Malnet was an impromptu AOL mailing list of WCG ministers who were unhappy with the 1995 doctrinal changes within the Worldwide Church of God.

This web page has the constitution of the then, newly formed, Worldwide Church of God - TEXAS, who seems to have operated much more openly with less concern for the anonymity of their identities than those who formed the UCG. These documents were unknown to me in 1995.

I do not pretend to assume this is the complete list of postings, if you have genuine MALNET postings from this time, do not hesitate to contact me. I will keep your identity private.

Worldwide Church of God - Texas

Date: Tue, 4 Apr 1995 13:04:24 -0400

From: Mal [ed. apparently ->George E. Crow and/or assoc??]

Subject: WCGT- READ FIRST

The Information concerning Worldwide Church of God Texas, previously posted elsewhere, has been posted here on the net for all. This is for your Information only.

This information is in 5 posts, labeled in ( ) to Indicate the proper order. They are:

(1)- Intro

(2)- articles of Incorp

(3)- bylaws, part 1 of large file

(4)- bylaws, part 2

(5)- 2 update letters

Date: Tue, 4 Apr 1995 13:04:24 -0400

From: Mal

Subject: wcgt- letter (1)

WORLDW!DE CHURCH OF GOD TEXAS:

POST OFFICE BOX 30 KATY, TEXAS 77492-0030

(713) 291-9384

March 10, 1995

Dear Ministers, Brothers and Sisters tn Christ:

To say that these are strange times is a gross understatement. Who would have ever predicted that the ministry would lose their Jobs over the Sabbath and Holy Days?

Over the last eight weeks 1t has become Increasingly evident that the top leadership has abandoned the Church of God. When the process of abandonment started is not clear, but apparently the process was eat 1n stone or. January 7, 1995.

There are many in Houston and elsewhere who have come to understand that the employed full-time ministry has been paralyzed by this extraordinary struggle between loyalty to the hierarchy in Pasadena and loyalty to the faith once delivered, loyalty to Saul versus loyalty to God. Some pastors concluded that it was better in the short run to not openly resist the obviously false doctrine being promulgated. The rationale was to avoid termination so as to provide some stability to the congregations. That may have been good judgment for a time, but with the Spring Holy Days fast approaching, that tactic may begin to backfire.

Many brethren who have not accepted what is being forced upon us, are becoming discouraged. We an need to hear truth preached at the Passover and Days of Unleavened Bread.

We, the original three Incorporators, are stepping forward to let it be known that we simply are not willing to see our pastors cut to pieces and our congregations divided and left without a faithful pastor.  Mr. Dean Blackwell is scheduled to be in Houston, Texas for a combined service with the four Houston congregations on March 11, 1995.

Most of what we are going to present has been widely discussed with many people. However, it should be known that in order to protect our ministry in Houston, none of the employed. full-time ministry in Houston, that is, Mr. Beam, Mr. Butter, Mr. Franks, Mr. Myers, and Mr. Nutzman are aware that this has been done and what we are presenting. Additionally, Mr. Harold Treybig, Regent on the Board of Regents for Ambassador University to likewise unaware that this has been done and what we are presenting.

The steps that have already been taken will be outlined in the rest of this letter. We alone can make nothing happen, nor do we intend to take additional steps unilaterally. We have, however, placed in front of you what may be a solution. All necessary legal actions have already taken place. The entity is alive with all essential elements ready to immediately operate, if and when called upon to do so.

In putting a legally formulated entity in place, two Important Issues where confronted. What could and should It be named, and how could and should it be structured?

The Importance and significance of a corporate name may eventually prove to be paramount. The corporation is named precisely what it is. That is, the WORLDWIDE CHURCH OF GOD TEXAS.

God gave the name Church of God. The word WORLDWIDE was chosen by Mr. Armstrong. One factor In Mr. Armstrong's choice probably reflects his effort to distinguish the Church from the many other organizations which have understood that the Bible Indicates the name Church of God.

Many of the groups previously departed wished to differentiate themselves from the WORLDWIDE CHURCH OF GOD, and therefore chose a name that would accomplish just that. We have no need nor desire to differentiate ourselves from the name WORLDWIDE CHURCH OF GOD.

Second, the addition of the word TEXAS is not our Idea, but has precedent In the naming of Ambassador College. When Ambassador was Incorporated in Texas on April 3, 1990, the name was Ambassador College Texas. Therefore, the legal name WORLDWIDE CHURCH OF GOD TEXAS was selected.

What the governing structure could and should be like was a much more difficult Issue. We considered three major elements. First, what Hierarchical structure could be a model for dealing with major doctrinal decision-making within the Church? The answer to that seems to center around Acts chapter fifteen. Second, what is the structure used at Ambassador University today? Third, what are the problems with the structure that brought the Church to the brink of destruction that need to be prevented in the future?

