(Tumon, Guam) On Thursday, Guam Attorney General Douglas Moylan announced in a three-part opinion requested by Guam Visitors Bureau (GVB) President and CEO Carl T.C. Gutierrez that the board’s selection of Mr. Akihiro Tani and Mr. George Chiu to the GVB Board of Directors was invalid.
Tani was selected by the board to fill one of two vacancies left by the expired terms of board members Stephen Gatewood and Charles Bell. Tani is the general manager of Fish Eye Marine Park in Asan. Chiu, who runs the Crowne Plaza Resort Guam and is an executive with the hotel’s parent company, Tan Holdings, was the board’s other selection.
Citing GVB’s enabling legislation, Moylan observed, “their terms would have to be filled by election by the contributing membership.”
Moylan noted that the applicable law “only applies to seats vacated by resignation or removal and not to expired terms. If it did apply to expired terms, there would be no need to conduct director elections, since elected directors could keep selecting directors in lieu of an election.”
“Attorney General Moylan’s opinion supports management’s position of the bureau that the board’s attempt to form a quorum with expired memberships on January 31, 2023, fell outside the law,” Gutierrez said. “Therefore, any board action directing management priorities and actions would have put management in jeopardy and made the bureau it serves liable under the law.”
In addition to this opinion, the AG also affirmed the applicability of binding resolutions made on a corporation’s board of directors, as well as the board’s ability to schedule future meetings absent of its bylaws.
Confidence must be restored
“GVB management is grateful for Attorney General Moylan’s clarifications because it corroborates GVB legal counsel’s opinion and advice to management,” said GVB Vice President Gerry Perez. “The bureau has completed the revision of its bylaws consistent with its enabling law and now awaits membership ratification so confidence can be restored to the manner in which board and management interact.”
“As our membership prepares to adopt amended bylaws, it is critical that we have our elected attorney general weigh in on a matter that has placed the board and management at odds for the better part of the past year, so the GVB’s staff and management can continue the business of reopening tourism and serving the people of Guam, unimpeded by any lingering doubts,” Gutierrez said.
Click here to read the AG's opinion
Tani was selected by the board to fill one of two vacancies left by the expired terms of board members Stephen Gatewood and Charles Bell. Tani is the general manager of Fish Eye Marine Park in Asan. Chiu, who runs the Crowne Plaza Resort Guam and is an executive with the hotel’s parent company, Tan Holdings, was the board’s other selection.
Citing GVB’s enabling legislation, Moylan observed, “their terms would have to be filled by election by the contributing membership.”
Moylan noted that the applicable law “only applies to seats vacated by resignation or removal and not to expired terms. If it did apply to expired terms, there would be no need to conduct director elections, since elected directors could keep selecting directors in lieu of an election.”
“Attorney General Moylan’s opinion supports management’s position of the bureau that the board’s attempt to form a quorum with expired memberships on January 31, 2023, fell outside the law,” Gutierrez said. “Therefore, any board action directing management priorities and actions would have put management in jeopardy and made the bureau it serves liable under the law.”
In addition to this opinion, the AG also affirmed the applicability of binding resolutions made on a corporation’s board of directors, as well as the board’s ability to schedule future meetings absent of its bylaws.
Confidence must be restored
“GVB management is grateful for Attorney General Moylan’s clarifications because it corroborates GVB legal counsel’s opinion and advice to management,” said GVB Vice President Gerry Perez. “The bureau has completed the revision of its bylaws consistent with its enabling law and now awaits membership ratification so confidence can be restored to the manner in which board and management interact.”
“As our membership prepares to adopt amended bylaws, it is critical that we have our elected attorney general weigh in on a matter that has placed the board and management at odds for the better part of the past year, so the GVB’s staff and management can continue the business of reopening tourism and serving the people of Guam, unimpeded by any lingering doubts,” Gutierrez said.
Click here to read the AG's opinion
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