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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WCG Pension Fund Insolvency?

The graph in question is not of the plummeting income or disappearing assets of the WCG. It is a graph of the declining stock price of Wachovia Bank. Wachovia Bank is the financial trustee for the WCG pension fund, and Wachovia Securities provides investment advice to the WCG. (WB Quote, Profile, Research).

Investors sued U.S. bank Wachovia Corp and its affiliates on Monday, charging them with causing losses through the incorrect valuation of a now-defunct bond fund's shares and making risky investments in the fund. The lawsuit is against Wachovia Bank, two of its affiliates and two group executives over bond fund losses. Not exactly stellar investment advice from a firm standing to profit from such investments.

The lawsuit charges in the suit filed in a federal court in Boston that the Bank and the other defendants "incorrectly" valued and sold the shares of Evergreen Ultra Short Opportunities Fund "at an artificially inflated price" between August 2007 and June 2008. Could some WCG pension assets be invested in this Wachovia promoted fund, sold by Wachovia to the WCG as a "prudent" investment? The WCG has invested money in bond offerings before. Tkach refuses to say how much he invested. While Wachovia Bank may get taken over by the FDIC, how much money has the WCG retirement fund made or lost on these so called "prudent" Wachovia Securities investments?

Early in May, Wachovia's then CEO and Chairman Ken Thompson was forced to give up his chairmanship after the bank released dismal numbers. The second shoe has now fallen. Wachovia's board yesterday gave Thompson the boot and forced Thompson to resign his CEO post as well:

... the board blamed him for losses that cost the lender more than half its market value in the past year. The stock fell as much as 4 percent.

Chairman Lanty Smith was appointed interim CEO, the Charlotte, North Carolina-based company said today in a statement that cited " a series of previously disclosed disappointments and setbacks'' for the change. Thompson quit at the board's request, the statement said.

Wachovia reported a record quarterly loss of $8.9 billion for the last quarter, and Wachovia’s stock has lost 65% of its value so far this year.

In response to these developments, Wachovia hopes to dispose of certain parts of its business. Last week, reports suggested that the bank might even be willing to part with Wachovia Securities. In addition, Wachovia hopes to pare expenses by $2 billion, has drastically cut its dividend and has announced plans to cut some 6,000 workers. The company also stated its intent not to fill approximately 4,400 positions that are currently open.

During the last month, Wachovia has experienced serious problems at its securities division. Wachovia Securities’ headquarters in St. Louis was raided by a task force of state regulators investigating the company’s auction rate securities practices. During that raid, at least 12 Wachovia Securities’ executives and employees were issued subpoenas to provide evidence to the task force. Is Wachovia Securities then a prudent place for the WCG to invest any assets?

Under pressure, banks have been fervently trying to separate the CEO from the board chairmanship positions to try to allay growing unhappiness by shareholders. Maybe the WCG should now do the something similar with the WCG governance structure- to alleviate some long-standing inherent conflicts of interest between the unincorporated WCG Association and the WCG corporation. Armstrong and Tkach Sr. should never have been permitted to engage in thievery in dishonest insider transactions; such as leasing posh jet planes from the church accountant, by taking millions of dollars stolen from third tithe fund donations given for the truly needy, and other such schemes. All while the books were supposedly thoroughly audited annually, backwards and forwards, up and down, with the WCG's patented "clean bill of health" for some phony donor reassurance. Even so, likewise the WCG today spends on a monthly basis tens of thousands of unreported dollar amounts flying Tkach Jr. first class and his inner circle of cronies on one WCG credit card or another to every conceivable annual board meeting and annual conference and special meeting and coffee klatsch for who knows what, literally around the world on the church's dime. Instead of Tkach Jr. running the whole show, as in the previous corruption, there should be a WCG corporation president primarily responsible for many of the financial aspects of running the church, who reports to an independent board Tkach Jr. has no direct influence over. This would help deter some of the financial hanky-panky coming from the office of the jet fuel engine tithe burning, yacht rental, limousine-loving, or all-expenses-paid fall festival luxury-cruising Pastor General, as has been the case in the WCG. It would help in today's era to keep Tkach's hands off the blank WCG checkbook, and keep the church honestly informed of WCG first class corporate travel, luxury hotel, car rental, meals, credit card and other major expenses, for which there is zero reporting or accountability to the congregations footing the bill today.

