Tuesday, May 3, 2011
How Does A Fake True Religion Look From Inside
via CIPER
Chile Juan Pablo Figueroa on 4/28/1911
Pola had nothing to do with what happened that day, but there she was, pregnant and barking. Was following the nearly 500 students from the Central University (Neonatal Unit) who marched towards the Ministry of Education with songs, chants and banners against the sale of one of the oldest private universities in the country. By then, the university had almost two weeks in unemployment, with successive shots and evictions of university facilities. And this Thursday, April 14 was the third time who came to the ministry demanding that the authorities intervene in a process that, in his view, has several irregularities. That stray dog \u200b\u200bwould be the news that captured public attention choking the scenes of a controversial new business of private education.
a private corporation nonprofit
, surpassing a target of 8% of its assets in excess and get an investment of approximately $ 35,500 million over ten years. What resulted from that process is what students, with their strikes, marches and outlets, trying to stop: the incorporation of North-South group as a strategic partner by acquiring 45% of their property and 50% of control its management. All for about $ 21,000 million. According Livacic was the best of the proposals that came.
The truth is that it is not just an issue between private parties. For the sale to materialize and the business is realized, the ministry must approve the charter reform that has been proposing since last year, according to the schedule that ran the Two days after Lavin spoke, came the April 14 rally and the next day, Pola, the stray pregnant, came out in almost all media for having barked and bit the leg of a police horse, making her fall with her rider, and being kicked by the police special forces who controlled the march. But the details of the millionaire and complicated business that caused an outcry from students, from corporations that were created, of the shares acquired academics, real property sold, changes in statutes, layoffs, , nothing is known. While all this mean that the university, which until then functioned according to the law as a nonprofit entity, continue to rely on a private equity fund.A strange animal
The Neonatal Unit has no owners. Unlike other private universities whose assets owned by real estate companies, the corporation reinvests all its profits and owns the buildings, land and other property, adding assets and subtracting liabilities, according the last balance sheet are assets of $ 23,160 .185.000. For this, and the structure was granted in 2001, several of those consulted by the UCEN CIPER say "is a strange animal in the market for private universities." -In 2000 completed the "major reform" which helped to democratize the university: we created a General Assembly remained as the highest body in the corporation, on the Board previously made decisions. The Assembly is representative of the various faculties and which elects the Board. That is the institutional form that the Central University works to date, "says Eugenio Arratia, former director of quality assurance in the Neonatal Unit.
Everything was captured in 2001
status. It notes that the 14 active members, who are democratically elected representatives in the seven faculties, can only be scholars of the university, shall remain in office five years and are the only voting in the sessions. Also be entitled to voice the association of academics, labor unions and the federation of students. The official document requires that the Board only individuals involved, which is renewed every five years. And that the assets of the corporation, if dissolved, shall become the property of the state "to be used for similar purposes in accordance with Article 561 of the Civil Code." 
"This was done to make college more democratic and ensuring its continuity as an entity actually profit. Thus, the corporation would remain in control of herself and not be shared. This was the spirit from the beginning, says José Antonio Hernández, son of Gonzalo Hernandez, one of the founders of the Central University in 1982 and a member of the Assembly until his death in 2007. But the changes now being proposed, and are already under way-point in the opposite direction. After the adoption of the Strategic Plan in late 2009 both the Assembly and the Board evaluated how would be funded. This task was entrusted by the Board of the corporation president, Ernesto Livacic, and he was rector until early March this year, Luis Lucero. The first was with broad powers. Six months later, just the period set by the Board, already had a proposal. They then began the real problems in our Neonatal Unit.
The North South
friendAs noted in the
Deans Committee Minutes of July 14, 2010, Livacic said he had spoken to banks for loans, but borrowing capacity of UCEN did unfeasible. Also, to be explored with potential donors, but they were already contributing to other universities. And that several private conversations were discarded because they were demanding majority control of the management of the Neonatal Unit. It was then that the option came North South , the investment group led by businessman Vicente Caruz (former owner of Banco del Desarrollo), to develop a strategic alliance, but refuses from Headquarters, in fact involves a sale of the university.
