Corporate ISKCON - Part 37
BY: SUN STAFF
Jul 21, 2010 CANADA (SUN) A systematic review of ISKCON-related corporations and projects.
In the last segment of this series, Cluster Report #36, we covered a number of ISKCON related corporations in North Carolina, including several that are associated with Bruce Jacobs (HH Bir Krishna das Goswami). One of these, Padma, Inc., was mentioned in the report's preamble:
"Today's report covers ISKCON-related corporations in North Carolina, a number of which are associated with HH Bir Krishna das Goswami. One of these, Iskcon Education of North Carolina, Inc., is a domestic non-profit entity that was incorporated by Bruce Jacobs (Bir Krishna das Goswami) on January 9, 1991. It currently has an application pending to change the entity's legal name to Padma, Inc., and also to change its status from a non-profit to a for-profit corporation.
Given that this was an ISKCON corporation run by a GBC member, ISKCON diksa guru and swami, one would expect that the assets and profits of Iskcon Education of North Carolina, Inc./Padma Inc. will be under the purview of the GBC, and not absorbed into the personal wealth of its director(s)."
This report set off a flurry of responses from members of HG Urmila devi dasi's family. The pushback began with a number of rather nasty forum postings made by Urmila devi's estranged husband, Pratyatosa das, and these were followed by a number of acerbic emails from her son, Keshava dasa. One of the few reasonable responses we received was from Urmila devi herself. As usual, she simply provided a factual and polite clarification of the data, which we appreciated receiving.
The dispute grew out of the fact that there were apparently errors made by the State of North Carolina in the corporate registry records, and the family members associated with Padma, Inc. took great exception to questions being publicly raised about the corporation based on the registry's published data.
Before we give a detailed narrative of the facts and discussion that took place, let us begin by saying that the whole purpose of this Corporate ISKCON series is to bring to the surface information about ISKCON-related corporations, who their directors are, how the entities and individuals are related to others, and what the corporate history of the entities is. We are particularly interested, naturally, in corporations founded, registered, directed or run by ISKCON notables such as diksa gurus, sannyasis, and GBC members. We are also very interested in corporations that call themselves "ISKCON", again for obvious reasons.
Before setting down the minutia details for the record, let us emphasize that in the case of Iskcon Education of North Carolina, Inc. and Padma, Inc., we identified what appeared to be an ISKCON corporation that had changed names and changed status from non-profit to for-profit, thus raising the question: how are the assets of one of Srila Prabhupada's ISKCON corporations being handled today, in what appears to now be a privately held corporation associated with an ISKCON GBC/Guru/Swami?
The first point of disagreement raised about our report on Iskcon Education of North Carolina, Inc. and Padma, Inc. is that our report stated that there was currently a pending change in the entity's legal name, to Padma, Inc., and also a change in its status from a non-profit to a for-profit corporation. This was not an error on our part – it was the clear message contained in the registry record. There was a notation showing the name change, and there was a label attached to the record stating "in process", i.e., "pending". This label was located in the area of the record dealing with the entities previous and new names.
In addition, the registry record for Bruce Jacobs showed that he was listed as Registered Agent for both Iskcon Education of North Carolina, Inc. and Padma, Inc. This record noted that Iskcon Education of North Carolina, Inc. was NON-PROFIT -- a non-profit corporation -- while the notation for Padma, Inc. was different – it said "BUS" – a designation in the North Carolina registry site that refers to "business", or "for-profit" entities.
The only name associated with the registry records for both Iskcon Education of North Carolina, Inc. and Padma, Inc. were Bruce Jacobs [Bir Krishna das Goswami], Registered Agent. No other directors were named on the registry records.
In correspondence from Urmila devi's family members, we were informed that according to daughter Mayapur Fiorentino, who is one of the board members of the corporation:
"Bruce Jacobs has not been a director for some years. The name was changed years ago. All the dealings of the corporation are done with the advice of a non-profit lawyer and we are wholly within the law."
In one of the many missives received from Pratyatosa dasa, he wrote:
"As far as what [Agent Name – Bruce Jacobs] means, I do not know, and my children, who are all active in the running of Padma Inc. don't seem to know either. My wife and kids have been telling me for years that "Bruce Jacobs" (Bir Krishna das Goswami) no longer has anything to do with Padma, Inc., so it's a mystery to me why he became the "Registered Agent" in 2006. Were they were under the illusion that the "Registered Agent" for a North Carolina Corporation had to reside in North Carolina?"
