8/12/2008

Tkach's Law II: California Corporate Bylaws


The following bylaws are bylaws of the Worldwide Church of God, a particular type of California non-profit religious corporation allowed under the incorporation statutes of the State of California. The corporate bylaws are separate from the related Articles of Incorporation, which have been publicly on file with the California state government since the original version was filed by Armstrong in 1946. But the corporate bylaws were held secret (as you may well understand why, if reading the shocking document for the first time). They fortunately were embarrassingly leaked out to Ambassador Reports and first published by John Trechak. The WCG was then shamed into publishing these corporate bylaws itself to the church, in a subsequent edition of the Worldwide News.

The Articles of incorporation of the corporation contain some essential provisions that are required by California law for the church to obtain legal existence granted by the state to any California nonprofit corporation. On the other hand, the Articles of the unincorporated WCG church Association set forth the essential matters of how the church Association parent controls and governs as the parent organization of: The WCG California corporation, Ambassador College, Ambassador Foundation, GCS, ACCM and other subordinate or affiliate organizations of the church in other countries.

The corporate bylaws, reprinted below with some comments, cover primary matters of corporation governance under the California corporation laws.

The Articles and Bylaws can place the property of the Church directly in the trust of the Pastor General and his personally appointed Board. Although not directly in their names on the bank accounts as individuals - but in the unique form of legalese known as a "trust" form of property ownership. The Articles contain a clause, required by nonprofit law, allegedly forbidding any church property to come to the benefit of any private person in the event that the WCG would ever be permanently dissolved, or bankrupted. In any event, the Pastor General ultimately controls the property of the WCG Association held through the corporate structures.

Tkach Jr. inherited the WCG bylaws from Armstrong, as modified to his liking by his father, Tkach Sr. Nine months after Tkach Jr. became Pastor General, on Feb. 29, 1996, Tkach and the Board met with an attorney who is the outside general counsel for another denomination.

Tkach gave the attorney a copy of the church's constituent documents (including Articles and Bylaws) and requested him to review them and make comments pursuant to making certain revisions, although the request for comments results have not been made public.

According to the July 1996 Worldwide News, it was reported that Tkach Jr. planned to move ahead with changing and reforming and the church Articles and Bylaws. Some of the reform changes Tkach Jr. reportedly considered making include, just for starters: to add a provision giving authority for the Pastor General's removal in the event of some personal wrongdoing in the nature of a crime (e.g., incest, gambling with Church money, third tithe fraud) or act of moral turpitude (e.g. serial fornication); to establish a term limit (?) for the Pastor General; and, to empower the Board with some more responsibility for choosing(?) his successor.

So far, we have seen little documentary evidence of any such changes, other than the Administrative Manual online (see sidebar). The power of the Pastor General over the international dummy boards through the denominational church Association has not diminished on paper or in fact, as has most recently been proven in Canada. In fact, Tkach still directly sits on top of the Canadian Board.


Bylaws of the Worldwide Church of God: a California Nonprofit Religious Corporation

ARTICLE I - SUBORDINATION (to the Association)

1.1 This corporation is chartered by and subordinate to the Church of God, also know as Worldwide Church of God, an un incorporated association, of which Joseph W. Tkach is the Pastor General, which Church is hereinafter referred to as the "Association."

Note: The "Corporation" of the Worldwide Church of God is the legal entity that conducts the corporate affairs of the church. The "Association" referred to in this section, and to which the corporation is subordinate, is a non-incorporated entity with Mr. Tkach Jr. as Chairman of the Advisory Council of Elders. Tkach Jr. has the power to select the new Pastor General, if he appoints a replacement prior to retiring, resigning, or otherwise leaving office.

ARTICLE II - DEFINITIONS

2.1 "Corporation" shall mean this California corporation.

2.2 "Corporate Governance" shall mean the Pastor General. In the event that either of the conditions occur set forth in Section 5.4 or 5.5 of Article V (or any corresponding renumbered section or article) of the Articles of the Association, then the term, Corporate Governance, shall mean and include the Board of Directors of the Corporation as it shall from time to time be constituted, until the designation of the successor to the office of Pastor General or upon his inability to govern being terminated, as provided in Sections 5.6 or 5.7 of Article V (or any corresponding renumbered section or article) of the Bylaws of the Association, at which time the term "Corporate Governance" shall again only mean the Pastor General.

Note: Sections 5.4 or 5.5 of the Articles of the Association provide that the Association's Advisory Council of Elders shall fulfill the duties of the Pastor General if the Pastor General dies without an appointed successor or becomes unable to govern. These provisions (i.e., 5.4 and 5.5 of Article V of the Articles of the Association).

