Can San Juan, Lumanlan Point Out What is False Here
by Cress Vasquez
Good deeds should not go unnoticed, especially with a community organization like the Filipino Centre Toronto (FCT), which is supposedly run by volunteers. But if FCT’s general membership is not fully aware of the process of granting reward and recognition, who should stand to blame?
This narrative is not whether the late FCT President and CEO Rosalinda Javier and her husband, Felino, deserved recognition or how much money they ought to have received. Because, truly, they labored and delivered programs that benefited Filipinos here and elsewhere.
But if the Javier couple were long-serving, dedicated workers in a bank, do you think that the bank’s leadership would give them a recognition award in the form of a key to the bank vault?
Judge, you may.
Lawyer Says Payment NOT Authorized
In the opinion of a lawyer with Cassels Brock and Blackwell, citing FCT Constitution By-laws: “Article VII(4) of the By-laws provides that Board members, officers and members of the organization shall receive no remuneration for acting as such but shall be only reimbursed for reasonable expenses incurred in the performance of their duties.
“I understand that there was a directors resolution passed purportedly to authorize payment to a director and/ or member. Leaving aside whether timely notice of such meeting (and specifics of the action to be taken) was properly sent to the board before the meeting, (which may not have occurred and would therefore likely render the action taken not proper), in my view, a directors’ resolution is not sufficient to authorize this payment.
“An amendment to the by-law (Section VII(4) would be required to authorize payment to directors/officer/members.”
Storm Over Money
The controversy over the payables supposedly owed to Javier and her husband only came to light when FCT sold its Toronto building on Jan. 31, 2017 for $5.9 million.
Before the real estate deal took place, all balance sheets and the 2016 financial statement showed there was no payable owed to anybody, including the Javiers.
However, at the Sept. 7, 2017 annual general meeting that was adjourned for lack of quorum, Javier reported the disbursement of $678,000 broken down as follows:
Rosalinda Javier-$96,000
Felino Javier-$122,000
Wendelina Arena-$30,000
Dr. Vicky Santiago-Liu-$300,000 (loan repayment)
CRA-$122,000
S&J Mechanicals-$8,000
Note:The payments to Rosalinda and Felino Javier amounted to $218,000.
But Invoice Payments Differ from Javier’s Report
Four invoices, however, told a different story:
Rosalinda Javier (Invoice 10-01-2016)-$108,103
Felino Javier (Invoice 01-10-2017)-$86,400
Felino Javier (Invoice 11-01-16)-$63,000
Felino Javier (Invoice 01-06-2016-$91,100
The total billing netted the Javier couple $348,603. If one deducts the publicly declared payment of $218,000 from the $348, 603, the difference is $100,603.
Where did the $100,603 go?
Release of $548,296 Sparks More Questions
But the plot thickens. Two years after the Sept. 7, 2017 announcement of disbursements, the actual amount of the payables owed to three persons appeared in FCT’s consolidated 2017 and 2018 unaudited financial statements, which the accounting firm, SRCO, submitted on Nov. 22, 2019.
Page 2 of FCT’s 2018-2017 financial statement indicated that the FCT board of directors released $548,296 to settle remuneration “in arrears” to current and former employees.
The FCT board settled payables owed to four persons as far back as 10 years by passing a special resolution on May 20, 2017.
FCT directors who approved the payments were Dr. Antonina de Villa, San Juan, Lumanlan, Frank Cruzet, Efren de Villa, Philip Beloso, Melchor Galeon, Mercy Maliglig, Bernie Carreon, and Rosalinda C. Javier who, herself and her husband, benefited from the resolution.
Shortly after, one of the signers, Carreon, resigned and joined concerned FCT members in clamoring for an audit of large payables.
Javier’s mere presence in the room during the passage of the resolution that granted her and her husband a paycheck constituted conflict of interest. But not one director raised a finger to complain.
