Dr. Roderick C. Meredith
July 27, 1998
In re: Governmental Structure within the Global Church of God
INTRODUCTION:
Subsequent to last Executive Committee's Meeting, I again researched the matter of Church government, as expressed in writing in our Bylaws and other documentation. This research shows, as set forth below, that:
The most recent amendments in Global's Bylaws only clarified what the Church had taught from its inception.
The Board had authority, from its inception, to appoint and remove officers and directors, or employ or fire employees.
The Council, at the time when it was established, was not only "advisory," but had broad and final powers on doctrinal and other issues.
The Board understood to have final authority to appoint Council Members.
CHRONOLOGICAL SURVEY:
I.
Receipt of Corporate Status on December 16, 1992
The Global Church of God received corporate status, by filing its Articles of Incorporation with the State of California, on or about December 16, 1992.
II.
Adoption of Global's First Bylaws on January 2, 1993
1.
On or about January 2, 1993, the Board of Directors of the Global Church of God (hereafter: "Church"), consisting of Roderick C. Meredith, Donald Davis, and Shyrel A. Meredith, adopted the first Bylaws. In the same meeting, the President, the Vice President and Chief Financial Officer, and the Secretary were "elected" by the Board.
It is important to note that the first set of Bylaws gave virtually all legal powers to the Board.
To briefly summarize, these Bylaws stated that "the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board" (Article VI, Section 1 (a)); that the Board is to "select and remove all officers, agents and employees...prescribe any powers and duties for them...and fix their compensation" (Article VI, Section 1. (b) (I)); that the Board, "by vote of the Board," will increase the number of directors from initially three to seven (Article VI, Section 2); that the Board will "elect a successor" for a resigning board member (Article VI, Section 3. (b)), although the Chairman shall "designate" a director to fill a vacancy (Article VI, Section 3 (c)); and that these bylaws may be amended by the Board of Directors (Article XII).
The Bylaws did clarify that Dr. Meredith shall serve as Chairman and CEO during his lifetime, unless he resigns or is unable to serve (Article VIII, Section 2), and that he cannot be removed, with or without cause, by the Board (Article VIII, Section 4). With Minutes, dated July 20, 1994, the Board later clarified that "inability to serve" can only occur in cases of "severe physical or mental disability - not for doctrinal or administrative policy."
The Bylaws also stated that the Chairman was to act pursuant to "powers and duties as may be from time-to-time assigned to him by the board..." and that "subject to such supervisory powers as may be given by the board..., the President shall, subject to the control of the board of directors, generally supervise, direct and control the business and the officers of the corporation." (Article VIII, Section 7 (a)(b)).
Finally, under Article XIII, "Objectives and Purposes," those Bylaws already addressed the intent to establish a Council of Elders. Said provision reads:
"We believe in and will practice the Biblical form of church government which is hierarchical. The work of the Church overall will be directed from one central Headquarters. A Council of Elders will be established as soon as practicable. This Council is to meet at least three times annually and is to give advice and counsel to the Presiding Evangelist of the Church on all issues concerning doctrine, Church organization, and all major plans and programs. A free and open, receptive atmosphere is intended, so the Church will move forward in its mission as led by Jesus Christ, the living Head of the Church, and under the immediate direction of the Presiding Evangelist, with full input from all members through the Council of Elders."
2.
Receipt of Tax Exempt Status
Based upon the Articles and the Bylaws, which were both filed with the IRS, the Church obtained tax-exempt status, with IRS letter, dated June 15, 1993. This status was reconfirmed with IRS letters, dated October 7, 1997, and June 2, 1998. The IRS specifically requested that all further amendments to those documents need to be filed with them, in order to make sure that we would still qualify for tax exemption. This shows, of course, that the tax exempt status is based upon our compliance with our Bylaws.
The most recent IRS letter specifically stated:
"Please advise us of any further changes in the character, purpose, method of operation...of your organization. Such notification is a requirement for retaining tax exempt status."
