Date: 13 Apr 2000 08:24:23 -0000
From: Anonymous-Remailer@See.Comment.Header (Legal Archives)
Subject: CST Legal Papers 03 Bylaws
1. These are the Bylaws of the CORPORATION known as "Church of
Spiritual Technology" (CST). These had never been seen publically
before 1999, when they were posted anonymously to the internet.
2. As clearly delineated in these Bylaws, CST is NOT a church, it is a
CORPORATION. This eliminates and and all separation of church and
state issues as specified by the Constitution. Since CST is NOT a
church, the separation clause does not apply. The fact that CST is a
CORPORATION and NOT a church was affirmed in U.S. Claims Court
No. 581-88T, Judge Bruggink:
"CST is not a church...CST represents that it
is a religious corporation organized to
accomplish the activities of a church. Despite
its name, CST is not itself a church... ."
3. CST does business under the fictitious business name "L. Ron
Hubbard Library." It is not a library. It owns all copyrights to all
of L. Ron Hubbard's works, which it does not lend, but licenses and
sells to its material benefit. It also owns the FOR-PROFIT CORPORATION
known as "Author's Services, Inc." which is able to manage and promote
those copyrighted works for profit. (See "CST Legal Papers 08 IRS
Closing Agreement Excerpt")
4. These facts alone indicate that CST's very name AND its d.b.a. name
were both chosen as "an intentional perversion of the truth for the
purpose of inducing another in reliance upon it to part with some
valuable thing belonging to him or to surrender a legal right." The
names under which CST operate also constitute "a false representation
of a matter of fact, whether by words or by conduct...or by
concealment of that which should have been disclosed." These are
definitions for "fraud." The names, on their face, are intended to
5. These Bylaws claim that CST "shall accomplish its purposes through
and by means of the operations and activities of a church known as the
'Church of Spiritual Technology,'" but that, also, is a fraud. No such
"church" exists. There is no physical location for any such "church."
The deceitful device of claiming the existence of such a non-existent
"church," while giving it the exact identical name as the CORPORATION,
is another transparent and intentional false representation and fraud.
6. The "Special Directors" referred to in the Bylaws are all
non-Scientologists. They are given veto power over any and all acts of
the directors and officers of CST. (See ARTICLE VII, "Section 4.
Appointment. Tenure, Resignation and Succession of Special Directors."
NOTE: Whether intentional or accidental, here is a second "Section 4"
in ARTICLE VII; the Section on the Special Directors should have been
named "Section 3.")
Here are the Bylaws:
CHURCH OF SPIRITUAL TECHNOLOGY
(A Nonprofit Religious Corporation formed and operated pursuant to the
laws of the State of California)
The CHURCH OF SPIRITUAL TECHNOLOGY (hereinafter referred to as "the
corporation"), an association of persons having incorporated
exclusively for religious purposes under the laws of the State of
California as the same relate to Nonprofit Religious Corporations,
does by these Bylaws prescribe the manner in which and the officers
and agents by whom such purposes shall be accomplished.
The corporation shall accomplish its purposes through and by means of
the operations and activities of a church known as the "Church of
Spiritual Technology" and hereinafter referred to as "the Church".
The Church is organized exclusively for the purposes of the religion
of Scientology, as hereinafter set forth. In pursuing its purposes the
Church shall adhere to the goals, tenets, doctrines, codes, Creed,
policies and practices set forth in the Scriptures (as hereinafter
[NOTE: The next paragraph, while cleverly inserted into ARTICLE I,
entitled "The Church," actually goes back to talking about the
CORPORATION known as "Church of Spiritual Technology," and specifies
that the non-existent "church" and the "Scriptures" will be
"subject...AT ALL TIMES AND IN EVERY RESPECT to...the provisions of
the Articles and these Bylaws." (emphasis added)]
The Trustees, Directors, Officers and agents of the corporation shall
be bound by and shall observe the foregoing to the end that the
operations and activities of this corporation shall support and
maintain the Church as a church of Scientology in compliance with the
Scriptures (as hereinafter defined); subject, however, at all times
and in every respect to the paramount requirement of observance of and
compliance with all applicable laws, and the provisions of the
Articles and of these Bylaws.