Underfunded, underperforming, bankrupt pension funds headed for or already in bankruptcy are a major problem in the U.S. to the tune of billions of dollars, partly due to a lack of proper oversight and deceptive use of creative accounting. Unlike the field ministry, no matter how much money the WCG Pension Committee loses, Tkach will get all of his money out of the WCG. The church is contractually obligated, no matter what happens in the stock market to pay and retire the Tkachs, costing the church members millions of dollars in salary and pastoral benefits.

Just how much money has the WCG made and lost investing through mismanaged Wachovia Bank? To know that, you'd have to know how many millions Tkach squirreled away in that particular WCG hole in the first place. Tkach isn't telling. And any losses or shortfalls will have to be made up ultimately by the hard-working church members. Members who may not have anything to fall back on due to decades of triple-tithing poverty, mortgaging their homes for the church, and making special offerings into various mysterious, now-defunct WCG church funds.

Tkach's Law: The Statutory Religious Bylaws of the WCG Church Association

BYLAWS OF THE CHURCH OF GOD (a/k/a WORLDWIDE CHURCH OF GOD) AN UNINCORPORATED ASSOCIATION

1.1 "Church" shall mean and include the Church of God, a/k/a Worldwide Church of God, an unincorporated association.

1.2 "Church Authority" (meaning Joe Tkach Jr.) shall mean and include the power and authority vested in the Pastor General and his duly authorized delegates, and in the event that either of the conditions occur set forth in sections 5.4 and 5.5 of Article V of the Articles of Association (or any corresponding renumbered section or article), then it shall mean and include the Advisory Council of Elders and their duly authorized delegates.

1.3 "Church Law" shall mean and include the Church's Articles of Association, bylaws, resolutions, and its ecclesiastical doctrines, Determinations, tenets, rules, customs and teachings, all as they are now in force or may hereafter be adopted, amended or repealed, with or without notice, by the Church Authority.

1.4 "Ecclesiastical Determination" shall mean and include a decision that requires spiritual discernment. Such decision shall be within the sole and subjective discretion of the Church Authority, shall be conclusive and final, subject to review by the Church Authority, and shall not require oral or written evidence as to its basis.

ARTICLE II -- OFFICES

2.1 The principal Office and other offices of the Church, for the transaction of its ecclesiastical and temporal activities, shall be designated by the Church Authority as they deem advisable according to circumstances.

ARTICLE III - MEMBERS

The Classes of Members

3.1 Associational Members. The Association as an entity shall have one class of members. The only members of the Association shall be the Pastor General and the Advisory Council of Elders as it shall from time to time be constituted.

3.2 Church Members. Distinct from the Association as a legal entity, Church Members shall be members of the spiritual body of Jesus Christ, as defined biblically in I Corinthians 12:12-28, Romans 8:9 and Ephesians 4:4-16. In accordance with the biblical example, Church Members shall have no voting rights. Neither shall they have any authority or power over or regarding the ecclesiastical or temporal affairs of the Church, except as authorized by the Church Authority. The privileges of each Church Member shall be determined by the Church Authority. All Church Members consent and agree to be under the Church Authority and to be bound and abide by the Church Laws.

3.3 Co-workers. Distinct from the Association as a legal entity, Co-workers shall be affiliated with the spiritual body of Jesus Christ as defined biblically in Matthew 6:21. In Accordance with the biblical example, Co-workers shall have no voting rights. Neither shall they have any authority or power over or regarding the ecclesiastical or temporal affairs of the Church. The privileges of each Co-worker shall be as determined by the Church Authority.

Qualifications of Members

3.4 Associational Members. Only the Pastor General and the duly appointed members of the Advisory Council of Elders shall constitute and qualify as Associational Members.

3.5 Church Members. According to the teaching of the Bible a person does not "join" the Church in the usual sense of the word. The qualifications for a person to become a Church Member in the spiritual body of Jesus Christ are a calling from God; true repentance; baptism and the laying on of hands under the authority of a duly authorized minister, and the receiving of God's Holy Spirit.

