The Committee's report, which was released on July 31, is to be presented to the 2016 Diocesan Convention which is to be held on Dec. 2 & 3, at which time the Committee is to offer recommendations that may include the amending Diocese of Los Angeles canons to bring the Diocese into alignment with current Episcopal Church policy and polity and to better conform to existing TEC canons.

St. James the Great, once a thriving Episcopal congregation in Newport Beach, California, now has a checkered back history. Originally, the church was established in 1941 as an Episcopal mission for the fast-growing Newport Harbor area. In 2004, St. James became one of four Episcopal congregations, along with All Saints, Long Beach; St. David's, North Hollywood; and St. Luke's, La Crescenta, to realign with another Anglican Communion province as the result of the continuing fallout from the on-going liberalization of The Episcopal Church.

For nine years, St. James became embroiled in bitter litigation with the Episcopal Diocese of Los Angeles. In May 2013, the California Superior Court in Orange County awarded St. James to the "Corporation of the Episcopal Diocese of Los Angeles" as a "trust for The Episcopal Church and the Diocese which have the exclusive right to possession, dominion and control."

In September 2013, Bishop Bruno assigned Canon Cindy Voorhees as St. James' vicar. She was tasked to re-establish congregation and to build it back up. On Oct. 6. Bishop Bruno rededicated St. James the Great as an Episcopal congregation, and affirmed the growing Newport Beach church will "continue in ministry within the Episcopal Church", but Bishop Bruno merely gave lip service to her efforts.

On May 4, 2014, Save St. James the Great website reported: "In his pastoral address, Bishop Bruno confirms to all of the congregations of the Diocese of Los Angeles that St. James the Great will 'continue in ministry within the Episcopal Church'."

However, behind the scenes, Bishop Bruno was planning and plotting to change St. James' corporation status and lay hands on the church's property to do with as he wanted. Canon Voorhees had no idea this was happening until May 17, when Bishop Bruno showed up at her church, and announced to her stunned congregation, that he had decided to sell the church to a real estate developer. Plans were in the works to raze the church to make way for luxury condominiums.

The Bishop as Corporation Sole

Then just three days later, on May 20, 2014, Bill Greene, described as the Vice President of the Protestant Episcopal Church in the Diocese of Los Angeles, "remises, releases and forever quitclaims" St. James property -- all three lots at 3209 Via Lido; 530 32nd Street; and 1406 Mariners Drive -- to "The Bishop of the Protestant Episcopal Church in Los Angeles, a California corporation sole."

Canon Voorhees had no knowledge nor say so in the legal matter. "The Bishop of the Protestant Episcopal Church in Los Angeles" was none other than Bishop Jon Bruno and his successors. Bishop Bruno, who turns 70 in November, has announced his pending retirement, so a search is on for the election of a new bishop coadjutor to step in as the next "Bishop of the Protestant Episcopal Church in Los Angeles," when Bishop Bruno steps down in 2018, after 16 years at the helm.

In June 2014, Bishop Bruno tossed Canon Voorhees and her congregation out on their ears, changed the locks, and prepared to close the deal on selling all of St. James' property to Legacy Residential Partners for $15 million.

"As your Bishop, I remain focused on these areas while also strengthening sustainable ministries within our diocesan community," Bishop Bruno writes in July 2014, explaining his action. "This work involves balancing pastoral care with making responsible fiduciary decisions not only for today but also for the future of the Diocese. This remains the goal of my decision to sell, with the concurrence of the diocesan Standing Committee, Newport Beach property owned by Corporation Sole."

"The Bishop as a Corporation Sole -- usually shortened to "Corp Sole" -- consists of money given to the Bishop of Los Angeles through bequests and gifts. Some of Corp Sole's funds are designated for particular uses: for example, certain monies are to be used only for ministry among Native Americans. Other funds are unrestricted, and may be used at the bishop's discretion," the Episcopal Diocese of Los Angeles website states. "Rather than being controlled by a board of directors or other entity, Corp Sole is the legal responsibility of the Bishop of Los Angeles, whoever he or she may be. Bishop Diocesan J. Jon Bruno seeks the advice of the bishop suffragan and a group of skilled laypeople to administer the funds, although the legal responsibility is his alone."

