The 1987 Restatement of Articles of the Worldwide Church of God, signed by Joseph Tkach Sr. on June 2, 1987:
1987 Restatement of Articles Of The
Worldwide Church of God
A California nonprofit religious corporation
Joseph W. Tkach and Gene M. Michel certify that:
1. They are the Chairman of the Board and the Assistant Secretary, respectively, of the Worldwide Church of God, a California corporation.
2. The following Restated Articles restate the entire text of the Articles of Incorporation of said corporation as amended to date:
ARTICLE I
The name of the corporation is the "Worldwide Church of God" (the "corporation")
ARTICLE II
The purpose, business and pursuit of the corporation shall be:
A. The purposes of the corporation are religious, as the word is exemplified in the Bible as defined and as expounded by the "Church of God", also known as Worldwide Church of God, an unincorporated association, of which Joseph W. Tkach is the presiding Pastor General" ("the Association"). The corporation is organized under the Nonprofit Religious Corporation Law of California exclusively for religious purposes, within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954.
B. To purchase, acquire, lease, sell and dispose of property, both real and personal, and to use, encumber, pledge, mortgage, lease, and otherwise deal in the same at pleasure to the same extent as a natural person can do.
C. To make and execute deeds, mortgages, releases and instruments of indebtedness, negotiable or non-negotiable, and to enter into and execute contracts of every kind and character with any person, firm, or corporation.
AR Note: Parts B and C above are commonplace clauses listing a broad range of various types of business transactions for the WCG corporation. It permits a wide range of activities for the California nonprofit religious corporation to engage in, without any restrictions.
D. Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities, not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
E. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation and this corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
AR Note: Parts D and E are in the WCG Articles to comply with IRS tax regulations for tax-exempt 501(c)(3) organizations, to which charitable contributions are tax deductible. Part E simply repeats the federal tax code verbatim regarding what 501(c)(3) orgs are permitted to do legally. The permissible range of activities of 501(c)(3) organizations, statutorily exclude that of "carrying on propaganda", influencing legislation, and political campaigns.
Propaganda is an ironic kind of restriction for the WCG to acknowledge here, when the very name of the magazine is the "Plain Truth". Also, that HWA politically influenced the passage of the California Petris bill legislation - at the 11th hour, after several expensive appeals to the California and United States Supreme Court failed to save his neck. Add to that political influence: WCG support in the upcoming California gubernatorial election campaign for AG George Deukmejian was extended. The AG was influenced thereby to cancel HQ sworn depositions, drop criminal charges, and deep-six mounting evidence in the tithe-fraud investigations. Armstrong got off the legal hook by wasting millions in frivolous, dilatory legal arguments instead of showing off his deceptively audited accounting books. He nor his WCG was exonerated of wrongdoing.
ARTICLE III
The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Los Angeles county.
ARTICLE IV
The number of directors of the corporation shall be six, until changed by an amendment to the by-laws increasing or decreasing the number of directors.
ARTICLE V
This corporation is not organized, nor shall it be operated, except as permitted by law, for pecuniary gain or profit, and it does not contemplate, except as permitted by law, the distribution of gains, profits or dividends to the members thereof or to any private shareholder or individual.
AR Note: Article V is a non-profit clause reciting that the gains, profits or dividends of the non-profit corporation are not to accrue to the benefit of individuals. To do so other wise would violate the tax exempt public trust of any non-profit corporation. Yet Armstrong and his closest associates benefited monetarily the most, not those who needed charitable assistance, in the WCG or otherwise. In the end, Armstrong had no problem getting money out of the corporation for what ever he wanted. That included millions upon millions of mandatory third-tithe sacrifices compelled for support of widows and destitute orphans wasted monthly on jets leased by Armstrong and then Tkach. A detailed accounting at this point of how the compulsory triple-tithe millions and special funds donations were actually comingled with other funds, laundered and wasted by the Pastor Generals might be superfluous, but compelling.