3.6 Co-workers. The qualifications for a person to become a Co-worker shall be by voluntary affiliation with the Church by financial and moral support.

Determination of Membership Status

3.7 The Church Authority shall be the sole source to make the Ecclesiastical Determination whether or not a person is an Associational Member, Church Member or a Co-worker, or other status in relationship to the Church.

Suspension, Disfellowshipping and Reinstatement

3.8 Membership as an Associational Member, Church Member or a Co-worker shall terminate automatically upon death, being disfellowshipped or upon written resignation.

3.9 The Church Authority shall be the sole source to make the Ecclesiastical Determination whether or not to suspend, disfellowship and reinstate an Associational Member, Church Member or a Co-worker.

3.10 Neither non-ministerial Church Members nor Co-workers, individually or collectively, shall have any authority to suspend, disfellowship or reinstate.

Grounds for Suspension, Disfellowshipping and Reinstatement

3.11 As the basis and reasons for suspending, disfellowshipping or reinstating are spiritual in nature, and in many cases may consist solely of subjective attitudes unaccompanied by even words or acts, and therefore ascertainable only by spiritual discernment, the determination to suspend, disfellowship, reinstate or refuse to reinstate, shall be an Ecclesiastical Determination.

3.12 Without limitation upon the generality of the foregoing, the Church Authority may suspend, disfellowship or refuse to reinstate for fomenting strife or division; for continuing in the breaking of any of the commandments of God; persisting in a spirit of opposition, competition, or dissension; disloyalty to the Church, its mission, work or any of its institutions; or for any other act or attitude deemed contrary to Scripture, or in any manner whatsoever detrimental or threatening to the spiritual unity of the congregation or the spiritual welfare and growth of any of its individual members or prospective members.

3.13 The Church Authority, or the person authorized by them, may "mark" a disfellowshipped Church Member when they determine it is to be necessary. Such determination shall be an Ecclesiastical Determination.

Procedure for Suspension, Disfellowshipping and Reinstatement

3.14 When the person authorized by Church Authority concludes that a Church Member should be suspended, disfellowshipped, reinstated, or not reinstated, he should so inform the Church Member. He may do so orally or in writing, as he, within his sole discretion may elect. He may inform the Church Member of the basic reason, or reasons, in general terms, but shall not be required to delineate any of the evidence or information upon which his decision is based. The authorized person shall delineate the evidence or information upon which his decision is based if the same is requested by the Church Authority.

3.15 The suspended or disfellowshipped Church Member, or Church Member who has been refused reinstatement, may appeal within 15 days from the date he is informed of being suspended, disfellowshipped, or his reinstatement refused. He may do so by submitting, in writing, his reasons as to why he feels he should not be suspended, disfellowshipped, or his reinstatement refused and forwarding the same to the Church Authority by registered or certified mail, return receipt requested. Should said suspended or disfellowshipped Church Member, or Church Member whose reinstatement has been refused, for any reason not so appeal, the authorized person's decision shall be deemed conclusive and final.

3.16 In the event of such appeal, the Church Authority, when time permits, shall designate a person or persons to establish any necessary rules and procedures and decide the appeal. Such decision shall be an Ecclesiastical Determination.

3.17 The decision of the authorized person shall be deemed correct and shall remain in full force and effect unless reversed on appeal.

Membership Records

3.18 The records of the Church regarding the status of any Associational Member, Church Member or Co-worker shall be conclusive and final as to such fact, subject to an Ecclesiastical Determination by the Church Authority that such records are true and correct.

Transferability

3.19 All memberships are non-transferable and non-assignable.

Property Rights

3.20 Associational Members, Church Members and Co-workers shall have no vested property right, title or interest, legal or equitable, in or to any Church assets, real, personal, intangible or mixed. An exception to the foregoing, is that Associational Members may receive and hold title to Church assets in a capacity as trustee for the benefit of the Church or its affiliated or subordinate organizations.

3.21 Any privilege or permission of a Church Member or Co-worker to enter upon or use the Church assets shall be revocable at any time, with or without cause or notice, and such privilege or permission shall be revoked and terminated automatically upon the death, suspension or disfellowshipping of such Church Member or Co-worker.