2.3 "Ecclesiastical Decision" shall mean a decision that requires religious considerations. Such decision shall be within the sole and subjective discretion of the Corporate Governance, shall be conclusive and final, subject to review by the Association's Church Authority, as that term is defined in the Articles of Association and Bylaws of the Association, and shall not require oral or written evidence as to its basis.

ARTICLE III - OFFICES

3.1 The principal office and other offices of the Corporation, for the transaction of its ecclesiastical and temporal activities, shall be designated by the Corporate Governance as it deems advisable according to the circumstances.

ARTICLE IV - MEMBERS

4.1 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.

Note: "Members of the Corporation" has a specific, legally defined meaning here and should never be confused in the bylaws with "church members."

4.2 Only the Pastor General shall be empowered to call meetings of the Members of the Corporation. Notice of any such meetings may be given in any manner permitted by law, including, but not limited to, the following: Certified or registered first class mail to the member's last known address, postmarked forty-eight (48) hours before the meeting, or upon four (4) hours advance notice, either in writing personally delivered, or by oral communication, to the member or an adult person residing in his household. All meetings of the Members of the Corporation may be held within or without the State in such locations as the Pastor General shall designate.

4.3 In the event that either of the conditions occur set forth in Sections 5.4 and 5.5 of Article V (or any corresponding renumbered section or article) of the Articles of the Association, then the call and notice of meetings of Members of the Corporation will be as follows:

4.3.1 Call of Meetings: Any three Members of the Corporation will be empowered to call a meeting of the Members of the Corporation.

4.3.2 Notice of Meetings: Notice of any such meetings may be given in any manner permitted by law, including, but not limited to, the following: Certified or registered first class mail to the member's last known address, postmarked seventy-two (72) hours before the meeting, or upon forty-eight (48) hours advance notice, either in writing personally delivered, or by oral communication, to the member or an adult person residing in his household.

4.3.3 A copy of such notice shall likewise be delivered to the then advisor to the Association's Advisory Council of Elders at his then current office address.

4.3.4 All meetings of the Members of the Corporation under Section 4.3 of these Bylaws may be held within or without the State as a majority of said members shall designate.

4.4 Nothing herein shall be construed to prohibit waiver of call and notice, meeting by telephone conference call or action without a meeting, which are otherwise provided by law.

ARTICLE V- CORPORATION RECORDS TO BE HELD SECRET

5.1 The Corporation's books, documents and records shall be deemed absolutely confidential and secret and no person shall have any right of access to or utilization of said information unless authorized or subsequently approved by an Ecclesiastical Decision. The Members of the Corporation and the members of the Board of Directors of the Corporation are exempted from this restriction and shall have power and authority to review such books, documents and records at any reasonable time as limited by law.

ARTICLE VI - GOVERNANCE

6.1 The governance of the Corporation is, after the biblical (?) example, hierarchical in form. Joseph W. Tkach shall hold the office of Pastor General of the Corporation and the office of Director and Chairman of the Board of Directors. The title and office of Pastor General shall be equivalent to that of President.

Appointment and Removal

6.2 The Pastor General shall have the sole power and authority to appoint and remove officers of the Corporation. He may exercise said power and authority at any time, with or without cause or notice.

Tkach functions as the President of the WCG, along with his appointed corporate officers. It remains to be proven if the corporate officers have fulfilled their fiduciary responsibilities and duty of loyalty to the church, rather than act as a dummy board for Tkach Jr.

Fraudulent transactions involving third tithe, posh jet planes and more were the order of the day under Armstrong and Tkach Sr. The state of the corporate books after the campus asset sales is still a Tkach Jr. secret, and where the money went is still a mystery.


6.3 The Pastor General shall have the sole power and authority to appoint and remove any singular member of the Board of Directors, or the entire Board of Directors of the Corporation. He may exercise said power and authority at any time, with or without cause or notice.

Note: As in the case of the officers, the Pastor General can appoint and fire the Board members at any time with or without a stated reason or notice.

The counterargument is that Board members comply with their legal duties of care and loyalty to the church at large, but this has not been the case in the past.



6.4 The Pastor General shall have the sole power and authority to form and dissolve committees and to appoint and remove any singular member of the committee or the entire committee. He may exercise said power and authority at any time with or without cause or notice. No member of any committee need be an officer or a director of the Corporation.

6.5 In the event that either of the conditions occur set forth in Section 5.4 or 5.5 of Article V (or any corresponding renumbered section or article) of the Articles of the Association, then the Members of the Corporation shall be vested with the power and authority set forth in 6.2 and 6.3 of these Bylaws.