Definition of Terms
As they are used in these Bylaws:
a. "Articles" shall mean the Articles of Incorporation of this
corporation filed on _______________, 19____, as may be amended from
time to time.
b. "Bylaws" shall mean the code of rules prescribed herein, which are
subordinate in authority to the corporation's Articles and which are
to be used, adopted and recognized for the regulation and management
of the affairs of the corporation;
c. "Religion of Scientology" and "Scientology" shall mean the
religious doctrines, beliefs, tenets, practices, applied religious
Philosophy and technology for application as developed by L. Ron
Hubbard and as the same may hereafter be developed by L. Ron Hubbard.
d. "Scriptures" shall mean the writings and recorded spoken words of
L. Ron Hubbard with respect to Scientology and organizations formed
for the purposes thereof.
e. "Church of Scientology" shall mean both those organizations and
that group of organizations throughout the world which have as their
primary and exclusive purpose the propagation, espousal and practice
of the doctrines, beliefs, tenets, practices, applied religious
philosophy and technology of the religion of Scientology, as the same
has been developed and may be developed by L. Ron Hubbard, and to the
accomplishment of its goals.
f. "Religion of Scientology" and "Church of Scientology" shall not
necessarily be co-terminal. That is to say, the terms "religion of
Scientology" and "Church of Scientology" shall be co-terminal only so
long as churches of Scientology continue, in the opinion of L. Ron
Hubbard during his lifetime, and in the opinion of all of the
Directors and Trustees following the death of L. Ron Hubbard, to
espouse, propagate and practice the religion of Scientology.
g. "Operating Rules" or "Operating Policy" shall mean that code of
rules, which shall always be subordinate in authority to these Bylaws,
to the Corporation's Articles, and to the laws of the State of
California governing nonprofit corporations, which may hereafter be
prescribed and recognized by the Trustees for the further regulation
and management of the affairs of the Corporation.
h. "Notice" shall mean written notice actually received by the
prescribed recipient not less than three (3) days prior to the event
of which notice is given, written notice actually delivered to the
prescribed recipient not less than three (3) days prior to the event
of which notice is given, or written notice mailed to the prescribed
recipient of the notice, by first class mail, not less than five (5)
days prior to the event of which notice is given.
i. "Mailed" shall mean deposited in the United States mail, postage
prepaid, addressed according to the records of the corporation.
j. Unless the context in which they are used clearly requires
otherwise, terms denoting number shall include both the singular and
the plural, and terms denoting gender shall include all of the
masculine, the feminine, and the neuter.
The corporation shall espouse, present, propagate, practice, ensure
and maintain the purity and integrity of, the religion of Scientology,
as the same has been developed and may be further developed by L.
Ron-Hubbard to the end that any person desiring participation, or
participating, in Scientology may derive the greatest possible good of
increased awareness as an immortal spirit.
It is the belief of the Church that Scientology is the organization of
the fundamentals of existence into axioms and workable technologies in
the tradition of the exact sciences for resolving problems of life and
thought and for the freedom of the human spirit. That he who asks a
question is closest to the answer, that every question contains its
own answer, and further that every problem contains its own solution,
and that the technologies of Scientology are of such a nature that a
person with a question or a problem may be spiritually assisted or
guided to the end that the person is able to answer his own questions
and resolve his own problems. "Scientology Technology" is a body of
truths and methods of application, developed by L. Ron Hubbard from
his observations and research, which when correctly applied can reveal
the soul of man, extend his knowledge of the infinite Being to him,
and make known what is knowable about God.
The Church shall have the authority to manage, use and make available
for use by other Churches of Scientology, the vast body of Scientology
Technology that forms the foundation of the religion of Scientology.
In so managing and using this body of truths and methods of
application, the Church shall have as its purpose the responsibility
of keeping Scientology working (i.e., getting the correct technology
Believing that man's best evidence of God is the God he finds within
himself, and trusting with enduring faith that the Author of the
Universe intended life to thrive within it, the corporation is founded
with the following general goals:
a. Establishment of a religious body and entity to promote, protect,
administer and encourage the religion of Scientology and its goals;
b. Foundation, construction and use of a church, establishments,
tutorial schools, retreats, parsonages, centers of training and other
centers, for the teaching, dissemination and administration of the
religion of Scientology, which aspires to the religious and ethical
guidance and improvement of the individual character, and also to
better and clarify the human spirit;
c. Assistance in the foundation of Churches of Scientology and other
organizations devoted to the religion of Scientology.
d. Publication and distribution of religious literature and other
sectarian aids in order to propagate and disseminate Scientology; and
e. Establishment of religious cultural centers.
f. Minister to the spiritual needs of the parishoners and congregants
of the Church through the conduct of services, both group and
g. Establishment of a scholarship fund to provide assistance to those
seeking advancement on the Scientology Bridge.
h. Establishment and maintenance of a museum devoted to the religion
i. Construction and maintenance of an imperishable structure, capable
of withstanding the ravages of nuclear warfare to house the essence of
Scientology for the benefit of future generations.
j. Establishment and maintenance of a library devoted to the religion
The Church subscribes, and its object is and purposes are that all of
Mankind may subscribe to and practice the following Creed:
WE OF THE CHURCH BELIEVE:
That all Men Of whatever race, Color or creed were created with equal
That all men have inalienable rights to their own religious practices
and their performance.
That all men have inalienable rights to their own lives.
That all men have inalienable rights to their sanity.
That all men have inalienable rights to their own defense.