No mention is made of the fact that, currently, Bishop Bruno's Corporation Sole is in possession of millions of dollars worth of property and buildings -- including St. James the Great -- effecting 20 parishes and 22 missions in the diocese as well as 13 other properties around the Greater Los Angeles region. The Diocese's description makes it sound like the "Corporation Sole" is the personal Bishop's Discretionary Fund and that it only consists of cash, currency and legal tender.

St. James Can't be Sold

Canon Voorhees was not taking her Bishop's slight-of-hand tactics sitting down. First her growing flock of more than 200 souls, moved across the street to Lido Park and continued to hold Sunday worship services under the vast California blue skies, and then she went filed as many as 147 -- and counting -- Title IV presentment charges against Bishop Bruno. She also went to court to block the sale and have a restraining order issued.

Meanwhile, Griffith Company, the initial developer of the Lido Isle area of Newport Beach, filed a legal challenge against Bishop Bruno's planned property sale because when the land was originally deeded to Bishop William Bertrand Stevens (II Los Angeles) in 1945, with the express propose of building and maintaining a church on that property in perpetuity. Razing St. James and using the land for high end condominiums would violate the original intention of the 71-year-old land grant.

"The property conveyed shall be used (for) church purposes exclusively and no building other than a church and appurtenances may be erected, placed or maintained thereon," the original Griffith Company deed declares. "The foregoing restriction shall be binding upon the grantee [Bishop Stevens], his successors [Bishop Bruno] and assigns."

"Griffith Company never released, and never intended to release, the covenant, condition, restriction for 'church purposes exclusively; for the central church building lost, or the adjoining lost from their ancillary role to serve 'church purposes' solely," the Griffith Company attorney explained to Bishop Bruno, as the Los Angeles bishop continued with his plans.

Because St. James property is tangled in a legal challenge by the Griffith Company, Bishop Bruno's planned sale to Legacy Residential Partners for development as residential townhome condominiums fell through. Yet the midcentury Spanish style Episcopal house of worship remains forlorn, locked and empty, while its congregation now worships faithfully in the Community Room at Newport Beach City Hall.

At last December's Episcopal Diocese of Los Angeles Convention, it was decided to dig into Bishop Bruno's use of corporation sole. As of Dec. 31, 2104, legal records show that all or part of 20 parishes, 22 missions (including St. James the Greater), and 13 other properties are listed in the corporation sole ownership and are directly in the hands of the IV Bishop of Los Angeles.

Bishop Bruno Faces Church Trial

Canon Voorhees and her congregants' pleas have not fallen on deaf ears. She is being heard in high places. On July 1, 2016, the Title IV Hearing Panel, headed by Bishop Herman Hollerith IV (X Southern Virginia), issued a notice of its intent to bring Bishop Bruno to ecclesiastical trial for violating Episcopal Church Canon IV.4.1 (h) (6): Conduct involving dishonesty, fraud, deceit or misrepresentation; Canon IV 4.1 (h) (8): Conduct unbecoming a member of the clergy; and Canon IV.1 (g): Failure to exercise his ministry in accordance with applicable provisions of the Constitution and Canons of the Church, specifically Canon II.6.3 requiring the consent of the Standing Committee to dispose of a consecrated church for worldly or common use without the consent of the Standing Committee. A trial date has not yet been announced.

In addition to the announcement of Bishop Bruno facing a church trial for his actions, the Diocese of Los Angeles Special Committee has also revealed its findings following its thorough investigation into their bishop's actions. On July 30, the Committee announced that it had found Bishop Bruno's use of a corporation sole lacked transparency and governance oversight and thus is not in keeping with established Episcopal Church policy, as well as policies included in the Constitution and Canons of the Episcopal Diocese of Los Angeles, nor is the Corporation Sole in keeping with current practices required in the corporate or non-profit world; the apparent lack of transparency and oversight of the activities of the Corporation Sole also poses legal, financial, pastoral, and other risks; that the finances and activities of the Corporation Sole and the Corporation of the Diocese and its parishes and missions are extensively intertwined with significant financial transactions taking place between the Corporation Sole and the Corporation of the Diocese; that the Bishop of the Diocese of Los Angeles has historically been allocated unilateral decision-making power over his Corporation Sole, its activities, and its assets; and that, even though the financial accounts have been annually audited by an outside firm, that information has not been make known, disclosed or published.

