-profit organization’s Ararat Nursing Facility is a recipient of a number of prestigious national awards such as the “2018 Silver National Quality Award” and the “2017 Bronze National Quality Award.”
Ararat Home of Los Angeles, Inc. has also prided itself as a functioning democracy where the ultimate control has been in the hands of hundreds of voting members.
Elected by the general membership, the Trustees were simply entrusted to respect the will of The People to carry out ethical and true trustees’ duties on behalf of the general membership, donors and the wider community.
Additionally, the multi-million-dollar real estate and financial assets have always been under scrutiny and supervision of the members. The existing By-Laws empowered the members to exercise their voting and other rights and responsibilities.
Under a shield of transparency and accountability, Ararat Home of Los Angeles, Inc. has become one of the most democratic and financially healthy American Armenian organizations.
But now a private group is attempting to take over with the potential to mismanage Ararat Home of Los Angeles, Inc.
The current chairman Joseph Kanimian, Esq. reportedly has claimed recently that the motion was unanimously approved by the Board. But it has been brought to this writer’s attention that not all board members are in agreement with the motion. An unknown segment of the current Board of Trustees is attempting to abolish hundreds of members’ voting rights in order:
1) To control the organization and its assets;
2) To unilaterally decide the future direction of the organization;
3) To dictate the admittance process of elderly candidates to the home; and
4) Potentially establishing a monopoly that may eventually trigger massive misappropriation and/or mismanagement of possibly over one hundred million dollars in funds, real estate assets and other properties including historic artifacts in the Ararat Home Eskijian Museum.
Another concerned member pointed out: “This is a serious matter that should NOT be rushed. It should be first brought to the attention of the general membership for open discussion and to forefront of public awareness within the American Armenian community.”
The two-paragraph motion is hidden in page 4 of a 7-page lengthy, UNDATED, UNSIGNED CORRESPONDENCE, titled “Second Amendment to By-Laws of Ararat Home of Los Angeles, Inc.” Even the color of the paper is jovial and has the looks of a bunch of event fliers. Recipients may even tend to ignore the importance and the urgency of the dull letter.
The correspondence is prepared in a such a way that would instill trust in the mind of the readers MAKING IT LOOK LIKE IT’S BUSINESS AS USUAL WHEN IN FACT HIDDEN WITHIN IS A TIME BOMB.
A number of “Life Members” and regular members brought to USA Armenian Life’s attention that they didn’t even receive the Feb. 3 correspondence about the motion on the “Second Amendment to the By-Laws of Ararat Home of Los Angeles, Inc.”.
The hidden time bomb comes in the form of two obscure benign-looking paragraphs on page 4, written in a very friendly style under a misguiding title “SECOND AMENDMENT TO BY-LAWS OF ARARAT HOME OF LOS ANGELES, INC.”
The fine print reads:
“ARTICLE III
MEMBERSHIP
Section 1. MEMBERS: The corporation shall have no members. Any action that
would otherwise require approval by a majority of all members or approval by
the members shall require only the approval of the Board. All rights that would
otherwise vest in the members shall vest in the trustees.
Section 2. ASSOCIATES: Nothing in this article III shall limit the right of the corporation to refer to persons associated with it as “members” even though those persons are not members, and no such reference shall constitute anyone a member, within the meaning of section 5056 of the California Nonprofit Corporation Law. The Corporation may confer by amendment of its Articles or of these By-Laws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of trustees or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation’s Articles or By-Laws or for the selection of delegates who process any of the proceeding preceding voting rights but no such person shall be a member within the meaning of section 5056.”
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 corrupt 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 of Los Angeles, Inc. – the former Western Diocese Diocesan Council Chairman and now Chairman of Ararat Home of Los Angeles, Inc. 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 of Los Angeles, Inc. 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 of Los Angeles, Inc. 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.
In June 2019, this writer had reported in USA Armenian Life: “It seems that the prevailing mentality of the Western Diocese primate Arch. Derderian and his inner circle, Ararat Home of Los Angeles, Inc. is an asset-rich entity that should be taken over by Derderian’s ring led by Derderian himself and his allies — Derderian-aligned Ararat Home of Los Angeles, Inc. board members. Sources within Ararat Home of Los Angeles, Inc. have notified this editor that a few years ago, Arch. Derderian and Kanimian jointly tried to convince the board of trustees of the Ararat Home of Los Angeles, Inc. to get into a joint venture with the Western Diocese. The proposal was that Ararat Home of Los Angeles, Inc. build a close to $15 million-dollar facility on a vacant land in San Diego owned by the Diocese. Several board members argued against the idea saying that ‘Ararat Home of Los Angeles, Inc. is not in the business of going into such a joint venture with other entities in the community.’ The proposal was rejected.”