That all men have inalienable rights to conceive, choose, assist and
support their own organizations, churches and governments.
That all men have inalienable rights to think freely, to talk freely,
to write freely their own opinions and to counter or utter or write
upon the opinions of others.
That all men have inalienable rights to the creation of their own
That the souls of men have the rights of men.
That the study of the mind and the healing of mentally caused ills
should not be alienated from religion or condoned in nonreligious
And that no agency less than God has the power to suspend or set aside
these rights, overtly or covertly.
AND WE OF THE CHURCH BELIEVE:
That man is basically good.
That he is seeking to survive.
That his survival depends upon himself and upon his fellows, and his
attainment of brotherhood with the Universe.
AND WE OF THE CHURCH BELIEVE THAT THE LAWS OF GOD FORBID MAN:
To destroy his own kind
To destroy the sanity of another
To destroy or enslave another's soul
To destroy or reduce the survival of one's companions or one's group.
AND WE OF THE CHURCH BELIEVE:
That the spirit can be saved and
That the spirit alone may save or heal the body.
Section 1. Classification. The corporation shall have no members. It
shall instead have parishioners who shall not be entitled to vote.
Section 2. Purpose of Affiliation. The Church believes that a person
participating in the spiritual exercises of the Church may profit to
such an extent that the person may become aware of his spiritual
nature, capable of self determination, self discipline and a
realization of his creative abilities; thus ordinary problems of life
should be easily resolved or be of little or no concern. Therefore,
such a person would be better able to contribute to the welfare of his
fellow man, Society and the Nation.
Such a state of Beingness of Mankind is the goal of the Church.
The Church further believes that man's attainment of advanced levels
of spiritual awareness frees the spirit from the mind and body giving
the spirit immortality. This in turn will increase life and livingness
while diminishing the influence of death or deathlike factors which
act as stops and distractions to life.
During the term of affiliation with the Church, the parishioners shall
agree to abide by the Creed, the Auditor's Code and the Scientology
Code of Honor.
Section 1. Purpose. The primary purpose of the Board of Trustees shall
be to elect General Directors of the corporation. In furtherance of
this purpose the Trustees may remove a General Director who fails to
meet the qualification of such a Director or who conducts himself in a
manner which is contrary to the provisions of Articles I through IV of
these Bylaws and the survival of Scientology. In addition, the
Trustees shall have the power to change the number of Trustees, as
provided in Section 2 below.
Section 2. Number of Trustees. The authorized number of Trustees shall
be three (3) until changed by a bylaw amending this Section 2 duly
adopted by the unanimous vote of the Trustees; provided however that
the Trustees shall not have the power to reduce the number of Trustees
below three (3) or increase the number above seven (7). One Trustee
shall be elected as Chairman and shall preside over all meetings of
Section 3. Qualifications. In order to serve as Trustees of the
corporation whether as initial Trustees or successor Trustees, and in
order to continue to serve as a Trustee of the corporation, Trustees
shall be persons who possess and continue to possess, the following
qualities and attributes. That is to say, a person may serve and
continue to serve, as Trustee of the corporation only so long as he is
Qualifications Prior to Appointment:
a. A person who has a good uninterrupted track record of at least
eight (8) years as an ethical and loyal Scientologist;
b. A person who has experienced excellent case gain and has attained
the case level of OT III or above;
c. A person who is well versed in the technology of Dianetics and
Scientology and has applied this technology to help others, with
d. A person who is well versed in the administrative policy or
organizations affiliated with the religion of Scientology and has a
track record of demonstrated success in the utilization and
application of such policy;
e. A person who is an ordained Scientology minister, in good standing
pursuant to those principles set forth in the Scriptures;
f. A person who is a good student; that is to say, a person who is
able accurately and speedily to duplicate and apply that which has
been studied with a minimum of correction necessary; and
g. A person who is well versed in the Scientology Ethics and Justice
Qualities to Be Attained Within Ten (10) Years Followinq Appointment
as a Trustee:
In addition to the foregoing qualifications, each person who is
appointed to serve as a Trustee of the Church must attain the
following qualities within ten (10) years after appointment as a
a. The person must have attained NOTS case completion or be on Solo
b. The person must have become a Permanent Class 8 Auditor;
c. The person must have successfully completed the Organization
Executive Course and the Flag Executive Briefing Course; and
d. The person must have attained the status of a Data Series
Moreover, during the ten-year period following each person's
appointment as a Trustee of the Church, that person's continued
qualification to serve as a Trustee of the Church shall at all times
be dependent upon such person's demonstrating steady and satisfactory
progress toward attainment of the foregoing four qualifications within
the ten-year period. More specifically, each such person must spend an
average of at least 12-1/2 hours of study/auditing per week toward the
attainment of those qualifications.