Did Javier intimidate them? Perhaps. Or, were they stricken dumb by lightning.
The resolution reads:
“I/We the undersigned, members of the Board of Directors of the Filipino Centre Toronto approve the payment of whatever FCT owes the following people listed below upon presentation of each of these persons, accounting or record of services rendered and at least one of the support documents as listed below:
“(a) minutes of a meeting, OR
“(b) signed resolution approving such Payment.
- Felino A. Javier’s salary as building superintendent of 597 Parliament St., Toronto from January 2006 to October 2016.
- Rosalinda C. Javier-gas & travel allowance for all the years listed, being the Property Manager of 597 Parliament St., Toronto PLUS being in charge of the whole FCT operations, services, activities, & fundraising events and all matters pertaining to all of FCT’s existence from 1997 to 2016.
- Wendelina Arena-gas & travel allowance as office manager and assistant to the president from 2005 to December 2016.
- Dr. Victoria R. Santiago-per invoice submitted with details or receipts.”
Javiers Received $348,603 or More in Back Pay
The invoice payment of $348,603 to the Javiers plus the $30,000 paid to Arena equals $378,603.
If $378,603 is deducted from the $548,296 authorized by the FCT board, the remainder will be $169,693.
So, who received the remaining $169,693?
Perhaps FCT President and CEO Mary Ann San Juan, FCT VP/CFO Theresa Lumanlan, and FCT Chairman Efren de Villa can explain where this large amount went?
Felino Javier Got $62,825.88 Over Payment
Large withdrawals of funds from FCT bank accounts before the Sept.7, 2017 and the Oct 3, 2017 general meetings, but were never mentioned at the meetings. These withdrawals were:
May 31, 2017 $55,000
June 19-26, 2017 $102,917.89
$100,000
$71,190
Aug. 21, 2017 $171,367.94 (paid to Felino Javier)
Aug. 28, 2017 $131,457.94 (paid to Felino Javier)
$171,357.94 (paid to FCT)
Sept. 14, 2017 $28,000 (cash withdrawal by an unidentified person)
Bank records or checks showed that Felino Javier received payments totaling $302,825.88, while his invoice payment amounted to $240,000. Simple math indicates $62,825.88 is unaccounted for.
Concerned Members Got an Audit at Last
Concerned FCT members had waged an exhausting three-year campaign for an audit over San Juan’s dogged stonewalling and dilatory tactics. But last August, perseverance paid off, San Juan relented at last by hiring an auditor, Lauren Cole, a certified public accountant from Yale PGC LLP.
For a job well done, these concerned FCT members deserve a free Starbucks or Tim Horton’s drink and donuts: Dr. Mario Andres, Perla Andres, Rey Tolentino, Maria CJ De Villa, Ed Birondo, Evelyn Birondo, Malou Parcero, Bay Bernabe, Daisy Bernabe, Toots Evidente, Noel Cruz, Bobby Gabat, Bernie Carreon,
Teresa Sevilla, Rob Fuerte, Frank Maralag, Rudy Naval, Myra Naval, Cecile Kolmegies, Mercedes Tolentino, Elisa Pardinas, Frank Villanueva, and Luna Vince.
It is worth mentioning, however, that Dr. Santiago-Liu and Dr. Antonina de Villa also voted for the audit, in a gesture of good citizenship.
How Resignations Happened
Sometime in December 2016, or over a month before the closing of the real estate deal, large payables and pre-signed, postdated blank checks came to the attention of Director and Internal Auditor Luna Vince.
She relayed the information to then FCT Chairman Rey Tolentino who went to see Javier about the payables that were never known before by the board. But, instead of an explanation, Tolentino received a barrage of invectives from Javier.
In a memo to the board on Mar. 20, 2017, Tolentino expressed his concerns about the payables and his desire for an audit “to ensure as Board Members that an audit validates the expense claims before any approval.”