6.5.1 The Members of the Corporation shall be vested with said power and authority until the designation of the successor to the office of Pastor General or upon his inability to govern being terminated, as provided in Sections 5.6 or 5.7 of Article V (or any corresponding renumbered section or article) of the Bylaws of the Association, at which time the power and authority so vested in the Members of the Corporation shall terminate and the same shall be reinvested in the Pastor General.

Numbers and Qualifications

6.6 The authorized number of directors shall be not less than one (1) nor more than fifteen (15). 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. A quorum of the Board of Directors or of any committee for the purpose of conducting corporate business shall mean a majority of the directors or committee members holding the office of director or committee member at the time of the meeting.

Terms of Office

6.7 The person holding the office of Pastor General of the Association shall also hold the office of Pastor General of the Corporation. Joseph W. Tkach shall hold the office of Pastor General of the Corporation and Director and Chairman of the Board of Directors for life. Other members of the Board of Directors and other committee members shall serve until they resign or are removed.

Place of Meetings

6.8 All meetings of the Board of Directors may be held within or without the State and in such locations as the Corporate Governance shall designate.

Call and Notice of Meetings

6.9 Only the Pastor General shall be empowered to call meetings of the Board of Directors and of any committee. Notice of any such meetings may be given in any manner permitted by law, including, but not limited to, the following: Certified or registered first class mail to the director's or committee member's last known address, postmarked forty-eight (48) hours before the meeting, or upon four (4) hours advance notice, either in writing personally delivered, or by oral communication, to the director or committee member or an adult person residing in his household.

6.10 In the event that either of the conditions occur set forth in Sections 5.4 and 5.5 of Article V (or any corresponding renumbered section or article) of the Articles of the Association, then the call and notice of meetings of the Board of Directors will be as follows, until the designation of the successor to the office of Pastor General or upon his inability to govern being terminated, as provided in Sections 5.6 or 5.7 of Article V (or any corresponding renumbered section or article) of the Bylaws of the Association, at which time the power and authority to call and notice meetings shall be reinvested in the Pastor General:

6.10.1 Call of Meetings: Any three Members of the Board of Directors will be empowered to call a meeting of the Board of Directors.

6.10.2 Notice of Meetings: Notice of any such meetings may be given in any manner permitted by law, including, but not limited to, the following: Certified or registered first class mail to the director's last known address, postmarked seventy-two (72) hours before the meeting, or upon forty-eight (48) hours advance notice, either in writing personally delivered, or by oral communication, to the director or an adult person residing in his household.

6.10.3 A copy of such notice shall likewise be delivered to the then advisor to the Association's Advisory Council of Elders at his then current office address.

6.11 Nothing herein shall be construed to prohibit waiver of call and notice, meeting by telephone conference call or action without a meeting, which are otherwise provided by law.

ARTICLE VII-INDEMNIFICATION

7.1 The Corporation shall have the power to indemnify or make advance payments to the full extent permitted by law.

7.2 The Corporation shall have power to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Corporation, its affiliated or subordinate organizations, or their predecessors or successors against any liability asserted against or incurred by them in such capacity or arising out of their status as such whether or not the Corporation would have the power to indemnify them against such liability.

ARTICLE VIII

AMENDMENT TO BYLAWS

8.1 The Pastor General shall have the sole power and authority to adopt, amend or repeal these Bylaws. In the event that either of the conditions occur set forth in Section 5.4 and 5.5 of Article V (or any corresponding renumbered section or article) of the Articles of the Association, then the Members of the Corporation shall be authorized and empowered to adopt, amend or repeal these Bylaws only upon two-thirds of the Members of the Corporation affirmatively concurring to do so at a duly called and noticed meeting, or by unanimous written consent of said members without a meeting, provided the notice therefore or the consent sets forth the Bylaw to be amended or repealed and the Bylaw to be adopted.

Update: Congratulations to our 16,037th visit, from Surrey, British Columbia; and to all our Canadian visitors: from Vancouver to Chilliwack, Prince Albert, Winnipeg, Calgary, Toronto, McGill University, Montreal, Edmonton, Saskatoon, and Halifax, to name a few. Saa-Lute!!

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2 comments:

Purple Hymnal said...

"In fact, Tkach still directly sits on top of the Canadian Board."

I think you dropped an "h" there somewhere Stan. ;-)

Stan said...

I got a good laugh out of that one!

Ha Ha Ha!

That shouldn't be legal, should it?

WCG corporate bylaws aren't as boring after all.

Stan ;)