"In the search for financing the former president participated Lucero and me. There are records of all meetings where he discussed the issue. The two met with the North-South people in my office. All companies that were presented and the discussions that were documented and recorded in the minutes and reports presented to CIPER Livacic said.
But Lucero, who was detached from the Neonatal Unit and three other senior officials for opposing the alliance, said that was not involved in this process and that this was only "a couple of informal conversations and a meeting at the offices of North South." He also claims that Livacic took care of everything, which only referred to the information you give verbally to him and the rest of the Board and that each time requesting documents, they were refused. "And do not ask much more because Livacic said everything was extremely confidential, that could not be filtered. There were several meetings with various partners where they discussed this issue. All behind closed doors and without a secretary. For all intents and purposes, these meetings did not exist, "he adds Lucero, former rector of the Neonatal Unit, which is corroborated by another member of the Board prefers to keep his name confidential.
Although neither the Assembly nor the Board knew the details of the negotiations, all approved. Even Rafael Rosell, who was attorney for the Neonatal Unit until January this year, learned of these conversations: "It was not a contract for me. If the prosecution became aware of this strategic alliance was it exploded in the newspaper," he says. According
Livacic, everything went through Rosell, but CIPER Several sources say the president on legal matters of the Board was advised throughout the process by the law firm Lawyers
Avendaño Merino. There, one of the lawyers associated is Alberto Etchegaray de la Cerda, son of former Minister of Housing of the same name who is a partner of North-South. Another inconsistency arises when choosing a partner North South strategic. According Livacic, which passed the Assembly was a report prepared by a committee of the Board selected a North-South because "it was the only one that included a shared administration, fully ascribed to the academic project and its direction, goals and objectives, and was best proposal in the amount of resources that came into the Neonatal Unit. " In that committee Livacic allegedly involved with two other board members: Claudio Martínez and Eduardo Castro. But when he consulted CIPER this decision Castro said "I was never there," .
comes a new partner
bonus for all North South is not a newcomer to the business education.
His poloeducational investment and has 8 schools, a technical training center and records a raid at the University of Viña del Mar part of which later was sold to Laureate International Universities
. Now, after the adoption of its incorporation as a new strategic partner of the Neonatal Unit, and that will take out the due diligence process 
see map), Antofagasta and La Serena for $ 16,000 million. According to the latest balance sheet of the Neonatal Unit, the buildings represent 56.9% of its assets, with a value of $ 35,348,016,000.
"After the sale, $ 11,000 million will be allocated to debt repayment. What remains, are compensation for all staff (because it changes the employer)
. The first thing he said was that he was a compensatory bonus, but the truth is that they are just settlements. That means that what North-South pay, everyone will get something. This is because the shares held by each, according to the latest report released by Livacic, went from about $ 10,000 to $ 700,000, "says Lucero.Livacic clarifies that the sale, the corporation will be at zero debt, which will allow borrowing capacity. And no remnants be distributed among academics and officials from the Neonatal Unit, but "the compensatory bonus" will come from the surplus to be obtained during the year. Livacic does not comment on the extra contribution of $ 5,000 million North South makes for representation on the board. And in all this process, university academics became shareholders in a Private Investment Fund (PIF) which was transferred the remaining property of the corporation.
The UCEN happened to have owners. In this operation, UCEN 11,170 students (according to América Economía ranking
2010), which are its main asset, have been mere spectators. So far the easiest part of the business. Academic Society Before defining the new strategic partner, within the university already had articulated a complex model that was based on creating a FIP, whose investors are the same staff at the Neonatal Unit. Its design was the work of International Links, a company of former director of the State Railways, Alberto Libedinsky.