ARTICLE IV - CHURCH RECORDS

4.1 Church 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 Determination of the church Authority.

ARTICLE V - ADVISORY COUNCIL OF ELDERS

Numbers and Qualifications

5.1 The number of members of the Advisory Council of Elders shall vary, from time to time, as appointed or removed by the Pastor General. Each member of the Advisory Council of Elders must be a Church Member at the time of his appointment and shall remain such during his term in office.

Terms of Office

5.2 The Pastor General shall be Chairman and a member of the Advisory Council of Elders for life. Members of the Advisory Council of Elders shall serve until they are removed.

Appointment and Removal

5.3 The Pastor General shall be vested with the unilateral and sole power and authority to appoint and remove any single member from the Advisory Council of Elders, or the entire Advisory Council of Elders, at any time, with or without notice or cause. In order to prevent a fraud upon the Pastor General, the Advisory Council of Elders or the Church, the appointment or removal of any member of, or the entire Advisory Council of Elders must be (1) upon the unambiguous oral or written statement of the Pastor General, which statement, if oral, is made in the presence of at least two members of the Advisory Council of Elders, which two members subsequently reduce such event to writing and affirm to the same as having taken place, or (2) the Pastor General shall have made such appointment or removal during a meeting of the Advisory Council of Elders and such event is recorded in the Minutes of the meeting.

Place of Meetings

5.4 All meetings may be held within or without the State and in such locations as the Pastor General shall designate.

Call and Notice of Meetings

5.5 Only the Pastor General shall be empowered to call meetings. He may call a meeting at any time, upon oral communication, without advance notice.

Definitions applicable to Advisory Council of Elders

5.6 "Inability . . . to govern" as used herein and in Section 5.5 of the Articles of Association of the Church, shall mean:

5.6.1 The unambiguous oral or written statement by the Pastor General that he is subject to an "inability to govern," which statement is made in the presence of four members of the Advisory Council of Elders, which four members subsequently reduce such event to writing and affirm to the same as having taken place, or

5.6.2 A court of competent jurisdiction entering an order that it is necessary to appoint either a temporary or permanent conservator or guardian, of either the estate or person, or both, of the Pastor General, or

5.6.3 The total physical or mental incapacity of the Pastor General, or

5.6.4 A court of competent jurisdiction enters an order purporting to divest the Pastor General of governance over the Church or any of its affiliated or subordinate organizations, or

5.6.5 The total physical restraint of the Pastor General.

5.6.6 In addition to any one or more of the foregoing, it shall be necessary that the Advisory Council of Elders unanimously conclude that the Pastor General is, in their opinion, in fact subject to an inability to govern.

5.7 "Terminated" as used herein, and in Section 5.5 of the Articles of Association of the Church, without limitation shall mean:

5.7.1 In regard to any inability to govern as a result of Section 5.61 of the Bylaws, an unambiguous oral or written statement by the Pastor General that he is no longer subject to an inability to govern, which statement is made in the presence of three members of the Advisory Council of Elders, which three members subsequently reduce such an event to writing and affirm to the same as having taken place.

5.7.2 In regard to any inability to govern as a result of Section 5.6.2 of these Bylaws, a court of competent jurisdiction staying, vacating, reversing or otherwise dissolving the court order appointing either a temporary or permanent conservator, of either the estate or person, or both, of the Pastor General.

5.7.3 In regard to any inability to govern as the result of Section 5.6.3 of the Bylaws, the total physical or mental incapacity of the Pastor General ceasing to exist.

5.7.4 In regard to any inability to govern as a result of Section 5.6.4 of these Bylaws, a court of competent jurisdiction entering an order reversing, vacating or otherwise dissolving the order purporting to divest the Pastor General of governance over the Church or any of its affiliated or subordinate organizations.

5.7.5 In regard to any inability to govern as a result of Section 5.6.5 of these Bylaws, the physical restraint of the Pastor General to exist.

ARTICLE VI - MINISTERS

Nomination, Ordination and Appointment

6.1 The Pastor General shall be vested with the sole power and authority to approve candidates for the ministry. The Pastor General or any ordained minister of the Church authorized to do so by the Church Authority shall be empowered to ordain or appoint a person so approved for the ministry. Upon such ordination an ordination certificate, licensing such person to preach, may be issued. The ownership of said certificate shall remain in the Church.