He continued: “The Board is subject to questions of irregularity, impropriety or negligence if it cannot explain and justify the approval and processing of these large disbursements to the membership.”
Javier responded with a memo to the board, including Tolentino, verbally eviscerating him for his action. The same memo also targeted two directors, Malou Parcero and Vince who were vocal with their conviction.
Several directors resigned before and after the sale of the FCT building. They were Dr. Andres (FCT co-founder) , Dr. Santiago-Liu (FCT co-founder, former FCT Chairman, and major donor), FCT Chairman Rey Tolentino, lawyer Raffy Fabregas, Malou Parcero, Luna Vince, Teresa Sevilla, and Bernie Carreon.
Dr. Santiago-Liu, who quit in 2013 because of business demands, rejoined the board in 2020, but resigned again last June because of what she described as the “nonchalance of the board” when it came to discussing important issues like the long delayed financial audit, which was the “last straw” that made her quit.
Legal Expenses
FCT has lost several court cases in the past, but the last case in 2016 did not involve FCT. It involved, however, FCT officers Rosalinda Javier and her husband, Felino, Dr. De Villa, and Dr. Santiago-Liu in their private capacity. They lost a defamation case against the late Dr. Francisco Portugal.
Dr. De Villa and Dr. Santiago-Liu paid their legal fees, while Javier and her husband drew a personal loan from Dr. Santiago. They repaid Dr. Santiago-Liu later with an FCT check.
As reported on May 31, 2017, FCT repaid by installments Dr. Santiago-Liu for loans taken over the years as follows: 2006-Carson Gross Christie Knudsen: 2,475.55, 2006-Kramer Henderson: $40,000, 2006 Kaskie Minsky: 17,370.89, 2009 Carson Gross Christie Knudsen: $49,824.01, 2010-Carson Gross Christie Knudsen: $56,761.69, 2011 FCT: $30,000 (this is likely the personal loan to Javier that she repaid with an FCT check), Macdonald Sager Manis: $8,823.50.
Lawyers’ fees amounted to $205,255.70. Another $90,000 for roof repair went to Dr. Santiago-Liu. Total repayments, which were paid by installments, amounted to $295,255.70.
Recognition Event was Hush Hush
Normally, recognition awards are granted under the spotlight of publicity, fun-fare, and open celebration. Most likely discussions were done in the shadows with muffled voices and furtive glances, while the FCT membership twisted in the wind.
Had San Juan acted on the resolution passed at the Oct. 5, 2018 annual general meeting by hiring an independent auditor without delay, hard feelings and recriminations among FCT directors and members would have been avoided.
Overpayments and Under-reporting
A close examination of the payables and their settlement disclosed under-reporting and instances of overpayments:
- Under-reporting of payables or back pay as $218,000 (at the Sept. 7, 2017 meeting) instead of the invoice payment of $348,603. This discrepancy begs for answers.
- Overpayment of $169,693 in releasing $548,296 to settle a $378,603 payable reflected in four invoices and in the Sept. 7, 2017 disbursement report.
- Overpayment of $62,825.88 in the award of $302,825.88 to Felino Javier, instead of the invoice amount of $240,000 obtained from three invoices (Invoice 01-10-2017 for $86,400, Invoice 11-01-16 for $63,000, and Invoice 01-06-2016 for $91,100). This is in addition to salary recorded as Repair/Maintenance in the balance sheet.
- Compensating FCT officers or members likely contravened Article VII (4) of the FCT Constitution By-laws which prohibits remuneration to officers and members. (See opinion of lawyer above.)
- Retroactive payables for 10 years with nary a record in balance sheets and the 2016 financial statement.
Whether FCT executives and directors knew these irregularities or not, they risk personal liability for likely breaching fiduciary responsibility.
A transparent and honest person would not hide behind an armor of lawyers, express indignation, and attack individuals who expose wrongdoing before the bar of public opinion.
Immorality in practice simply has no place in the altar of truth.