III.
Application of those Bylaws
Subsequent Minutes, signed by Norm Edwards, as Secretary, state that, although Dr. Meredith "moved to appoint" certain individuals as Directors or Officers, it was the Board which in fact appointed (Cp, e.g. Minutes, dated June 17, 1993).
The Minutes, dated March 15, 1994, even state that "Donald D. Davis moved that the Corporate Minutes from all previous meetings of the Board of Directors were approved with one correction: In point 5 of the June 17, 1993 Minutes, the word 'nominated' was substituted for the word 'appointed.'" This motion was seconded by Mr. Pope and approved unanimously by the Board.
This correction is telling: The June 17, 1993 Minutes had stated originally that "Roderick C. Meredith appointed J.Edwin Pope as Chief Financial Officer." The correction to "nominated" shows that the Board understood that it is the Board's authority, in accordance with the Bylaws, to appoint and remove Officers and Directors of the Board.
IV.
Global's Second Set of Bylaws, dated May 8, 1995
On or about May 8, 1995, the Board adopted unanimously a new set of Bylaws, which included the establishment of a Council of Elders. The Minutes state this: "By-Laws for...the Global Church of God...were rewritten by Mr. Carl McNair and Mr. Pope, with the help of Global's attorney, Mr. Adams. This was done to more clearly reflect the purpose of the Work and the way[this organization is] operating. The By-laws, as re-written, had been reviewed prior to the meeting by all members of the Board. After a general discussion of the By-laws, they were approved, unanimously, by the Board."
1.
Provisions dealing with the Board
These Bylaws did not change the substance of the provisions regarding the Board's authority and power pertaining to Directors and Officers. They did, however, make a few clarifications.
For instance, new Section 2 of new Article VIII states that there are currently "seven members of the Board"; that it is the "intent of the members of the Board that the number of directors may be eventually increased by the majority consensus of the Board"; and that Dr. Meredith shall serve as Presiding Evangelist, CEO and Chairman of the Board, "subject to Article V." New Article X, Section 2 states likewise that the CEO now can be removed, subject to Article V.
Article V states that such removal can occur if the Presiding Evangelist practices "illegal or criminal action or gross immoral behavior or spiritual departure from established doctrine of the Church," but only, if "90% of the full Council" demand a resignation.
In addition, it is now clarified in Article VIII, Section 3 (c) that the Chairman or any Board member "nominates" a director, but that the appointment occurs by 75 % approval of the full Board. It is unclear under those Bylaws (as it is still unclear under our present Bylaws), how a Director can be removed:
Under Article VIII, Section 3 (a), the Board can only remove for cause, as listed there; but under Section 3 (e), the Board can remove by 75 per cent (and it is not specified whether only for cause, or also without cause), while the Council can only remove "for cause", in accordance with Article V.
2.
Provisions dealing with the Council
The main purpose of those Bylaws was to set up a Council of Elders and to define its powers.
New Article IV, last paragraph, included, virtually verbatim, the Objectives and Purposes of the Council, as originally stated in our previous Bylaws, adopted January 2, 1993, and as quoted above in their entirety (under II.). From this one might argue that the Council was strictly "advisory." However, the new Bylaws included many other, additional provisions which show that the Council was not only advisory, but that it had broad powers and that it was, in conjunction with the Board, to serve as a body assuming the oversight of doctrinal and major administrative matters, pertaining to the overall goal and missions of the Work, thereby providing a means for checks and balances.
For example, Article V, Section 1 (a) established that the Council is "to meet at least three times annually to assess and guide the overall direction of the Work and all major projects of the Church."
Article V, Section 1 (b) stated that the Council has "final authority over all major or fundamental doctrinal issues."
As mentioned, Article V, Sections 1 (c) - (f) bestowed final powers and responsibilities on the Council regarding illegal, criminal or immoral conduct, or spiritual departure from established doctrine by Council Members, and regarding choosing a successor Presiding Evangelist.