Acts chapter fifteen offers several possibilities, but does not clearly indicate specific details. The overriding element seems to be that when there is a major doctrinal decision to be made, the ministry as a whole comes together arid discusses it with the decision coming from consensus through the working of God's Holy Spirit. Therefore, Article IX in the Articles of Incorporation provides that "A meeting of the Council shall be called and held annually at a reasonable time and reasonable place." An annual meeting of the whole ministry is not just a good idea, but an absolute requirement. Given modern means of travel and communication it is possible to have the ministry actively Involved in both the doctrinal decision-making and the actual management of the structure. In fact, many of the provisions in the By-Laws require the ministry to be actively involved.

The By-Laws now in effect for Ambassador University were used as somewhat of a guide for what is in the enclosed By-Laws.

Finally, what about the problems? Investigation has been done in an attempt to learn what the decision-making process is in Pasadena and who is involved in it. This investigation reveals some real head scratchers.

The first issue relates to Article 13.1 of the Ambassador University By-Laws. See Exhibit C. Who are the Directors of the Worldwide Church of God California? That question has been asked of dozens of pastors around the country. The answer is no one knows for sure. How incredible. Why would that kind of information not be widely known and disseminated to the brethren?

The second issue relates to Article 7,0 of the Ambassador University By-Laws and the Upshur County property deeds for Ambassador University. See Exhibit D. Of particular

interest is the possibility that everything in terms of assets and property could eventually pass to "a California unincorporated association." What is an unincorporated association? Who comprises this unincorporated association? Your speculation may be as good as ours.

The decision-making process which is currently in the process of self-destruction Is fatally flawed. Why are life and death decision made in apparent secrecy and by unidentified persons? In recent weeks we are often told that "Now that Christ has lead us to ..." Specifically, who is "us"? Yes, Mr. Tkach reads and thereby ratifies what is decided, but what is the source?

Another question which seems obvious, but re one seems to know the answer. What do we believe? A document exists which is called the Fundamentals of Be Belief. It is clear that this document exists because for years it\se have quoted part of Article 13 of that document in our request for excused absence form:

This is to confirm that the above named parent, guardian or individual is affiliated with the Worldwide Church of God, and that the Church teaches adherence to and observance of the Biblical Holy Days and festivals. Article 13 of the Fundamentals of Belief of this Church states:

"We believe the seven Holy Days as given to ancient Israel by God through Moses, kept by Christ, the Apostle Paul, and the New Testament Church, as evidenced by the books of Acts and Corinthians, are to bs kept today.

It is the duty of each member to observe these Holy Days to maintain his status in this Church."

Do you have a copy of that document? We asked many pastors for a copy. No one has it! Why would such an important document not be widely available? In fact, why wouldn't such a document be given to prospective members? If the document needs to be revised, why shouldn't that be widely discussed with the ministry? We finally managed to get the entire document, but only after dozens of telephone calls.

Many other things could be discussed about what is needed to safeguard the structure and what is already in place that could serve as the vehicle, but we will save that discussion for a later time.

This package has been sent to approximately 100 ministers and certain other leaders. The only real restriction that we put on who would receive this information is that we tried to send it only to those who personally know at least one of the three incorporators. Some may ask who are we to think that God chose us to get this rolling. Only God knows. Although we have provided the vehicle to assist in the preservation of what we believe, we are not eager to impose this solution on anyone.

However, in terms of our experience and capacity to do the things already done we do have some credentials. Collectively we have earned eight colleges degrees, but none from any religious institutions other than Ambassador College. We are are Ambassador graduate, two attorneys and one CPA.

Beyond that, we are average men who do not believe in intimidation and secrecy as a management style. However, we are also not easily intimidated. We are simply men who will not stand and watch while the Church is being dismantled.

The next few weeks will be difficult. With God's approval and help we can assist in the process of preserving the Church and of starting the year with a proper observance of the Passover and Holy Days.

Only time will tell whether or not this is of God. This may only be a wake-up call. This may precipitate a ministerial conference. We don't know.

If this is not of God, please forgive us. If this is of God, then things need to happen.

Respectfully submitted, WORLDWIDE CHURCH OF GOD TEXAS

Date: Tue, 4 Apr 1995 13:01:0? -0400

The Malnet Report - Worldwide Church of God -Texas

From: Mal

Subject: west- articles (2)

WORLDWIDE CHURCH OF GOD TEXAS

a Texas Non-Profit Corporation

TO THE SECRETARY OF STATE CF THE STATE OF TEXAS:

The undersigned, all whom are citizens of the United States, and whom are eighteen (18) years of age or older, acting as incorporators desiring to form a non-profit corporation under the Texas Non-Profit Corporation Act do hereby certify.

ARTICLE I.

The name of the corporation is WORLDWIDE CHURCH OF GOD TEXAS, hereinafter called the Church.

ARTICLE II.

The Church is a non-profit corporation.

ARTICLE III.

The period of its duration is perpetual.

ARTICLE IV.

The purposes for which said Church is organized are the advancement of religion and for the transaction of any and all lawful business for which nonprofit corporations may be incorporated under the laws cf the Stats cf Texas and for the purpose of making distributions to organizations that qualify as exempt organizations under section 501(c)(3) cf the Internal Revenue Code, or the corresponding section of any future federal tax code

ARTICLE V.