ARTICLE VI
In the event that the corporation's charter is surrendered to, taken away by, or revoked by the Association, the corporation shall be dissolved.
AR Note (Article VI's Significance): Under the new 1987 Tkach Article VI, the unincorporated Church Association unambiguously and categorically holds the legal power, (through the Pastor General and his Advisory Board of Elders) to take away the corporation's charter. As written above, the Association specifically has the completely legal power to revoke the church corporate charter; to dissolve the California church corporation out of legal existence, shut it down, and transfer out any remaining assets elsewhere.
Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, and after compliance with Section 680 of the California Religious Nonprofit Corporation Law, the remaining assets of this corporation shall be distributed to one of the following organizations, corporations, trustees or other entity, in the order of their preference as listed:
AR Note: This section details the procedure for winding up and finally dissolving the WCG Church corporation by the Association. Section 680 of the California Religious Nonprofit Corporation Law covers the required legal procedures for winding up such a nonprofit corporation in California. It is put into place to try to prevent private inurement, or individuals benefiting from the disposition of any remaining nonprofit assets. After all debts, loans and WCG corporate liabilities have first been completely paid off (such as any WCG bank loans, credit cards, or lines of credit outstanding; or pension obligations, if any remain outstanding to employees or retirees) any money or assets remaining must go to:
A. The Association, or in the event it is unable to take title for any reason, then to
AR Note: The unincorporated WCG Church Association, then, has FIRST preference to get any remaining assets on the WCG corporate books.
B. The individual members of the Advisory Council of Elders of the Association in trust for religious purposes, as exemplified in the Bible as defined and as expounded by the Association, or in the event they are unable to take title for any reason, then to
AR Note: Next, the individual members of the Advisory Council of Elders of the Association, of which Tkach Jr. is a member, get the money (to be held in trust, of course). The assets or property would not be titled in their own individual names, but held in a trust for religious purposes, apart from any unincorporated Association entity itself, unless it too was dissolved for another reason. The individual members of the Advisory Council would be probably be the specifically named trustees in care of this religious trust under this provision.
C. The organization, corporation or trustee or other entity supported by the Pastor General of the Association, or in the event such power or appointment is not valid for any reason, then to
AR Note: Third preference in line is the Pastor General's personal pick (as if preferences A and B were not his decision.) The Pastor general has a power of appointment to place the remaining corporation assets into any other another organization he supports; some organization, another corporation, some other trustee or any other entity he supports (use your imagination here- very few restrictions on the Pastor General's pick exist in this provision).
Or, if the WCG corporation is dissolved without a name change, he could theoretically perhaps place any leftover Association controlled money if he wants in another newly created entity such as "Grace International Communion", an idea previously promoted by Tkach in February of 2006.
D. Ambassador College, a California nonprofit corporation.
AR Note: Ambassador College, where are you? Founded in Pasadena in 1947, Ambassador College is alive and well and now doing business as Grace Communion Seminary.
Think Ambassador College shut down? It is currently an active California nonprofit corporation, in good official standing with the State of California. The California Secretary of State will verify this for you online. And now Ambassador College, doing business as Grace Communion Seminary, is now standing in line to receive all of the remaining assets of the dissolved WCG religious corporation Armstrong founded in 1946. The Tkach Chair of Reform School Theology at Ambassador College's Grace Communion Seminary has a nice ring to it, doesn't it? It certainly beats working for a living.
3. The Restated Articles do not themselves amend the Articles of Incorporation of said corporation and no approval of this certificate by the members is required.
AR Note: My comment on the "is it a restatement or amendment of WCG law" issue is below.
4. The execution and filing of this certificate was authorized and has been approved by the Board of Directors by resolution duly adopted by unanimous written consent on June 1, 1987.
Dated: June 2, 1987
(Signed) Joseph W. Tkach
as
Chairman of the Board
(Signed) Gene M. Michel
as Assistant Secretary
VERIFICATION
Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of his own knowledge and that this declaration was executed on 2nd day of June, 1987, at Pasadena, California.