Also, as mentioned, Article VIII, Section 3 (e) gave the Council the power to remove Directors of the Board, under certain circumstances.
Finally, Article VIII, Section 1 (b) (ii) and Article V, Section 2 state very clearly that the Board is to appoint those Council Members who are not automatically Council Members by virtue of them being ministerial Board Members.
V.
Application of those Bylaws
Subsequent Minutes show that the Board and Council understood their responsibilities of appointment. For example, the Minutes of the Board, dated January 29, 1996, signed by Mr. Pope as Secretary, state this:
"A special meeting of the Board of Directors was called for the purpose of considering additions to the Council of Elders. After opening the meeting with prayer and following a thorough discussion of potential candidates, it was decided, unanimously, that no additions to the Council would be made at this time."
The Minutes of the Board, dated June 28, 1996, signed by Mr. Pope as Secretary, adding Mr. Apartian to the Council, state this: "However, a motion was made to add Dibar Apartian to the Council, effective immediately. The motion was seconded and carried the full support of the board."
VI.
Global's Third Set of Bylaws, dated August 18, 1997
1.
In a Council Meeting, dated April 9, 1997, the Council, in recognizing that the Board has sole authority to amend the Bylaws, resolved that the Board should amend the Bylaws for certain clarifications (such as, that the Council is only responsible for actions which come to its attention; and that major doctrines are those stated in the Statement of Beliefs, soon to be published). Further, the Board was to appoint new Council Members for a two-year term.
2.
In a subsequent Board Meeting, dated April 14, 1997, the Board commissioned Mr. Link to draft a resolution, to amend the Bylaws, as discussed in said meeting, to be presented to the Board for its deliberation and approval.
3.
In a subsequent Board Meeting, dated August 18, 1997, the Board established an Executive Committee and "appointed" Dr. Meredith, Raymond McNair, Larry Salyer and Edwin Pope as Committee Members. The Board also re- appointed, as of that date, all present Council Members for two years. In addition, the Board appointed additional Council Members for a two-year-term, commencing that date. Finally, the Board amended, in that meeting, two provisions in the Bylaws, following the Council's mandate, as described above (clarifying, what "major" doctrines means, and that the Council is only responsible for actions, once they come to the Council's attention.)
4.
A subsequent document, including those changes within the Bylaws as of August 18, 1997, was signed by Mr. Pope on or about September 8, 1997.
5.
In a subsequent Council Meeting, dated August 19, 1997, the Minutes reflect that "Dr. Meredith informed the Council that the Board had re- appointed, on August 18, 1997, all Council Members for another term of two years. He further explained that the Board had also appointed [additional Council Members] for a two-year term."
VII.
Global's Fourth Set of Bylaws, dated February 26, 1998
1.
Council Meeting leading to Amendment
In a Council Meeting which was held on February 24 and 25, 1998, the Bylaws were discussed in great length. It is important to remember what our Minutes state, which are dated March 5, 1998, and which were signed after approval from all Headquarters Council Members and some Council Members from the field. I would like to quote relevant portions in full length, as follows:
"The Council spent a considerable length of time discussing the wording of certain provisions within the Church's current Bylaws, in light of the Church's teaching on Church government. The Council was informed, and a majority of the Council then felt, that there was a potential inconsistency between Article IV and Article V of the Bylaws, as currently worded, as to the authority of the Council and the Presiding Evangelist in certain matters.
"Most of the Council Members, who had been responsible for drafting the Bylaws, testified that, according to their understanding, it had been the intent to have a Council in place, in addition to the Board of Directors, in order to prevent abuse of power in the Organization.