Continued Study as a Qualification for Continued Service as a Trustee:
In addition to each of the foregoing requirements, and notwithstanding
each Trustee's having attained all of the qualifications enumerated
above, each Trustee's continued service as a Trustee shall be
dependent upon such Trustee's continued study and/or auditing or the
receipt of auditing for an average of not less than 12-1/2 hours per
week. For example, if a Trustee should be away from his post for two
weeks, he would be required to make up the 25 hours of time lost by
increasing the number of study/auditing hours during the balance of
the six-month period. The initial six-month period will be calculated
from date of appointment. Thereafter such periods shall be based upon
the semianniversary or anniversary of appointment. Failure to satisfy
the minimum study/auditing requirements during a six-month period,
without a reason which is acceptable to the remainder of the Trustees,
will subject any Trustee to review by the entire Board of Trustees and
possible removal in the discretion of the remainder of the Trustees.
Section 4. Election. The initial Trustees of the corporation shall be
elected at the meeting next following the meeting of the Boards of
Directors (as hereinafter defined) adopting these Bylaws. The Trustees
shall have lifetime tenure, subject, however, to termination as
provided in Section 7.
Section. 5. Vacancies. A vacancy on the Board of Trustees shall be
deemed to exist in case of the death, resignation or termination of
any Trustee as provided in Section 7.
a. Vacancies on the Board of Trustees may be filled by a majority of
the remaining Trustees, though less than a quorum, or by a sole
b. In the event the Board of Trustees is unable to fill vacancies
because of the death or disqualification of the entire Board of
Trustees or sole remaining Trustee, then that person holding the
senior ecclesiastical post in this Church shall (and only in this
unlikely event and only s a singular circumstance) appoint individuals
to fill all vacancies on the Board of Trustees, who must themselves
meet the qualifications of a Trustee as provided in Section 3.
Section 6. Voting and Other Rights. Each Trustee shall be entitled to
one vote. Each Trustee shall have access at all times to the books and
records of the corporation.
Section 7. Termination As Trustee.
a. A person's Post as Trustee shall terminate at his death or upon
receipt by at least one other Trustee of a written notice of his
b. Pursuant to the Scientology ethics and Justice system, a person's
post as Trustee may be terminated for actions deemed contrary to the
provisions of Articles I through IV of these Bylaws, by the unanimous
vote of the other Trustees.
c. A person's post as Trustee shall automatically terminate if he or
she at any time fails to meet the qualifications for Trustee which are
stated in paragraphs (a), (b), (c) and (d) of Section 3 of this
Section 8. Meetings of Trustees.
a. Annual Meeting. A meeting of the Trustees shall be held on the
first day of June of each year at 8:00 p.m. at the principal office of
the corporation. No notice of the annual meeting need be given if it
is held at such time and at such place. The time and place of the
annual meeting may be changed by vote or written consent of a majority
of the Trustees, and notice of any such change shall be given to each
Trustee. If proper notice is given of any such change in the time or
place of the annual meeting, notice need not be given of subsequent
annual meetings held at the same time and place.
b. Agenda at Annual Meeting. At the annual meeting of Trustees,
consideration shall be given only to the following matters:
i. Election or removal of General Directors.
ii. Election or removal Of Trustees.
c. Call of Special Meetings. A special meeting of the Trustees may be
called by any Trustee.
d. Notice of Meetings. When required, notice of a special meeting of
the Trustees shall be given to each Trustee in writing. A notice of
meeting need not specify the purpose of the meeting.
e. Waiver of Notice. The transactions at any meeting of the Trustees,
however called, however noticed, and wherever held, are as valid as
though taken at a meeting duly held after regular call and notice if a
quorum is present, and if, either before or after the meeting, each of
the Trustees who was absent signs a written waiver of notice and
consent to the holding of such meeting. A Trustee shall be deemed to
have waived notice and consented to the holding of a meeting, if he
votes to approve the minutes of that meeting. All written waivers and
consents shall be filed with the minutes of meetings of the Trustees.
Notice of a meeting shall also be deemed given to any Trustee who
attends a meeting without protesting, before or at its commencement,
the lack of proper notice to him.
f. Quorum. A quorum for any meeting of the Trustees shall be a
majority of the total number of the Trustees.
g. Minutes. The Trustees shall cause minutes of their meetings to be
kept and to be maintained with other records of the Trustees in a
h. Adjournment. A majority of the Trustees present, whether or not a
quorum is present, may adjourn any meeting of the Trustees to another
time and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent Trustees if the time and place is
fixed at the meeting adjourned.
i. Use of Conference Telephones. The Trustees may meet through the use
of conference telephone facilities or similar communications
equipment, so long as all Trustees participating in the meeting can
hear and address one another.
j. Action without Meeting. Any action required or permitted to be
taken by the Trustees may be taken without a meeting if all Trustees
consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the
Trustees. Such written consent or consents shall be filed with the
minutes of proceedings of the Trustees.