(Signed) Joseph W. Tkach
(Signed) Gene M. Michel
Filed June 11, 1987.
AR Note: The so-called 1987 Restated Articles above (claimed to be merely a Restatement of WCG corporate Articles, but denied by Tkach Sr. to be an corporate amendment, which might then legally require a vote of approval by the "members") are significant in that it is the first time such a detailed order of preference for the distribution of any remaining corporate assets of the WCG is introduced into WCG doctrine.
Then in complete control of WCG by June 1987, Tkach was probably anticipating a future potential "earthquake" from the upcoming doctrinal changes to be made, and a possible impending complete dissolution of the WCG corporation was on the mind of his lieutenants. What might happen to the WCG corporate millions Tkach now controlled in the WCG piggybank, if it was going to be smashed open and wasted?
So when Tkach Sr. rather defensively and strangely claims that it is only a Restatement and, rather oddly, that no vote of approval is required by the "members", exactly which set of "members", according to the bylaws, is Tkach Sr. referring?
Tkach Sr. signs the above "no approval of this certificate by the members is required," which could in general perhaps legally refer to either church members, or church corporate members. Church members ordinarily would probably think of of themselves as members of the Church Association, not as members of the corporation.
However, the most recent set of WCG corporate bylaws we have specifically define only one class of corporate members, who have voting powers of approval:
"There shall only be one class of corporate members. They will be referred to as the "Members of the Corporation." "Members of the Corporation" shall mean the Advisory Council of Elders of the Association as it shall from time to time be constituted."
------------------
Please note that "Members of the Corporation" by the June 1987 time frame had a specific, legally defined meaning and should not be confused within the WCG corporate bylaws with "church members."
The corporate bylaws also state:
"Each member of the Board of Directors, each committee member or each officer of the Corporation must be a Church Member of the Association at the time of his appointment and must remain such during his term in office. If for any reason he does not remain a Church Member of the Association during his term in office, then he shall be disqualified from serving as a director, committee member or officer, which disqualification shall constitute his removal from his respective office without the necessity of further action."
The Tkach Board of Directors of the WCG corporation approved the 1987 Restatement unanimously in writing. According to the bylaws just quoted, the Board members of the WCG corporation MUST also ALL be Church Members of the WCG unincorporated Association at the same time.
If all Tkach needed a vote of his appointed WCG corporate members to approve what is legally asserted above to be a corporate restatement, he could easily have accomplished this. However, the restatement oddly and specifically stipulates that "and no approval of this certificate by the members is required."
Really? Perhaps instead the line ought to read, "and no approval of this certificate by the WCG members is required or desired". But what if in fact it was not a just corporate restatement as Tkach claimed, and rose to the required approval level of a corporate amendment? Obviously, Tkach Sr. did not craft this corporate restatement without assistance. all by himself. But no court has yet ruled on the corporate legality, or lack theeof, of this Tkach 1987 WCG restatement, one way or the other.
Nevertheless, under what conditions would a church member vote of approval for an corporate amendment be required, if ever?
Armstrong's original 1946 corporate constitution Article V might shed some light and set historical precedent on this issue of corporate member voting in the Radio Church of God, but the following 1946 electronic version has quite a few important blanks from whatever was in the original:
ARTICLE V
The authorized number and qualifications of members of this corporation, [___] different classes of membership, if [___], the property, voting and [____] rights and privileges of each class of membership, and the liability of [____] and all classes in [____] of membership [____] the method of collection thereof shall [_____] forth in the by-laws of this corporation.
ARTICLE VI
The name of the existing unincorporated association wishing to be incorporated is "Radio Church of God".
ARTICLE VII
The by-laws of this corporation shall be adopted by the directors named in these articles of incorporation, and may thereafter be amended or repealed by [___] [_____] provided in the by-laws.
IN WITNESS WHEREOF the persons who are to act in the capacity of first directors of the corporation this 3rd day of March, 1946.