" Mr. Raymond F. McNair and others read from the Church's booklet on government, which had been published in 1993 and, in a slightly edited form, in 1995. It was pointed out that this current booklet, entitled, 'When Should You Follow Church Government?', expresses on pages 11 to 17 the Church's understanding of Church government on doctrinal, as well as administrative, matters. Mr. Raymond F. McNair and others discussed the New Testament teaching on Church government, as set forth in the book of Acts, Galatians 2, Matthew 20: 25-28, and I Peter 5: 1 5. They then explained that the above-mentioned booklet sets forth the accurate biblical understanding that major decisions were never made by just one person (i.e., the Apostle Peter or the Apostle Paul), but through a consensus of all of the Apostles.
"It was also pointed out that the 'Global Church News' of March/April 1995 ran an editorial by Dr. Meredith, discussing the establishment of a Council, and summarizing its responsibilities. In said summary, Art. V of the Bylaws was quoted, purporting to give certain authority to the Council, but Art. IV of the Bylaws, purporting to give the same authority to the Presiding Evangelist, was NOT quoted in said article.
" It was explained to the Council by Mr. Link that a perceived conflict within a document should be eliminated by considering the original intent of the drafters, and how its intent was communicated to others. The Church's understanding on Church government, as communicated to the public in its literature, related the intent of most of the drafters of the Bylaws that the Council should have final authority in major doctrinal and administrative decisions.
"The Council then discussed how to change the wording in the Church's current Bylaws, so as to eliminate any perceived or real inconsistency, and to confirm the Church's understanding on Church government, as held and taught by the Church from its inception."
As a consequence, in said meeting, the Council unanimously recommended to the Board to change the Bylaws to the effect "that the Council has final authority in establishing the mission, goals and overall direction of the Church, including administrative matters," as the Council "recognizes a potential conflict in the Church's current Bylaws, as to the question of whether the Council or the Presiding Evangelist has final authority in certain administrative matters."
2.
Amendment through the Board
On February 26, 1998, the Board, by unanimous consent, amended the Bylaws pursuant to the Council's recommendation. New Article IV, last paragraph, was amended to omit the statement that the Church was to be moving forward "under the immediate direction of the Presiding Evangelist"; and new Article V, Section 1 (a) was amended to clarify that the Council has "final authority to establish the mission, goals and the overall direction of the Work and the Church, including administrative matters, except for the powers specifically given in the Bylaws to the Board and the Presiding Evangelist. It is intended that the Council also give advice and counsel to the Presiding Evangelist and the Board of the Church."
3.
Subsequent Representations to Ministry and Public
In a memo to the ministers, dated February 26, 1998, Mr. Salyer summarized this issue as follows:
"The Council clarified the roles and responsibilities of various Council Members. We also reaffirmed our commitment to operate on the principle of multitude of counsel with the Presiding Evangelist handling day to day operations."
In a subsequent memo to the ministry, Mr. Salyer wrote:
"Based on the unanimous recommendation of the Council, the Board of Directors met on Thursday, Feb. 26, to clarify certain wording in our by-laws to more clearly reflect our doctrinal teaching on church government as outlined in our Statement of Beliefs and in our literature; for example, in our booklet 'When Should You Follow Church Government.'"
The new set of Bylaws, including all the changes, was signed by Mr. Pope, dated March 16, 1998, and subsequently filed with the government.
A brief article by Mr. Salyer on "Government in the Global Church of God" was subsequently published in "The Journal" newspaper in Big Sandy. It said, in part:
"Our Bylaws, previously published in In Transition,left possible room for misunderstanding, due to the unclear wording of some provisions. These provisions were clarified by unanimous agreement of the Council and were subsequently rewritten by the Board of Directors, in accordance with the Council's instruction."
VIII.
Further Discussions of the Government Issue
1.
In a subsequent Meeting of the Council of Elders, held on May 18, 19, and 20, 1998, the government issue was further discussed. The Minutes, dated June 5, 1998, reflect the following:
"[Dr. Meredith] pointed out that we need a policy decision as to how the leadership of the Church should function in light of the recent clarifications in the Church's Bylaws and Mr. Raymond McNair's doctrinal study paper on the issue of Church Government in the New Testament.