-evaluated with lawyers organizational options of 50% would represent academics in the Neonatal Unit. There were two possible ways: a corporation or a mutual fund. It chose the latter because, in a fund like this, which is made from a 45-year renewable term, the withdrawal of profits is much more limited. What we want is that the resources that enter the product of the strategic alliance are for college and not go into the hands of non-counting Livacic. But the model is implemented, unlike the model that worked so far, much of the funds themselves passed into the hands of third parties: academics and managers.
Over the past year, with brochures, posters, website and communications 
shares in any of the 19 corporations that was . They all invest in a Private Investment Fund (PIF), established by the university to fund their areas of interest, but in which the corporation has no interference or property. The number of closed corporations that were created are determined by number of participants per school. And it's not hard to see why so readily adopted the model in both the Board and in the Assembly and the reason they subscribe for 87% of the shares before the deadline established. Even those who were against the process bought shares.
In
a document at the top says "Confidential", establishing criteria for the subscription of shares, of the 10,000 titles at $ 10,000 each, administrative and academics would have a purchase option for each year of service, plus two extra shares for each school authorities. And the higher the position, the greater the benefits. The options add up to 10 actions to senior management, 20 for vice presidents and deans and 30 for each member of the Board, the Assembly and the rector. To this are added the other 30 stocks that members of the Board, in addition to the chancellor and the secretary general can be purchased as "senior drivers" and the other 10 that each Assembly member can buy to be "senior decision makers." All the money from those sales-approximately $ 100 million goes to the FIP. But that is not flashy business. When expressing the entry of North-South, new members will make a contribution of $ 5,000 million to fill three seats on the board. And that money is not going to the corporation, but that adds to the FIP. Only with such a motion, if a person invested $ 10,000 in a title, your equity goes up to around $ 700,000. In Managers SA, one of 19 corporations where besides the four officers involved demobilized (including the former rector Luis Lucero), Ernesto Livacic, as president of the corporation has 100 shares. Elo means buying shares for $ 1,000,000 to be paid when the contribution of North-South will be worth $ 70,000,000.
fund chiefs
As private bidding for awarding FIP
administration was a failure, mainly due to the limited range of investment, UCEN commissioned the firm of Albert Libedinsky-the same that developed the model- A proposal for managing the private fund. In its report to the Board Libedinsky proposed creating a joint management between the managers of the Neonatal Unit and an external firm. Thus it was that before the creation of the FIP, was born in July 2010 Almagro SA Administradora Its members, according to his
Shareholders Agreement, are the 32 directors of the Neonatal Unit (Board, Assembly, rector, deans and vice-chancellors) and the company 
But Almagro SA Administrator role goes far beyond money management. In addition to having created the Real Estate UCEN Ltd., to manage 55% of the remaining properties held by the corporation and were transferred in exchange for equity, an entity to repurchase the securities to academics who want to leave business, and another company to develop new building projects, the FIP, represented by the management company, was
six joint stock companies (SpA)that have absolute power in the university. This, because the changes that come with the new business come to completely reform its institutions (see Box 1
). Societies directors instead of the new model the Assembly, at least in practice, disappears. What today is for the governing body of the Neonatal Unit will be renamed the Nomination Committee shall be outside the corporate structure, attached to the FIP. Your only job is to appoint members of the Board. But these are no longer individuals, but representatives of SpA created by the FIP.
The Board of Directors will not, but sole proprietorships. And will the same constituents in the new Assembly. In fact, strictly speaking, what you buy North South with $ 5,000 million was provided to FIP are three seats on the board, but three stock companies which also assure three seats in the Assembly. All this is contained in the new constitution currently being evaluated in the Ministry of Education. A very important step because, while the Directorate of Higher Education does not approve the statutory reform, the sale may not be carried out in North and South representatives may not be appointed. Still, by the side of the UCEN everything is sealed. "When they formed the six SpA had to immediately appoint directors and appointed the current members of the Board. I repeated it one that will sell and Hector Aguilera, too, because one of the directors refused. This is provisionally appointed by the Assembly, "says Ernesto Livacic, who reiterated that the North and South UCEN is only a strategic alliance and not a sale.