(Signed) HERBERT W. ARMSTRONG
President, managing director, and
Pastor-evangelist
(Signed) LOMA D. ARMSTRONG
Treasurer
Filed March 13, 1946.
The next WCG, or 1948 constitution added this in regard to local congregations voting: "minister of evangelist used of God in raising up and organizing the local congregation shall, after fasting and prayer, appoint and ordain the local pastor, elders, and deacons. In no case shall there be worldly politics, or voting, or selection of these officers by the members themselves. In the absence of a credentialed minister or evangelist in the raising up and organizing of a local church, such appointments and ordination shall be made by the general Pastor of this Church."
But on the other hand, the 1948 WCG constitution, Section 3 on membership requires a member voting process to effect the disfellowshipment of a member - with a two -thirds requirement: "it shall be the duty of every member of the Radio Church of God...shall upon approval of the pastor and two- thirds of the members present at any meeting be excluded from membership and disfellowshipped by the congregation"
Therefore, according to the 1948 bylaws, local church members were not permitted to vote or participate in the selection process of local ministers, elders, and deacons; but were permitted a vote to disfellowship their own fellow church members!
The 1948 WCG constitution goes on to say:
ARTICLE XI
AMENDMENTS
Section 1. These articles may be amended at any unusual or special business meeting called for that purpose, upon recommendation of the changes by the President and Pastor with the approval of a majority of the members present.
So a majority of the members present may vote to amend the articles at a business meeting, called for that purpose, to approve recommended changes by the Pastor General. Is that why Tkach Sr. made such a point of declaring the Board Action of 1987 a Restatement, and not an amendment? In fact, that is just what a majority of the members is said to have approved of on October 24, 1948:
* * * *
This CONSTITUTION has been recommended by the Pastor, and approved by the majority of the members present at this annual meeting, this 24th day of October, 1948.
One wonders if anyone remembers that 1948 meeting, besides Rod "Spanky" Meredith. It says the new constitution was approved by a majority of the members present on October 24, 1948. At that fledgling time with few members, the WCG bylaws may not have yet defined a special group of Members of the Corporation who purportedly became the only ones legally permitted by the bylaws to vote on such matters-such as approving a new 1948 Radio church constitution. A majority vote of members at this fall festival annual meeting was required to legally change from the rather mercifully short, original 1946 WCG constitution. At the very least, it could have received some advance notice, a recommended mention by the PG and perhaps a quick voice vote. But how was it in actual fact legally approved by the real "members" that day in October 1948, according to the then corporate bylaws?
On another note, Loma Armstrong switches hats from counting the money as the first corporate Treasurer for the WCG in 1946, to Vice-President of the Radio corporation in 1948. Somebody had to count the incoming money. Who better to trust counting the incoming Radio cash, besides his own wife? Maybe that's why the 1948 constitution called for an internal auditor - "An Auditor, in supervision of auditing and bookkeeping department, who shall audit all financial records of The RADIO CHURCH OF GOD and its auxiliary organizations or institutions at least once each year, and report to the President". It's not easy to con a con.
(SIGNED) HERBERT W. ARMSTRONG
Pastor, and President of corporation
(SIGNED) LOMA D. ARMSTRONG
Vice President
(SIGNED) ESTHER OLSON
Secy.-Treas.
(SIGNED) BASIL WOLVERTON
Elder and Director
(SIGNED) D.T. HENION
Deacon and Director
(SIGNED) JAMES A. GOTT
Deacon and Director
The next publicly known corporate transaction to require a minimum quorum meeting of the members of the Radio Church of God is supposed to have allegedly occurred at 363 Grove Street, located on the AC campus, January 5, 1968. Herbert Armstrong perjured himself on a sworn document he signed under penalty of perjury, when he claimed exactly 5,051 WCG members, properly and with required notice, voted to approve a board of directors corporate resolution to change the name of the Corporation from Radio Church of God to Worldwide Church of God. If anyone has incontrovertible proof to the contrary that exactly 5,051 of Armstrong's members voted on changing the corporate name from Radio to Worldwide on that day, let them provide it.