The Special Committee strongly recommends that the Diocese of Los Angeles amend its Canons at the 2016 Diocesan Convention to subordinate Corporation Sole to the governance structures and transparency requirements in place for the Corporation of the Diocese; to provide for the transfer of all assets from Corporation Sole to the Corporation of the Diocese to the maximum extent feasible unless such a transfer could result in a loss, negative tax implication, or other material economic impact; and that any transaction by the Corporation Sole
affecting real property shall require the consent of the Board of Directors of the Corporation of the Diocese.

California corporate law has no statute in place which allows for a corporation sole to be merged into another corporation such as with the Corporation of the Diocese. However, a corporation sole may be dissolved, which could result in great financial loss.

During its research, the Special Committee discovered that a corporation sole is very unique to California and a few other Western states. This is because, during the 19th century, when The Episcopal Church was establishing itself in the West, California had no legal structure in place to allow a religious diocese to form. So using a legal principle, which dates back to the Middle Ages, early Episcopal dioceses in California were formed as corporations sole as a way to hold, conserve and transfer church property and deal with the management of church-related real estate.

The Mormons also use corporations sole in its hierarchical and legal structure. The President of The Church of Jesus Christ of Latter-day Saints (Thomas S. Monson) is a corporation sole, as is the Presiding Bishop of the Church of Jesus Christ of Latter-day Saints (Gerald J. Causse). Utah is a Western state and has legally established corporations sole. The Mormons permanently settled in Utah in 1847.

Historically, the Episcopal Missionary District of California was formed in 1853, during the height of the California Gold Rush. This missionary endeavor then became established as the Episcopal Diocese of California, in 1858, using the Corporation Sole to deal with church property. The Diocese of California is the mother diocese and grandmother diocese of all other Episcopal dioceses in the Golden State. The Diocese Los Angeles was formed in 1894; the Missionary District of Northern California was created by General Convention in 1898. By 1910, it became the Diocese of Sacramento, and, in 1961, it was renamed the Diocese of Northern California. The Diocese of San Joaquin was also birthed in 1910. In 1973, the Diocese of San Diego was sliced out of the Diocese of Los Angeles and the Diocese of El Camino Real came into being in 1980.

When the Diocese of Los Angeles was originally formed, Bishop Joseph Johnson (I Los Angeles) filed the paperwork as a Corporation Sole with the Secretary of State, and the Episcopal Diocese of Los Angeles was in business. Eventually, California Corporation Code allowed for another legal entity, and the Diocese of Los Angeles, itself, was incorporated.

Since the California concept of corporation sole is unique to the West, it was found that The Episcopal Church, which was first established along the Eastern Seaboard, has no canons in place which deal with such a different corporate structure; and the Domestic and Foreign Missionary Society corporate attorneys have no training nor experience in legally dealing with corporations sole. Few Episcopal dioceses have them in place.

The only real time experience the national church has with California corporations sole, came in 2007, when the Diocese of San Joaquin disaffiliated with The Episcopal Church. Apparently, Bishop John-David Schofield (IV San Joaquin) subjugated property into his corporation sole in preparation to realign eventually with the Anglican Province of the Southern Cone and then the Anglican Church in North America (ACNA).

"After protracted and expensive litigation, California courts ruled definitively that corporation sole entities were subject to the canons of a diocese, and ordered the return of the property to the Episcopal Diocese of San Joaquin," the Special Committee's report explained.

Bishop Bruno's Corporate Sole Holdings

The Special Committee also had its work cut out for it as it untangled the dealings of the Corporation Sole from the Corporation of the Diocese.

"Corp Sole's net worth, primarily made up of these real property assets in use by parishes and missions, is substantial," the Special Committee explained in its 26-page report. "Its (Corporation Sole) precise tangible net worth could not be estimated because its real property assets are carried at historical cost rather than current market value; and mortgage liabilities, if any, associated with these properties are not obligations of Corporation Sole, but of the underlying parish or mission."