Boards of Directors
Section 1. Function and Authority of the Boards.
a. Composition: The combined Boards of Directors ("Boards") shall be
composed of three (3) General Directors ("Board of General Directors")
and three (3) Special Directors ("Board of Special Directors"). The
authorized number of General Directors may be changed by a bylaw
amending this Section 1(a) duly adopted by the unanimous vote of the
General Directors; provided, however, that the General Directors shall
not have the power to reduce the number of General Directors below
three (3) or increase the number above five (5).
b. Generally. The activities and affairs of the corporation, as
distinguished from the ecclesiastical affairs of the Church, shall be
managed and conducted, and all corporate powers shall be exercised, by
or under the direction of a Board of General Directors, subject to the
approval or veto of certain actions by a majority of the authorized
Special Directors as set forth in paragraph (d) below. The General
Directors, in general, shall have all applicable powers conferred,
permitted, or authorized by law as directors of a nonprofit religious
corporation, including the power to purchase, lease, encumber by
mortgage or deed of trust, sell, pledge and convey property of the
corporation, and to borrow funds for the use and benefit of the
corporation. Each Director, General and Special, shall have access at
all times to the books and records of the corporation.
c. Particular Functions of the General Directors. More particularly,
and without limiting its power and authority in general (except as
stated otherwise), the General Directors may, in their sole
i. Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trusts, mortgages.
pledges, hypothecations, or other evidences of debt and securities
ii. Make and perform such contracts as are necessary or convenient to
attain or further the purposes and objects of the corporation, as set
forth in the Articles and in these Bylaws;
iii. Delegate to the corporation's officers, or to other agents,
regular and special duties Of the Board of General Directors, the
delegation of which is permitted by law and consistant with the
iv. Publish and disseminate books, periodicals, pamphlets, tracts,
sermons, films, tapes and pictures in furtherance of the purposes of
the corporation; and
v. Change the principal office of the corporation from one location to
another, and establish and locate subsidiary offices of the
d. Particular Functions of the Special Directors. The Special
Directors, acting by a majority of their authorized number are
empowered to ensure the following:
i. That the corporation attains tax exempt status, as soon as
practical, and that such status is maintained throughout the existence
of the corporation.
ii. That no part of the corporation inure to the benefit of any
private individual, firm or corporation.
iii. That the assets of the corporation are not subject to waste
and/or extravagance but are instead increased in value.
iv. That proper Scientology management is correctly applied to the end
that the purposes of the corporation are accomplished.
The Special Directors shall carry out their duties by approving or
vetoing every resolution, vote, or act of the General Directors which
in any way directly or indirectly affects the duties of the Special
Directors set forth above. In addition, Special Directors may by
unanimous vote direct the General Directors to consider any matter
which comes within the scope of their duties, as outlined above.
Any act of the Special Directors may be overridden by the unanimous
vote of the General Directors and Trustees at a meeting specially
called by any General Director in accordance Section 4 [sic] of this
e. Special Duty of the Boards. It shall be a special duty of the
Boards to assure:
i. That no part of the net earnings of the corporation inure to the
benefit of any person;
ii. That no substantial part of the activities of the corporation are
directed to influencing legislation by propaganda or otherwise;
iii. That the corporation and its agents refrain from participation or
intervention in any political campaign on behalf of or in opposition
to any candidate for public office;
iv. That the property, assets and net income of the corporation remain
irrevocably dedicated to charitable and religious purposes; and
v. That, upon the dissolution or winding up of the corporation, its
assets remaining after payment of or provisions for payment of all
debts and liabilities of the corporation are distributed to a
nonprofit fund, foundation, or corporation which is organized and
operated primarily and exclusively for charitable and religious
purposes, and which is exempt from general income taxation as an
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1954, as amended.
Section 2. Election and Tenure of General Directors.
a. Election. General Directors shall be elected by majority vote of
the Trustees of the corporation. Trustees may not cumulate votes in
electing General Directors. Regular elections of General Directors
shall be held at the annual meeting of the Trustees. Special elections
may be held as necessary to fill vacancies on the Board of General
Directors. General Directors may not be elected from among the
Trustees. General Directors shall hold office for one year or until
the next annual meeting of the Trustees, whichever period is shorter.
General Directors may be reelected.
b. Compensation. General Directors shall receive no compensation for
their service as Directors, but shall be entitled to reimbursement for
expenses incurred on behalf of the corporation, whether or not such
expenses are incurred in their capacities as Directors.
c. Qualifications. In order to serve as a General Director and in
order to continue to serve an such, each General Director shall be a
person who possesses and continues to possess the following qualities
and attributes. That is to say, a person may serve and continue to
serve as a General Director only so long as he is and remains:
i. Well-versed in the Scriptures;
ii. Well-versed in the Scientology Ethics and Justice system;
iii. A proven Scientology executive, evidenced by statistics;
iv. A duly ordained minister of Scientology in good standing with the
Mother Church; and
v. Has attained the age of majority.
d. Removal. Upon an affirmative vote of a majority of the Trustees, a
General Director may be removed, on the following grounds:
i. Failure to continue to meet the qualifications set forth in
subparagraphs (i) through (iv) of subsection (c) above;
ii. Failure to exercise the duties of a Director in pursuance of the
goals, aims and purposes of the corporation, the Church and
Scientology, an set forth in Articles I through IV of these Bylaws.