Classes of Ministers

6.2 The two basic classes of ministers shall be "ordained" and "regular ministers of religion." There shall be different ranks within these classes as designated by the Church Authority.

Qualifications

6.3 To qualify as a minister of the Church, the minister must fulfill the biblical qualifications as determined by the Church Authority, and must be a Church Member and remain such during the term of his ministry.

Suspension and Removal

6.4 The Pastor General shall have the unilateral and sole power and authority to suspend or revoke an ordination or appointment, or to remove a minister from his office or from any particular rank, at any time, with or without cause or notice. Such a decision is an Ecclesiastical Determination.

6.5 In the event such ordination is revoked, the person whose ordination is revoked shall return his ordination certificate forthwith, and he shall no longer hold himself out as a minister of the Church.

ARTICLE VII - INDEMNIFICATION

7.1 Every person who serves as a director, officer, employee or agent of the Church, its affiliated or subordinate organizations, or their predecessors or successors, may in the discretion of the Church Authority be indemnified and held harmless by the Church from and against any damages that may be imposed on, or incurred by him, in connection with or resulting from any claim, action, suit or proceeding, either civil or criminal, in which he may become a party or otherwise involved because of his being or having been a director, officer, employee or agent of the Church, its affiliated or subordinate organizations, or their predecessors or successors, whether or not he has terminated said relationship when the damages were imposed or incurred.

7.2 The word "damages" shall include without limitation, all reasonable and necessary loss, cost, liability, expense and attorney's fees actually incurred or expended, in defense or settlement of said claim, action, suit, or proceeding, whether civil or criminal, whether only threatened or actually commenced, and all judgments, fines, or penalties levied or rendered against the indemnified person.

7.3 Such costs, expenses and attorney's fees may be advanced by the Church before final disposition of the claim, action, suit or proceeding upon such terms and conditions as the Church Authority shall deem just. Any right of indemnification under this Article shall not affect any other rights to which the indemnified person may otherwise be entitled by law, insurance or contract.

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

Enacted June 30, 1981 (Herbert W. Armstrong)

Revised and Executed this 21^st day of February, by Joseph W Tkach

Joseph W. Tkach, Pastor

General and Member of

Advisory Council of Elders

We, the undersigned members of the Advisory Council of Elders, hereby state that we have read the foregoing bylaws which were adopted and ratified by us, and agree to be bound by the same.

Richard Ames Richard Ames, member of Advisory Council of Elders	Dibar K. Apartian Dibar K. Apartian, member of Advisory Council of Elders
Dean Blackwell Dean Blackwell, member of Advisory Council of Elders	Herman L. Hoeh Herman L. Hoeh, member of Advisory Council of Elders
Harold Jackson Harold Jackson, member of Advisory Council of Elders	Ellis E. La Ravia Ellis E. La Ravia, member of Advisory Council of Elders
Raymond F. McNair Raymond F. McNair, member of Advisory Council of Elders	Roderick C. Meredith Roderick C. Meredith, member of Advisory Council of Elders
Leroy Neff Leroy Neff, member of Advisory Council of Elders	Richard Rice Richard Rice, member of Advisory Council of Elders
Norman Smith Norman Smith, member of Advisory Council of Elders	Leon Walker Leon Walker, member of Advisory Council of Elders

Every WCG church member should read, possess and have a current copy of their denomination's constituent documents and know exactly what kind of religious "club" they belong to. They owe it to themselves to "blow the dust off" the WCG's Church Law, to see if they believe and agree with it. If they dare question the "Church Authority" himself and ask for one more recent than the above twenty-two year old reproduction. These constitute the most basic WCG church documents determining who has what power for how long, how badly the WCG is run, who gets to make what decisions, how your money is wasted, and when the wasted money spent is reported how and to whom, and with what level of detail, if any, back to the people who donated it.