Recently, a lifetime member and former Trustee of Ararat Home of Los Angeles, Inc., Mr. Nazar Ashjian stated to USA Armenian Life: “In my opinion, it would be obscene to send that kind of money down to San Diego for the proposed Diocese project.” Mr. Ashjian has also served as the Western Diocese’s Diocesan Council Treasurer for many years on a pro-bono basis.
CONSTRUCTION WINDFALL: Like Karekin II, Catholicos of All Armenians, Derderian loves new constructions because new constructions present money-siphoning opportunities.
To the best of Cathedral Construction Committee Treasurer Mr. Ashjian’s recollection, the St. Leon Cathedral at Western Diocese which was originally budgeted for $12-14 million, the expense books were closed around 2010 at approximately $16.5 million.
For mysterious reasons, the ‘cost’ reportedly skyrocketed to $25 million. Now several donors are asking, “Where did the surplus $9 million go?” The same general contractor for St. Leon Cathedral at Western Diocese and recently for Ararat Home of Los Angeles, Inc. building additions was Sinan Sinanian.
THE LONG-ESTABLISHED MODUS OPERANDI OF ARCH. DERDERIAN:
The long-established ‘Modus Operandi’ of Arch. Derderian and his proxies is such that they would lure a wealthy entity into a so-called ‘joint venture’ on a vacant land OWNED BY THE DIOCESE.
RAILROADING BENEFACTORS/JOINT VENTURE INVESTORS OUT OF MILLIONS OF DOLLARS: Derderian uses vacant land owned by the Diocese as bait to attract investors. After the completion of a multi-million-dollar project (similar to the Taglyan Complex), Derderian does everything possible to railroad the funding party (like Mr. Taglyan) out of millions of dollars in order to ultimately confiscate the multi-million-dollar project, leaving the major benefactor out in the cold. Arch. Derderian attempted to railroad Mr. Taglyan out of $17 million in unpaid bank loan obligations, personally guaranteed by the benefactor. Mr. Taglyan had never desired to get involved in any business dealings with the church. But Arch. Derderian kept on appealing to Mr. Taglyan to bail out the Hollywood St. John Garabed Armenian Church from the brink of bankruptcy.
Official court documents on the Case “Western Diocese vs. Petros Taglyan” (Case Number:
18STCV02144) show Judge Randolph Hammock’s verdict against Western Diocese. Contrary to Derderian’s motion for “Unlawful Detainer,” Judge Hammock decided in favor of Mr. Taglyan and ordered Western Diocese and St. John Garabed Armenian Church Parish Council to pay all legal fees incurred by Mr. Taglyan.
See below, the court document/Judge’s verdict:
Is the Western Diocese pack at Ararat Home of Los Angeles, Inc. operating in the same pattern as illustrated in the previous paragraphs?
A lifetime member of Ararat Home of Los Angeles, Inc. recently said to USA Armenian Life: “I would like to urge Ararat Home of Los Angeles, Inc. members to participate in the upcoming general membership meeting on March 29 at 3 pm to avert the threat of an impending disastrous loss of members’ voting rights so that all of us can jointly save Ararat Home of Los Angeles, Inc. from unjustifiable takeover by a small self-serving group.”
A longtime member of Ararat Home of Los Angeles, Inc. lamented: “This is a coup! ‘If it ain’t broke, don’t fix it.’”
Another lifetime member sounded the alarm saying “The board sent out a motion to amend the By-Laws without giving the general membership an opportunity to study and/or to express opposition. The board should remedy its seemingly intentional failure in its fiduciary duty. The board has clearly failed to include in the early February mailer (a) statement(s) of opposition by one or more opposing members. The members and the community deserve the benefit of adequate open discussion of the motion on the second amendment to the by-laws.”
Another concerned member asked to include the following ALERT in all the American Armenian media: “IF CURRENT MEMBERS OF ARARAT HOME OF LOS ANGELES, INC. DO NOT DEFEAT THE PROPOSED ILL-VISED SECOND AMENDMENT TO THE BY-LAWS ABOLISHING GENERAL MEMBERS’ VOTING RIGHTS, THE SUN. MARCH 29, 2020 MEETING MAY BECOME THE LAST MEMBERSHIP-CONTROLLED MEETING AT ARARAT HOME OF LOS ANGELES, INC.”
Ararat Home of Los Angeles, Inc. was designed to be totally independent and to not have any favoritism to any segment of the community.
Ararat Home of Los Angeles, Inc. has become the jewel of the Armenian American community in Southern California and beyond, and many members of the community want to keep it that way.
The community at large is concerned about any dealings that would undermine its independence. They want to make sure that Ararat Home of Los Angeles, Inc. remains independent. TRANSPARENCY at all cost!
The world will not be destroyed by those who do evil, but by those who watch them without doing anything ― Albert Einstein.