Articles of Incorporation Changes

by Seven 26 Replies latest jw friends

• 

  imallgrowedup

  Euph -

  I always love your insight on these matters. Here is a question to you: What if they were putting these articles in place because they feared they were going to be accused of being something other than a religious entity? It hasn't been too long since someone found direct connections between the WT and individual NGO's such as the United Way. With that information in hand, do you think there could be more to this than meets the eye?

  (P.S. Love your new avatar!)

  Seven -

  Do you know if this "revision" is going out to all congregations which are incorporated, or just some of them? Do you know if these articles are or can be retroactive or not?

  growedup
• 

  Euphemism

  Growedup... thanks!

  The United Way is, I'm pretty sure, also a 501(c)(3) organization. So from a tax perspective, they wouldn't be distancing themselves from such organizations in any way. (And since many religions have partnerships of some sort with the United Way, I don't think that their association with them would threaten their status as a religion.) The central headquarters organization has become more politically active in the last few years, so they might be concerned with protecting themselves in that regard; but I don't see why they would bring the local congregations into that.

  So I think that this has to be a tax move, plain and simple.

  I still would love to know what prompted it, however.
• 

  imallgrowedup

  Euph -

  I have an idea. Would ya mind checking for a pm from me in a few?

  growedup
• 

  Seven

  growedup,

  You've got a pm.
• 

  imallgrowedup

  Seven -

  Got it! Thanks!

  Now, you've got a pm!

  growedup
• 

  Amazing

  Nope, this is typical language for 501(c)(3) tax exempt corporations, likely due to adjustments in the IRS Tax Code. If a congregation gets sued, and loses, then the prevaling party can seize the Kingdom Hall if the Congregation or its insurance cannot satisfy the judgment. Even if the Kingdom Hall is deeded in a hurry to the Society to avoid the consequences of an adverse judgment, the courts can dissolve such transfer in many States, and aware the real property to the prevailing party. Also, in many of these law suits, the Watchtower Society and all of its sub-corporations are often named co-defendants, and so the asset is not really protected. The one nice thing about real estate is that you can move it anywhere.
• 

  jst2laws

  Hey,

  I agree with Euphemism and Amazing but I do not feel Waiting is wrong on her tack. There is something else thrown in there near the end that is very different, especially considering the recent filing of some lawsuits.

  Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. (italics added) Euphemism

  This Euphemism shows is a "standard corporate dissolution clause".

  This is the Watchtower's not so standard dissolution clause:

  If Watchtower Bible and Tract Society of New York, Inc., is not then in existence and exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States tax code), then said assets shall be distributed to any organization designated by the ecclesiastical Governing Body of Jehovah?s Witnesses

  Standard clause says upon dissolution "assets shall be distributed by the Board of Directors".

  Watchtower says that " If Watchtower Bible and Tract Society of New York, Inc., is not then in existence " then "assets shall be distributed to any organization designated by the ecclesiastical Governing Body of Jehovah?s Witnesses". So the GB controls it and specifies they control it when the WT goes away. Do you know what corporations do when they buy out another corporation that is at risk legally? They dissolve the old corporation, name and all, and there is no one to sue. The GB, if they put this clause in all their corporate articles of incorporation, can simply keep dissolving corporations that face serious losses and transfer the assets to other legal 'religious' corporations.

  I have seen this done in the medical field. Any legal eagles out there that know more about this?

  Jst2laws
• 

  imallgrowedup

  Jst2Laws -

  Your take is quite fascinating. I've got a couple of questions for you.

  1. Are you saying that if I filed a suit against WTBTS, Inc. tomorrow, that they could just dissolve their corporation before the case ever goes to trial?

  2. If not, are you saying that if I went to court tomorrow and won a huge suit against the WTBTS, that they could transfer all their assets to another corporation and I wouldn't get squat because the corporation is dissolved?

  3. Do you know if a corporation can dissolve and form a new corporation, or if they must "merge" with another corporation that they've already set up under a different name?

  4. I am under the impression that a plaintiff can also sue the individual officers of the corporation in addition to the corporation itself. Even if the corporation dissolves and there is no company to sue, couldn't the individual members of the corporation still be personally liable for the judgment amount?

  5. Can a judge order a corporation to remain "active" and/or pierce a corporate officer's personal trust to ensure the judgment is paid?

  Inquiring Minds Want to Know!

  growedup
• 

  jst2laws

  Hello Growedup,

  I wish I could answer your questions. That is why I asked for some help from the legal eagles here.

  I will comment on one point but still may be wrong. I do not think they could get away with dissolving a corporation after a lawsuit is filed without some action being taken to at least freeze assets. But if, lets say, that after one suit which they lost they can see the coming of an avalanche of suites it seems likely they could do this.

  The strange thing here is that these many corporations that are being named in recent suits are all controlled by one body that has no clear legal control such as members setting on each of the boards as directors. All the directors on each board are simply loyal to the GB. Its seems they have taken a vow, but I have never heard of a written contract.

  Yet, I have not seen a case where the Governing Body is named as defendant. Has anyone else?

  Jst2
• 

  imallgrowedup

  Jst2Laws -

  I'm not privvy to any private contracts between the corporate officers of each individual incorporated congregation, and the GB and/or any of it's lawyers and/or other entities. The WTBTS lawyers are pretty slick; I'm sure there are contracts - but as private documents, they would never see the light of day unless there was a compelling reason for either party to produce them - or a court subpeona. I can't help but wonder how many of these congregations which have been told to incorporate were allowed to choose their own lawyer who could protect the interests of the individual congregation before anything was signed. I also wonder how many of these congregational corporations realize the legal implications of becoming a corporate entity. Even more so, I wonder how many of the officers of each of these corporations are aware of the personal liabilities they face should their particular congregation ever be named in a suit. I guarantee a very large percentage have absolutely no idea how vulnerable they've made themselves - and their congregation - by incorporating under the complete direction of the WTBTS who is obviously out only to protect their own interests.

  As far as anyone naming a corporate officer in any suits - I am not aware of any at this time - but that doesn't mean there arent' any - or won't be any. I have a feeling it would be harder to convict a corporate officer of negligence than the corporation itself, but I'm no lawyer and don't know this for a fact. I'm thinking though, that most juries would probably want to see direct evidence that the named officers were personally involved in misconduct. If it was me, however, I would name them anyway, if only to open the eyes of the corporate officers at the congregation level to the personal risks they are taking at the hands of Jehovah's loving organization. Maybe a few congregations might actually seek an impartial attorney's advice before they sign all their rights away.

  Well, I sure hope someone with a legal background can take a look at this and give us an interpretation. I know that I, for one, would love to see this through someone else's "legal eyes."

  :-)

  growedup