Unfortunately, the only core WCG documents obtained so far include the business corporation documents related to the mercifully short 1946 California religious corporation Armstrong founded (a Radio Church corporation front to transact the business, banking and money matters of his church), some additional 1948 changes (including some specifics on Ambassador College, to be seperately incorported later) to the Radio Church corporation, then corporate name change from Radio to Worldwide. Documents around November 1977 show substantial changes to the now WCG corporation articles. Additional very important, substantial changes in the corporation articles and bylaws were made by Tkach Sr. in June, 1987. Also, the religious bylaws simultaneously governing the unincorporated WCG Church Association have been leaked, as reproduced above. The latest copy extant is the leaked revised version signed by Tkach Sr. into WCG Church Association law above on Feb 21, 1986.


Note what the Church Association bylaws repeatedly define as the "Church Authority" on various matters. "Church Authority" in the WCG is in the possession of the the Pastor General. The appointed church board has supposed to have excercised sound fiduciary and oversight responsibilites to counterbalance the unchecked power of the Pastor General, but so far has been more of a replaceable joke. Among the PG's unchecked powers are to change WCG doctrines with or without notice, and have the sole and unquestioned Church Authority to dismiss, mark and disfellowship any and all members of the Board of Elders, or for that matter, any minister, employee of the church, or church member.

What about all of the regular or "lay" WCG members in various countries worldwide?

The church bylaws above state ordinary WCG members shall have NO vested property rights, title or interest, legal or equitable, in or to ANY Church assets, real, personal, intangible or mixed. Members can for "subjective attitudes unaccompanied by even words or acts" be marked and disfellowshipped. And it claims that in accordance with some "biblical example", Church Members worldwide shall have NO denominational voting rights about anything - even the finances or financial reporting schemes.

Also, note who are the Church Association members. Church members are held legally apart in WCG Church law from Church Association members:

3.1 Associational Members. The Association as an entity shall have one class of members. The only members of the Association shall be the Pastor General and the Advisory Council of Elders as it shall from time to time be constituted.

The Pastor General has the sole authority to determine who are WCG Church Association members. With their church membership at the control of the of the Pastor General, how can members possibly exercise their fiduciary oversight and voting responsibilities, should they beg to differ with the Pastor General? The undue influence of the Pastor General over the board can be overwhelming.

To illustrate the power of the unincorporated Church Association, even though a church member, Ambassador grad and ordained minister of the WCG at one time, Dennis Diehl was never a member of the WCG Church Association, just as vast majority of his fellow ministers (perhaps 99%) were never members of the WCG Church Association. That power is reserved exclusively only for Tkach Jr. and the few men he selects to serve him as the members of his WCG unincorporated Church Association Advisory Board of Elders. The Pastor General's WCG unincorporated Church Association and the Articles and Bylaws of that Association are used as the legal control mechanism for the Church in other countries. That is how Tkach controls the ministry, money, membership, and WCG corporate boards in other countries, such as this action in Canada. While the considered action of the Canadian board seemed entirely voluntary to suddenly and completely shred the entire Canadian WCG Policy Governance Manual with the Carver model, and immediately change over to the Tkach denominational model, the hidden legalities of the WCG Church Association tell us it wasn't truly voluntary.

While the above WCG Church Association bylaws cover certain contingencies when a Pastor General has an inability to govern under various specific situations that may occur, these bylaws don't specifically explain the alleged power of the Pastor General to personally select and name his own successor(s) while in office, as HWA and Tkach Sr. did. Worldwiders will have to hold their breath and wait until Tkach hands out the unincorporated Articles of his WCG Church Association, to find out how that works.

Tkach Axes Canadian Church Governance - "Inability to Govern" Worldwide?

The WCG Canadian Board, at the WCG Canada Annual Board meeting in Montreal June 1st, 2008, voted unanimously to cave in and repeal-completely abolish! -the entire Canadian WCG Policy Governance Manual, at the directive of the Pastor General. By what secret written authority, or power claimed by a reform school Pastor General, does Tkach do this?

The Canadian board had formally adopted the board policy governance model advanced by John Carver, only four years ago - in 2004, trumpeting the Canadian board policy as a desired change for a reformed Canadian WCG.

The Canadian board discussion and vote to rescind the Carver policy of governance came from procedures and directives ordered by the "parent" of the Canadian WCG, known as the "Worldwide Church of God USA ("the Denomination")". Because the WCG has not published its organizational constituent documents in years, it is not specifically known if the "parent" of the Canadian WCG refers to the California religious corporation founded by Herbert W. Armstrong in 1948, or the parent umbrella, unincorporated, international church Association, specifically created by Armstrong in the WCG church bylaws, for which Joseph Tkach Jr. claims to rightfully be the lifetime religious Pastor General.