In an email from Urmila devi dasi we received the following statement:
"Bruce Jacobs was made the agent in 2006 because at that time no other director was living in North Carolina. Bruce Jacobs resigned from the corporation in December, 2008, and it seems that we neglected to register a new agent. Thank you for bringing the matter of the registered agent to our attention. We are working with our lawyer to rectify the situation. The name change is not pending. It was registered in June of 2006. The corporation continues to be non-profit and there is no plan to change that. Thank you for your interest."
your servant, Urmila devi dasi
But in an email from Urmila devi's son Keshava dasa, who was responding to our request for the names and contact information for Padma, Inc.'s officers and directors, Keshava informed us that Bir Krishna das Goswami is still one of the directors. He wrote:
"As you can see online they [Padma's officers/directors] are Mayapur Fiorentino, Bruce Jacobs and Edith Best. You have already emailed two of them earlier in this discussion.
I am probably much more knowledgeable and informed about the activities and finances of Padma Inc. than any of them though since I'm the one that manages it all."
Even after the nearly 20 emails that were generated on this issue by family members, there is obviously still confusion, even amongst themselves, as to whether or not Bruce Jacobs is or is not an active director or agent of Padma, Inc. Urmila devi, Pratyatosa das and Mayapur Fiorentino say that he is not, while the 'more knowledgeable and informed' Keshava says that he is. We await further clarification.
We were informed that members of Padma, Inc. contacted the North Carolina corporate registry, confirmed that there were errors in the registry records, and saw to it that they were corrected. The points of correction are with respect to the date of the name change, which was apparently made in June 2006, and the fact that the current status is not "in process", as the record indicated.
As of today, according to this record, Bruce Jacobs is still listed as the Registered Agent for Padma, Inc. On Bruce Jacobs' Agent record, the registry made a correction to the notation "BUS", and the record now shows that Padma, Inc. is a non-profit.
Throughout this exchange regarding Padma, Inc., Keshava dasa and his father insisted that the Sun was wrong, incompetent, and ill-intentioned for having misinterpreted and misrepresented the facts about Padma, Inc. We beg to differ. We made no mistakes, and did not err in interpreting – we read the registry's records verbatim, relying upon their labels and nomenclature, as it is used in all registry records, in interpreting the data published there.
Keshava insists we were wrong that the corporation had changed its status from non-profit to for-profit, even though that's what the record indicated, because, as he wrote: "it's not possible for a non-profit to convert to a for-profit". As we told him, it may be true that North Carolina doesn't permit such a conversion of an entity's status, but many states do. Furthermore, it's not our job in this Corporate ISKCON series to study the fine points of each state's corporate law, nor is it our job to phone up each registry, and talk to a clerk in an effort to determine if there have been any clerical errors made on the registry records. But according to the associates of Padma, Inc. we had no right to make our report without first doing so, and for us to have done so borders on negligence and ill-intent as devotees. We think this is nonsense, of course, and we usually find that when such unreasonable defensive stances are taken, it's because there's a reason for a defense.
By the end of our email exchanges, Keshava dasa still insisted that Padma, Inc. "was not incorporated by Bruce Jacobs". His father took-up this claim, deriding us on the point in his forum. Neither individual appears to understand that the term "incorporator" does not necessarily refer to an officer and director.
Definition of an "incorporator": the incorporator is simply the individual who files the articles of incorporation. The incorporator's duties and title end after incorporating. The incorporator must be old enough to legally enter into contracts. If the incorporator is also the
Registered Agent, their duties in the latter role continue until such time
as the officers or directors appoint a new Registered Agent. Filings are
typically considered to be done by the Registered Agent, who officially
attests to knowing another signing party (director) named in the Articles,
and the Registered Agent commits to receiving communications on behalf of the
incorporated entity in future so compliance can be assured.
So although Keshava and father continue to insist we were wrong to say that Padma, Inc. was incorporated by Bruce Jacobs, in fact he was the Registered Agent, he is still listed in the Registry as the R.A., and Keshava just informed us that he's currently an officer or director, although Urmila devi seems to disagree with this.
All details aside, a few key questions remain, and they deserve a clear answer – an official answer from the directors of Padma, Inc.:
1. Is Bruce Jacobs (Bir Krishna das Goswami) currently a director, officer or Registered Agent for Padma, Inc.?
2. Given the name change from Iskcon Education of North Carolina, Inc. to Padma, Inc., does Padma, Inc. still consider itself to be an ISKCON corporation, and therefore under the direction and jurisdiction of the GBC?
3. If Padma, Inc. does consider itself an ISKCON corporation, is Bruce Jacobs a member of the Board in an official GBC capacity?
4. If Padma, Inc. considers itself to be a private corporation, and not an ISKCON corporation under GBC jurisdiction, then what assets existed in the corporation when it was a named ISKCON entity (Iskcon Education of North Carolina, Inc.), and what was the disposition of those assets?
These questions are not intended as a suggestion of impropriety or wrong-doing. They are simply a request for public disclosure of facts. As the accountant and 'go to' for Padma, Inc., Keshava dasa has offered to provide further details, which we appreciate. However, we would like to have these questions answered by an officer or director of the corporation, so that the answers are official, and we would like the disclosure to be public.
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