The parishes which come under Bishop Bruno's Corporation Sole status include: St. Joseph's, Buena Park; St. Timothy's, Compton; St. John the Divine, Costa Mesa; Emmanuel, Fullerton; St. Andrew & St. Charles, Granada Hills; St. Wilfrid's, Huntington Beach; St. George's, Laguna Hills; St. Paul's, Lancaster; St. Mary's, Lompoc; Advent Church, Los Angeles; Palms St. Mary in Palms, Los Angeles; St. Aidan's , Malibu; St. Gabriel's Church, Monterrey Park; St. Andrew's, Ojai; Church of the Angels, Pasadena; St. Barnabas, Pasadena;
Blessed Sacrament, Placentia; Christ the King Land, Santa Barbara; Church, St. Margaret's Church, South Gate; and Prince of Peace, Woodland Hills.

Missions in the Corporation Sole status include: St. Paul's Church, Barstow;Immanuel Church, El Monte; Holy Communion, Gardena; St. Thomas, Hacienda; St. George, Hawthorne; St. Michael's University Church, Isla Vista; Faith Episcopal, Laguna Niguel; Church of the Epiphany, Los Angeles; Grace Episcopal, Moreno Valley; St. John the Evangelist , Needles; Newport Beach St. James' the Great Church, Newport Beach, (classrooms, hall, and other property); Holy Family, North Hollywood; St. Francis, Norwalk; St. Bartholomew, Pico Rivera; St. Clare, Rancho Cucamonga; St. Peter's, Rialto; St. George's, Riverside; St. Francis of Assisi, Simi Valley; St. Martin in the Fields, Twenty-Nine Palms; St. John's, Wilmington; St. Alban's, Yucaipa; and
St. Joseph of Arimathea, Yucca Valley.

Another 13 assets held by Bishop Bruno's Corporation Sole include multiple entities and holdings in: Anaheim, Fontana, Claremont, Hollywood, Irvine, Lancaster, Echo Park in Los Angeles, Pasadena, Riverside, San Bernardino and Yucca Valley.

Some of Bishop Bruno's vast holdings include -- but are not limited to -- church buildings and chapels; the actual land, along with sprouting grass and planted trees, as well as the gas, oil and mineral rights; parish halls, educational buildings and schools; rectories or vicarages; cemetery plots and burial crypts; a daycare center and a homeless shelter, parking lots and rental properties; church furnishings. including the organ; and other related out buildings.

Suggestion: Rewrite the Canons

To prevent Bishop Bruno, or any Diocese of Los Angeles bishop, from the unfettered selling off of church assets,8, and to break the stranglehold a bishop has over his congregations, The Special Committee would like to see the Diocese of Los Angeles Canon XXX changed to read: "(a) The Bishop of this Diocese is authorized to maintain a corporation sole, entitled "The Bishop of the Protestant Episcopal Church in Los Angeles (a corporation sole)", under California law for the administration of the real property of missions, and of such other real or personal property and funds as may have been, or may be, granted or committed to the Bishop for the use of The Episcopal Church in this Diocese, or of any of its related, constituent or subordinate units or institutions, or for any religious, benevolent or educational objects connected with any of the foregoing.

(b) The Bishop or the Treasurer shall report to the Annual Convention in detail concerning the activities of the Corporation Sole. Its financial condition shall be reported to the Annual Convention in accordance with generally accepted
accounting principles either individually, on a consolidated basis, or both, with the Diocese, as shall be determined by the Treasurer.

(c) Now and in the future, the Corporation Sole shall transfer all real and personal property and funds in its possession to the greatest extent feasible to the Corporation of the Diocese, unless such a transfer could result in a loss by
burdensome taxation, by reverter or otherwise under the terms of restricted gifts, or by other material economic consequence. The articles of incorporation of the Corporation Sole shall provide that any transaction by the Corporation Sole
affecting real property shall require the consent of the Board of Directors of the Corporation of the Diocese."

Mary Ann Mueller is a journalist living in Texas. She is a regular contributor to VirtueOnline