Section 4. Appointment. Tenure, Resignation and Succession of Special
a. Initial Special Directors. The names of the persons who shall serve
as the corporation's initial Special Directors are:
i. Stephen A. Lenske
ii. Sherman D. Lenske
iii. Lawrence E. Heller.
b. Tenure. Persons appointed as Special Directors shall Possess a
lifetime tenure, so long as they remain in good standing with the
State Bar Association of California. Should any Special Director fail
to remain in good standing, his position shall terminate and the
vacancy created thereby shall be filled in accordance with Paragraph
(d) of this Section 4..
c. Resignation. Any Special Director may resign upon giving written
notice to all Directors. The notices may specify a later time for the
effectiveness of such resignation.
d. Vacancies. Any vacancy on the Board of Special Directors, whether
caused by death or resignation, may be filled by a majority of the
remaining authorized Special Director or by a sole remaining Special
To the extent possible, vacancies shall be filled from members in good
standing of the California State Bar Association who are then employed
by the law firm of Lenske, Lenske, Heller & Magasin, A Law
Corporation, or its successor ("LLH&M") and are familiar with the
purposes of this corporation. In the event the Special Directors are,
or the remaining special Director is, unable to fill the vacancy from
employees of LLH&M, then the vacancy may be filled from outside LLH&M,
provided such appointee is a member in good standing of the California
State Bar Associa tion and is familiar with the purposes of this
corporation. All such appointments to fill vacancies shall be made
with the approval of a majority of the authorized General Directors
In the event the Board of Special Directors is unable to fill
vacancies because of the death or resignation of all of the Special
Directors, then the vacancies shall be filled by a majority of the
authorized General Directors and Trustees.
e. Compensation. Special Directors shall be entitled to a fee based
upon the hourly rate then charged for their professional services.
Section 4. Meetings of Directors.
a. Call of Special Meetings. Special meetings of the Boards may be
called by any two General Directors, by the President, or by any
Special Director. Special meetings of either Board may be called by
any two (2) members, or in the case of the Board of General Directors,
by any two (2) members, or the President.
b. Notice. Notice of all special meetings of the Boards, or each of
them, or of an annual meeting to be held at a time or place other than
a time or place fixed by resolution of the Boards, or either of them,
shall be given to all Directors, or to the Directors of each
respective Board, as the case may be.
c . Waiver of Notice. Transactions of any meeting of the Boards, or
either of them, however called, however noticed, and wherever held,
are as valid as though adopted at a meeting duly held after regular
call and notice if a quorum of each Board is present and if, either
before or after the meeting, each of the Directors not present signs a
written waiver of notice and consent to the holding of such meeting. A
Director shall be deemed to have waived notice and consented to the
holding of a meeting if he votes to approve the minutes thereof. All
such waivers or consents shall be filed with the minutes of meetings
of the Boards, or either of them. Notice of a meeting shall also be
deemed given to any Director who attends a meeting without protesting,
before or at its commencement, the lack of proper notice to him.
d. Quorum. A majority of the Directors authorized shall constitute a
quorum of for [sic] each of the Boards for transaction of business or
for taking of action which may be taken with less than unanimous
consent of all Directors.
e. Minutes. The General Directors shall designate one of their number
or an officer of the corporation to keep minutes of their meetings.
The Special Directors shall designate one of their number to keep
minutes of their meetings.
f. Adjourment. A majority of the Directors present, whether or not a
quorum is present, may adjourn any Directors' meeting to another time
and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent Directors if the time and place be
fixed at the meeting adjourned.
g. Regular, Annual and Special Meetings. Meetings of the Boards shall
be held not less often than annually. The Special Directors shall not
meet as a Board more often than six (6) times per year. Meetings
designated as annual meetings shall be held in the month of June of
each year. Meetings other than annual meetings shall be called regular
meetings or special meetings. The time and place of annual meetings
may be fixed by unanimous resolution of the Boards, or either of them,
and, once so fixed, shall not be subject to the notice requirements of
h. Use of Conference Telephones. Directors may meet through the use of
conference telephone facilities or similar communications equipment,
so long as all Directors participating in the meeting can hear and
address one another.
i. Action without a Meeting. Any action required or permitted to be
taken by the Boards, or either of them, may be taken without a meeting
if all Directors of the respective Boards consent in writing to that
action. Such action by written consent shall have the same force and
effect as a unanimous vote of the full Board. Such written consent or
consents shall be filed with the minutes of the meetings of the Board
Officers of the Corporation
Section 1. Required Officers. Officers of the corporation, as
distinguished from ecclesiastical posts, shall be elected by majority
vote of the Board of General Directors, and shall include a President,
a Secretary, and a Treasurer, each of whom shall serve at the pleasure
of such Board. Each of said offices may be held by a person who is
also a General Director. The Board of General Directors may elect the
same person to the offices of Secretary and Treasurer.