The Canadian board was also informed by the Tkach "Denomination" that the denomination is requesting all of its churches worldwide, including the Canadian WCG, to immediately conform their current management and administrative systems to the new Glendora standard.

After discussion and some questions mulled over on the Carver governance issue, the Canadian board did their oversight duty as expected. The board found sufficient grounds to rescind their Carver model of governance, finding instead the new Tkach governance model to be in the best interests of the Canadian church and local churches and members. The Canadian "Board decided unanimously to rescind each and every provision of the Worldwide Church of God Canada Policy Governance Manual."

Why the change? As reported here earlier, Tkach may be worried about his locally chartered churches leaving the WCG fold, losing control of denominational assets internationally, or other perceived problems looming on the horizon. Tkach, just as his predecessor Armstrong did, makes the questionable, but highly comforting personal assertion, the WCG is supposed to be very hierarchically organized- indeed, exceedingly hierarchically organized. The Pastor General is at the top of the Church Association, makes all of the laws, and- is above the law!

With himself as Pastor General at the controls of the unincorporated WCG church association's board of elders, the bottom line is he personally appoints, at his sole discretion, all those whose votes he actually controls. Maybe that's why there is no prominent WCG webpage- covering the Board of Elders of the WCG Association, their supposed powers or legal oversight responsiblities as defined in WCG church articles and bylaws, or even their qualifications for the job (other than being a Tkach crony). And the only ballots that truly count in the WCG "denomination" are the votes taken by the Board of Elders of the Church Association. Only the Board of Elders, under the voting control of the Pastor General, have the authority to ultimately decide denominational governance matters. The recent move to eliminate the Carter model of policy governance internationally may be a move to solidify and buttress his legal position, if the WCG breaks up into further pieces. Or, it could mean a major change is in the offing for the constitutent documents which control the way the denomination is to be run- namely, the WCG unincorporated church association's articles and bylaws. Supposed upcoming changes to be made are noted in the present WCG Policy and Procedure manual.

The present WCG unincorporated church association bylaws below were voted and signed into WCG Church Law on Feb 21, 1986 (which is the most recent copy obtainable) by Joseph W. Tkach Sr. They were first enacted into WCG Church Law by predecessor "get the Church back on track" Herbert W. Armstrong, through his "dummy" oversight Board of Elders on June 30, 1981.

The unincorporated church association bylaws give important legal definitions to the following terms within the WCG church association (my comments or emphasis are in red, WCG church bylaws text default in black):

BYLAWS OF THE CHURCH OF GOD (a/k/a WORLDWIDE CHURCH OF GOD) AN UNINCORPORATED ASSOCIATION

1.1 "Church" shall mean and include the Church of God, a/k/a Worldwide Church of God, an unincorporated association. (Note here the term "Church" is defined as referring to the Worldwide Church of God, which Church is specifically defined here to include an unincorporated association. Churches may choose to organize themselves as associations; and may or may not prefer to incorporate the church association in question. Lack of incorporation of his church association provided Armstrong greater secrecy and less possibility of governmental intrusion. Even though unincorporated at the highest level, church associations may choose to govern themselves with sets of formal, written articles and bylaws. Church associations may also form affiliated religious corporations with which to conduct business (as was the case of the WCG California incorporation in 1948), or to form religious schools and colleges.)

1.2 "Church Authority" (meaning Tkach) shall mean and include the power and authority vested in the Pastor General and his duly authorized delegates, and in the event that either of the conditions occur set forth in §5.4 and §5.5 of Article V of the Articles of Association (Note reproduced here are the Bylaws (and not Articles) of the Unincorporated WCG Church Association; to my knowledge, the written general Articles governing the unincorporated WCG Church association have never been made public. For example, sections "5.4 and 5.5 of Article V" refer to the most basic WCG church organization unincorporated Articles of Association, which Tkach holds as his secret) (or any corresponding renumbered section or article), then it shall mean and include the Advisory Council of Elders and their duly authorized delegates.