"During a lengthy discussion, the Council unanimously upheld and confirmed the most recent clarifications in the Bylaws, including the fact that the Council and the Board make decisions, as set forth in the Bylaws, that those decisions are reached by open discussion until there is a consensus, and that an issue should not be tabled, after it has been discussed and decided by the Council/ and or the Board.
"The Presiding Evangelist, Chairman and/or President may, however, guide the discussions and lead in reaching the decisions to be made by the Council and/or the Board, and he should also lead in formulating the decisions, subject to review and consensus of the Council and/or the Board. Further, if it appears that a decision could only be reached with a very small majority, the Chairman should have the right to table the matter, in order to enable the Council and/or the Board to obtain further information, subject to a deadline of a week -or longer, as agreed to by the Council and/or the Board-after which he will lead the Council and/or the Board in obtaining a majority decision, as set forth in the Bylaws."
The Council also unanimously decided that Dr. Meredith and Mr. Raymond McNair write a letter to the Membership, to "clarify to the Church Members, how the leadership in the Global Church of God should and does function, pursuant ot the principles of Church Government, as revealed in the New Testament."
2.
Pursuant to Mr. Salyer's request, Mr. Adair informed the ministry about this meeting of the Council, as follows:
"Items on the agenda included practical application and confirmation of the Church's understanding that its hierarchical Church Government is not autocratic but follows the principles of Acts 15 as outlined in our Church Government booklet..."
3.
The letter to the membership was published, dated June 11, 1998, over Dr. Meredith's signature. It was approved by all Council Members prior to publication. Further, before it was sent out to the members, Mr. Salyer sent an advance copy to all the ministers, with a cover memo, dated June 12, 1998. In that cover memo, Mr. Salyer wrote, amongst others:
" [The letter] virtually reiterates what has always been in our government booklet, previously circulated to the majority of our members [I would like to add here that, according to a memo from Patrick Wayne, dated June 12, 1998, this booklet was mailed to "the vast majority of Global households"]... The officers and directors of the corporation are responsible to see that all its operations are conducted in compliance with the Articles of Incorporation and Bylaws. It is imperative, for legal and tax reasons, that the Church adheres to its foundational documents."
4.
In Dr. Meredith's Membership letter, dated June 11, 1998, the following is stated, inter alia:
"From the outset, brethren, we informed God's people in Global that the form of government we use would not involve rule by ONE MAN...[In the NT], it was a collective sort of leadership. The responsibility for directing the Church was NOT then invested in a SOLE individual on earth. The decision was clearly through 'multitude of counsel'...Peter...NEVER unilaterally decided ANY of those basic matters in the New Testament Church...
"In our recent Council meetings, we have clarified and reaffirmed that the Global Church of God will continue to be lead by a tried and tested group of Spirit-led men-the Council of Elders. In that spirit, the members of the Council acknowledge me as the Presiding Evangelist of the Global Church of God and have voluntarily chosen to work together with me within the parameters established by the Council and the Board, as set forth in the Bylaws. I, in turn, have committed myself to abide by the Bylaws of the Church and the resolutions of the Council...
"So you see, brethren, it is the Council of Elders and the Board of Directors that make all major decisions for the Church, with the Presiding Evangelist playing a leading role."
5.
In a subsequent Board Meeting, dated May 21, 1998, the Board decided to hire a new minister full-time, and the Board approved the organizational chart (The Board later rejected said chart and adopted a slightly modified chart, via unanimous written consent, dated June 18, 1998).
Also, the Executive Committee (as authorized by the Board) decided to hire, and to accept resignations from and give severance packages to, certain employees, with meetings, dated July 8 and July 27, 1998.
CONCLUSION:
We can see from the foregoing, that we have consistently stated in our corporate documents and towards the membership and public, how our Church should be governed. Our Minutes reflect that we have also practiced, what we preached. It should therefore be evident that any responses given to members who might have questions must be in harmony with our corporate policy and structure, as described herein.