Section 2. Optional Officers. The Board of General Directors may elect
one or more Vice-Presidents, and one or more Assistant Secretaries and
Assistant Treasurers and such other subordinate officers as the Board
of General Directors shall from time to time deem appropriate.
Section 3. Duties of Officers.
a. The President shall have general supervisory responsibility for the
business affairs of the corporation. In addition, he shall perform all
other acts and duties which the Board of General Directors shall
direct. The President shall be the Chief Executive officer of the
corporation, to whom other officers and their agents shall report and
be responsible for the proper performance of their duties.
b. The Vice-President, if any, shall carry out such duties on behalf
of the corporation as may be assigned to him by the Board of General
Directors or by the President. In the absence or disability of the
President, the duties of the President shall be discharged by the
c. The Treasurer shall be the Chief Financial Officer of the
corporation and shall have custody of its corporate funds, books and
financial records. The Treasurer shall have authority to receive and
accept money, collect debts, open bank accounts, and make
disbursements in the name of the corporation. The Treasurer shall keep
or cause to be kept proper books of account reflecting all business
done by the corporation and of all monies received and disbursed, and
shall prepare or cause to be prepared financial statements at the
request of the Board of General Directors. The Treasurer shall deposit
all money and other valuables in the name and to the credit of the
corporation, with such depositories as may be designated by the Board
of General Directors. The Treasurer shall disburse funds of the
corporation at the direction of the Board of General Directors. The
Treasurer shall, whenever requested to do so by the President or Board
of General Directors, account for all transactions engaged in or
authorized by him as Treasurer.
d. The Assistant Treasurer, if any, shall carry out such duties on
behalf of the corporation as may be assigned or delegated to him by
the Board of General Directors, by the President, or by the Treasurer.
In the absence or disability of the Treasurer, the Assistant Treasurer
shall discharge the duties of the Treasurer.
e. The Secretary shall keep or cause to be kept a book of minutes of
all meetings of the Trustees and of the Board of General Directors,
and of the meetings of any committee for which the Board requires that
minutes be kept. The Secretary shall keep or cause to be kept, at the
principal office of the corporation, a copy of these Bylaws. The
Secretary shall keep the seal of the corporation and shall attest all
certificates or other legal documents requiring certification on
behalf of the corporation.
f. The Assistant Secretary, if any, shall carry out such duties on
behalf of the corporation as may be assigned or delegated to him by
the Board of General Directors, by the President, or by the Secretary.
In the absence or disability of the Secretary, the Assistant Secretary
shall discharge the duties of the Secretary.
Section 4. Execution of Contracts. Contracts, instruments of
conveyance or encumbrance, or other obligations of the corporation may
be executed and delivered on behalf of the corporation by any two (2)
officers of the corporation unless the Board of General Directors
provides otherwise by general or special resolution.
Liability of Directors and Officers
Directors, Officers, Trustees and other agents of the corporation, and
the property of such persons, shall not be subject to or chargeable
with payment of corporation debts or obligations.
Ordination of Ministers and Religious Orders
Section 1. Ordination. The Church shall have full power and authority
to ordain ministers, who shall be empowered to perform marriage
ceremonies, administer the confessional, bury the dead, baptize,
practice spiritual healing, give spiritual healing, give spiritual
advice, and minister to the spiritual needs of congregations and
parishioners; to revoke such status of ordained minister; and to grant
and revoke such other degrees and certificates of attainment or
qualification as may be appropriate.
Section 2. Code of Conduct. This Church shall ask and require from its
ordained ministers conformity with the following minister's code
(known as the Scientology Auditor's Code), relating to the spiritual
ministration to, and guidance of, all parishioners and/or confessants:
I HEREBY PROMISE AS AN AUDITOR TO FOLLOW THE AUDITOR'S CODE.
1. I promise not to evaluate for the preclear or tell him what he
should think about his ease in session.
2. I promise not to invalidate the preclear's case or gains in or out
3. I promise to administer only Standard Tech to a preclear in the
4. I promise to keep all auditing appointments once made.
5. I promise not to process a preclear who has not had sufficient rest
and who is physically tired.
6. I promise not to process a preclear who is improperly fed or
7. I promise not to permit a frequent change of auditors.
8. I promise not to sympathize with a preclear but to be effective.
9. I promise not to let the preclear end session on his own
determinism but to finish off those cycles I have begun.