1.3 "Church Law" shall mean and include the Church's Articles of Association, bylaws, (once again the Church's Articles of Association and bylaws are referred to separately here) resolutions, and its ecclesiastical doctrines, Determinations, tenets, rules, customs and teachings, all as they are now in force or may hereafter be adopted, amended or repealed, with or without notice, by the Church Authority. (Church Authority, defined as primarily meaning Tkach - ed.)

1.4 "Ecclesiastical Determination" shall mean and include a decision that requires spiritual discernment. Such decision shall be within the sole and subjective discretion of the Church Authority (meaning Tkach alone has the sole and subjective discretion to make these decisions), shall be conclusive and final, subject to review by the Church Authority(Tkach), and shall not require oral or written evidence as to its basis.

ARTICLE II -- Offices

2.1 The principal Office and other offices of the Church, for the transaction of its ecclesiastical and temporal activities, shall be designated by the Church Authority as they deem advisable according to circumstances.

ARTICLE III - Members

The Classes of Members

3.1 Associational Members. The Association as an entity shall have one class of members. The only members of the Association shall be the Pastor General and the Advisory Council of Elders as it shall from time to time be constituted. (And only Tkach, the Church Authority, has the power to appoint and summarily dismiss Elders of the unincorporated Association for any cause and without a hearing, and only they collectively have the power to make decisions to govern the entire denomination.)

In the interests of determining exactly what section 1.2 above refers to when it mentions specificially "§5.4 and §5.5 of Article V of the Articles of Association", numerically §5.4 and §5.5 of these Bylaws of the Association simply define the place, call, and proper notice for Board of Elders meetings. The subject matter does NOT have to do with the stated conditions in the above bylaw §1.2 on "Church Authority". The WCG church association Bylaws further refer to a specific, §5.5 of the Articles of Association of the Church (see below). This means § 5.4 and 5.5 cannot possibly refer to the WCG California corporate bylaws, which the WCG was already infamously forced to publish in the Worldwide News. Nor could it possibly be referring to church association Bylaw §5.5, which merely defines the call and proper notice requirements for a meeting of the WCG Board of Elders. Sections 5.4 and 5.5 therefore must refer to provisions found in a separate document detailing the WCG unincorporated Articles of Association. For instance, it refers over to the WCG Articles of Association in another church bylaws section besides § 1.2 (as follows in bylaw §5.6) :

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5.6 "Inability . . . to govern" as used herein and in § 5.5 of the Articles of Association of the Church (another specific reference here over to Articles of Association of the Church - so what does Tkach's complete Church Association law §5.5 provide for, in this incapacitating instance?), shall mean:

5.6.1 The unambiguous oral or written statement by the Pastor General that he is subject to an "inability to govern," which statement is made in the presence of four members of the Advisory Council of Elders, which four members subsequently reduce such event to writing and affirm to the same as having taken place,"
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Based on the foregoing excerpts, the conclusion must be the WCG has certain longstanding Articles of Association of the Church, which Tkach has yet to publish to his worldwide denomination, the terms of which cover many legalities- including Tkach's present term of office as Pastor General, and power relations within the entire multi-national WCG church association. The as yet unseen, and publicly unincorporated, WCG Articles of Association would also deal with such matters as the Canadian Church having, or not having, the right to independently adopt the Carter model of governance. They include still unknown, cultic provisions which deal with all possible future conditions involving the probable inability of the Pastor General to govern the WCG, and the rules which govern precisely how his eventual successor is to be selected by the WCG. This probable inability to govern the WCG becomes higher and the secret selection mechanism for his successor becomes all the more important, as Tkach ages towards his upcoming retirement. Time is running out for both Tkach and Feazell to reform the church association bylaws, if they intend to do so as current church employees.

Since Tkach called for a review and reform study of the church law in the Worldwide News in 1997, isn't it by now time for Tkach to make known at least the secret, cultic, legalistic WCG Articles of Association governing his entire cult? Just how long does it take to complete a thorough review with reform recommendations of the secretly held WCG constituent legal documents? Or to quote WCG bylaw § 5.6, does Tkach have a certain "inability . . . to govern" with credibility, frankness, or moral integrity?