None of the assembly polled by CIPER knew that these charges had already been appointed. 
a document prepared by the former Dean of the Faculty of Education, Selma Simonstein (academic member of unlinked), which compares the current status with the first draft, which was rejected, and the final proposal approved by Assembly in early August last year. While the former is much of the original lines of sinks, in August, holds a majority, but key changes are the same.
If until now only be active partners of the Academic Assembly who meet certain requirements, the approved project opens the door to participation of legal entities. And if still applicable rules prohibit a Board member is elected as Assemblyman or vice versa, the new regulation permits. It also indicates that both members of the Assembly and the Board remain in office until the Ministry of Education approves the reform and North South stipulates that holds at least half of the active members of the Assembly. latter is considered by many critics of the sale as one of the key points that could mean the cancellation of the entire process (see Box 2
)
.On August 12 approved the proposal entered the ministry, but before the Division of Higher Education gave its opinion, Ernesto Livacic withdrew to make modifications. Livacic CIPER said it did "for administrative matters." In the session
November 4
General Assembly approved these amendments and on November 22 the document again to enter the ministry. But comments were.
"They were basically four: you have to include a clause in which students and staff are not entitled to vote, delete a paragraph that was allowed to change the structure of the unmodified Vicechancellorship status and a couple more formal Livacic says.
On 3 March, the General Assembly adopted the draft Statute adequacy of the observations of the ministry. As stated in 
Allegations opponents UCEN's alliance with the North South has had an impact both inside and outside. While students have shown their rejection with marches, and strikes footage, management group made up of demobilized ex-rector (Luis Lucero), fiscal (Rafael Rosell), director of quality assurance (Eugenio Arratia) and dean of education (Selma Simonstein), all shareholders in joint stock companies-began a battle to stop the sale of the house which served as studies scholars since its inception in 1982. Advised by counsel, Francisco Molina Cáceres-one of the architects of the statutes of 2001 - have sent letters to the Ministries of Education and Justice and even the State Defense Council
denouncing what they see as a flawed process .Its main argument is that the changes go against the nature of the corporation: to be a nonprofit entity. With the strategic alliance, the creation of corporations to invest in a private investment fund (PIF) and the amendment of the statute, it "exceeds the legal framework which authorized its existence and operation, this is a private corporation not for profit and fulfill its educational purposes, "says Molina his letter to the Ministry of Justice .
By law, a nonprofit corporation can not be sold and generate profits for the members who compose it. But in the opinion of critics, the model violates the law of the principle of non-profit organization and autonomy, as Molina says CIPER: "The Neonatal Unit within its legal autonomy, can form partnerships in support of their rotation, but has no autonomy or authority to establish investment companies as which has become now. " Counsel refers to corporations that are created to invest in the FIP and Corporations, by definition, all for profit.also accused the General Assembly other act "illegal" to have extended his term in November and no new elections have been made yet. Indeed, last November expired five years in office for eight of its 14 members and "had be renewed in part by implementing the Statutes and Regulations, in order to assume, convene and adopt suitable arrangements, "says Molina
his letter to the Ministry of Education . In this context, since that date the Assembly would have no legal capacity to adopt resolutions on this scale
. Livacic's interpretation is different: "The Assembly has the power to extend itself because it is the supreme organ of the corporation (...) And the statute which was adopted on August 5 provided that the members of the assembly remained in office until the appropriate appointing new members of the Board ". In this regard, there is a only point that remains to be clarified: the statute referred Livacic has not yet been approved by the ministry, which remains in force 2001.
Google Reader to easily keep up The lawyer added that "the case law and the law say that if these members are obsolete in their appointment and work after his term expired, they retain only the conservation and management powers. In other words, are to collect and pay bills not to decide on important things, because that is required to have the fullness of his appointment. No decisions can dispose of assets or less modify the statute. "
Things you can do from here: CIPER Chile
subscribe to Google Readerwith
Start using
Subscribe to:
Post Comments (Atom)
0 comments:
Post a Comment