10. I promise never to walk off from a preclear in session.
11. I promise never to get angry with preclear in session.
12. I promise to run every major case action to a floating needle.
13, I promise never to run any one action beyond its floating needle.
14. I promise to grant beingness to the preclear in session.
15. I promise not to mix the processes of Scientology with other
practices except when the preclear is physically ill and only medical
means will serve.
16. I promise to maintain Communication with the preclear and not to
cut his comm or permit him to overrun in session.
17. I promise not to enter comments, expressions or enturbulence into
a session that distract a preclear from his case.
18. I promise to continue to give the preclear the process or auditing
command when needed in the session.
19. I promise not to let a preclear run a wrongly understood command.
20. I promise not to explain, justify or make excuses in session for
any auditor mistakes whether real or imagined.
21. I promise to estimate the current case state of a preclear only by
Standard Case Supervision data and not to diverge because of some
imagined difference in the case.
22. I promise never to use the secrets of a preclear divulged in
session for punishment or personal gain.
23. I promise to never falsify worksheets of sessions.
24. I promise to see that any donation received for processing is
refunded following the policies of the Claims Verification Board, if
the preclear is dissatisfied and demands it within three months after
the processing, the only condition being that he may not again be
processed or trained.
25. I promise not to advocate Dianetics or Scientology only to cure
illness or only to treat the insane, knowing well they were intended
for spiritual gain.
26. I promise to cooperate fully with the authorized organizations of
Dianetics and Scientology in safeguarding the ethical use and practice
of those subjects.
27. I promise to refuse to permit any being to be physically injured,
violently damaged, operated on or killed in the name of "mental
28. I promise not to permit sexual liberties or violations of
29. I promise to refuse to admit to the ranks of practitioners any
being who is insane.
Section 3. Religious Orders. The Church may establish and maintain
religious orders, the purposes of which shall be the carrying out of
the religious and administrative activities of this Church and
corporation. The specific functions and duties of such religious
orders, and of the members of such orders, shall be as determined and
assigned by the Board of General Directors in accordance with the
Scriptures, and consistent with the purposes for religious orders
Acceptance of persons into the religious orders of the Church shall be
governed by the applicable Scriptures. Persons seeking acceptance into
a religious order of this Church shall enter into a covenant
expressing the individual's desire and intent to devote himself to
accomplish the goals and purposes of this Church and the Religion of
Scientology. All members of the religious order shall agree to abide
by the policies of this Corporation, the Scriptures, the Articles, and
Section 4. Terminations. Membership, affiliation, charters,
ordinations, certifications, or other special dispensations, or
recognitions, shall terminate; by direction of the Board of General
Directors, for the following causes:
c. Actions deemed contrary to the principles, purposes, aims, code,
ecclesiastical letters, policies, covenants, agreements, the Bylaws of
this corporation and Scientology.
Section 5. Return of Property. Upon any termination, pursuant to
Section 4 of this Article X, then the person who's [sic] status has
been terminated shall be required immediately to return to the
corporation or Church any and all real and personal property issued to
such person by this corporation or Church.
Section 6. Discretion of Directors. Pursuant to the Scriptures,
particularly the ethics and justice system of Scientology, membership
in a Religious Order, ordination, or affiliation may be denied or
revoked for cause deemed to be sufficient by the General Directors in
their sole discretion.
The corporation's principal office shall be located at such place,
within or without the State of California, as a majority of the Board
of General Directors may, in its discretion, determine from time to
The corporation shall have a seal, the form of which shall be
determined and adopted by the Board of General Directors.
Unless otherwise provided in these Bylaws, these Bylaws may be amended
or repealed and new Bylaws adopted by unanimous vote of the Boards;
provided that amended Bylaws or new Bylaws do not jeopardize the
tax-exempt status of this corporation, do not alter the purposes of
this corporation or the qualifications required of its Trustees and
Directors, and do not contravene the Scriptures.
We, the undersigned, do hereby certify:
1. That we are the Directors of the Church of Spiritual Technology, a
nonprofit religious corporation incorporated under the laws of the
State of California; and
2. That the foregoing Bylaws constitute the Bylaws of said
corporation, as duly adopted at a meeting of the Directors of said
corporation, held on the 7th day of June, 1982.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 7th day
of June# 1982.
[signature: "Lyman Spurlock"]
LYMAN SPURLOCK, General Director
[signature: "Rebecca (Pook) Hay"]
REBECCA POOK, General Director
[signature: "Maria H(?) Starkey"]
MARIA STARKEY, General Director
[signature: "Stephen A Lenske]
STEPHEN A. LENSKE, Special Director
[signature: "Sherman D Lenske"]
SHERMAN D. LENSKE, Special Director
[signature: "LE Heller"]
LAWRENCE E. HELLER, Special Director