"That at a meeting of the members of said corporation, duly held at 363 Grove Street, Pasadena, California, on January 5, 1968, a Resolution was adopted, which resolution is identical in form to the directors' resolution set forth in Paragraph 2 above.
4. That the number of members who voted affirmatively for the adoption of said resolution is 5,051, and that the number of members constituting a quorum is 2,500."
One has to ask the obvious question about the 1968 voting rights of the membership in the WCG and the bylaws, "Why did Armstrong find it necessary to claim that exactly 5,051 of his members voted for approving the resolution of his Radio corporate board, and then criminally perjured himself in a sworn document about it?" If Rod Meredith voted to approve the board resolution and knew there was no required member vote of 5,051 taken to approve this board resolution, he knowingly permitted a fraudulent corporate transaction as a member of the WCG board of directors.
To continue, a known subsequent addition (by 1977) to the 1948 version of the WCG constitution adds to the corporate bylaws: "The Board of Directors shall be vested with authority to appoint a ministerial committee and adopt procedures for it. Such committee, however, shall have no authority to suspend, disfellowship, or reinstate a Church member who is also a corporate member."
So by 1977, the WCG corporate bylaws contained separate definitions for WCG church members and a WCG corporate members. These kinds of technical legal distinctions on membership are often made in non-profit organizations or associations, which can define various kinds of membership. The provision above states the ministerial committee has no authority to disfellowship someone who is a corporate church member and a church member. Undoubtedly, Armstrong's bylaws by this time stipulated only the "Church Authority", (legally defined in the church bylaws as the Pastor General or President) has the sole authority to disfellowship either a "dummy board" corporate member or member of the advisory board of elders of the unincorporated Church Association, or some or all of the board members, without cause or notice.
Tkach claimed in his certification that, "The following Restated Articles restate the entire text of the Articles of Incorporation of said corporation as amended to date". Well anyone, after reading the text of the 1948 Constitution and Bylaws of the Radio COG here and the WCG Constitution here can tell they differ tremendously from this 1987 Tkach restatement, even Mr. Magoo. If his 1987 Restatement was in fact only a restatement as Tkach wants us to believe, there was a great deal of amending done behind the scenes to get from the entire lengthy text we have of the 1948 Radio Articles of Incorporation, renamed to Worldwide in 1968, to the Articles Tkach claimed to have only just "restated" in 1987.
If anything, the very short 1987 Restatement by Tkach hides and conceals more than it reveals about the 1987 corporation in the document on public file with the California Secretary of State. The 1987 Restatement only provides the corporation, or the Pastor General, a set of prioritized rules for the disposition of the former tithes and donations extracted out of church members, should the Pastor General of the WCG Association dissolve the WCG corporation for any reason. This list of prioritized preferences as to where the assets wind up (again basically to Tkach Jr.'s control) may be the bare minimum the State of California requires to be publicly filed in a restatement of nonprofit corporation articles.
To paraphrase AR58:
"In the final analysis, all WCG doctrines, policies, assets, and personnel are controlled legally by the whims, caprices, and fantasies of but one human being - Joe Tkach Jr. In a very real sense, therefore, the Worldwide Church of God is Joe Tkach Jr."
If anything, Joe Tkach Jr. today has more dictatorial, lifetime legal control in the articles and bylaws of the current WCG corporation and unincorporated worldwide Church Association and its millions that Herbert W. Armstrong ever dreamed of.
Tkach Jr. owes the church a full, candid explanation for these 1987 restatement discrepancies and legal inconsistencies with the historical WCG corporation and church Association articles and bylaws. To do anything less than publishing the WCG's constituent documents, and fully explaining how his church operates under what set of bylaws shows a lack of grace and is nothing less than a complete dereliction of duty to his employer.
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