The street address of the Church's Initial registered office in the State of Texas is 1519 Miller Avenue, Katy, Texas 77493, and the name of its initial registered agent at such address is George E. Crow.

ARTICLE VI.

The number of directors constituting the initial board of directors is three (3) and the names and addresses of the persons who are to serve as the initial directors are:

George E. Crow
1512 Miller Avenue
Katy, Texas 77493

William D. Crow
1822 Barker Cypress, #1706
Houston, Texas 77084

Hubert R. Caudle
7518 Ren mark Lane
Houston, TX 77070

The affairs of the Church shall be conducted by that board of directors to be called the Council of Elders and as provided for in the By-Laws of the Church. ARTICLE VII,

No part of the net earnings of the Church shall inure to the benefit of, or be distributable to its directors, officers, or other private person, except that the Church shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Four hereof. No substantial part of the activities cf the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Church shall not carry on any ether prohibited activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE VIII.

Upon the dissolution of the Church, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code to any non-profit entity as determined by the Council of Elders. Any such assets not so disposed of* shall be disposed of by a Court of Competent Jurisdiction of the county in which the principle office of the Church is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IX.

A meeting cf the Council shall be called and held annually at a reasonable time and reasonable place.

ARTICLE X.

The private property of the directors, officers, and employees of this Church shall be forever exempt from corporate debts and liabilities.

ARTICLE XI.

The Church is not a membership corporation

ARTICLE XII.

These Articles of incorporation may bs amended at any time and from time to time by the Council of Elders by a nine tenths (9/10) vote of the entire Council of Elders. No amendment shall be adopted which deprives the Church of a tax exempt status under the tax laws of the United States of America 2E

ARTICLE XIII

The name and address of each incorporator is:

George E. Crow
1519 Miller Avenue
Katy, Texas 77493

William D. Crow
1822 Barker Cypress, #1706
Houston, Texas 77084

Hubert R. Caudle
7513 Denmark Lane
Houston, TX 77070

1995,

In witness whereof, we have hereunto subscribed our names this 3rd day of March,

George E. Crew, Incorporator William D. Crow, Incorporator

Hubert R. Caudle, Incorporated. STATE OF TEXAS COUNTY OF HARRIS

On this the 3rd day of March, 1995, before me the undersigned, a Notary Public, in this State of Texas, personally appeared George E. Crow, William D. Crow/, and Hubert R. Caudle known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and by me first being put under oath, severally declare under penalty cf perjury that the statements therein contained are true and correct.

Given under my hand and seal of office, this 3rd day of March, 1995.

Notary Public, State of TEXAS

ARTICLES OF INCORPORATION, WCGT

Date: Tue, 4 Apr 1395 13:02:14 -0400

From: Mal

Subject: wcgt- bylaws! (3)

FIRST AMENDED CONSTITUTION AND BY-LAWS

For the regulation, except as otherwise provided by statute or its Articles of Incorporation, of

WORLDWIDE CHURCH OF GOD TEXAS

A Texas Non-Profit Corporation

1.0 ARTICLE 1—NAME

The name of this non-profit corporation is WORLDWIDE CHURCH OF GOD TEXAS, hereinafter called the Church,

2.0 ARTICLE 2—MISSION STATEMENT

The Church is committed to maintaining the faith once delivered to the New Testament Church through Jesus Christ, passed on by the original Apostles, and eventually restored by and through Herbert W. Armstrong to the Church; to fulfilling the various commissions that Jesus Christ gave to his Church as set forth in both the Old Testament and New Testament; to maintaining, as the unified remnant of the Worldwide Church of God California, a Church based on belief 1n and reliance upon the entirety of the Holy Scriptures. The Church is organized to provide for and take actions deemed appropriate by the Council to renew credibility and confidence in the doctrinal decision-making and business management decision-making of the Church by a governing structure which will be accountable and open for scrutiny by both the lay church members and the general public and which is patterned to the extent possible after the consensual decision-making example described in the Book of Acts, Chapter Fifteen. !t is not the mission of the Church to wage a campaign to defame those with whom we have fellowshipped in the past. It is not the mission of the Church to focus on any particular individual or particular decisions with which the Church and Council does not agree. Rather , the Church is committed to following Jesus Christ into the future end not dwelling on or being discouraged by what has passed. Our courage comes from what we see and hope for, the Kingdom of God and the Reign of Jesus Christ on this earth.

3.0 ARTICLE 3--C0UNCIL OF ELDERS

3.1   DEFINITIONS

The term Elder as used in these By-Laws means the office of director on the beard of directors, including the statutory officers of the corporation, unless the context indicates otherwise. The term Council of Elders as used 1n these By-Laws means the Board of Directors of this Church and hereinafter called the Council.

3.2   MANAGEMENT OF THE CHURCH

All power and authority of the Church shall be by and under the direction of the Council. The affairs of the Church shall be managed by the Council. The Council will be actively involved in the doctrinal decision-making and business decision-making processes and functions in the Church. "For by wise counsel thou shalt make thy war: and in the multitude of counselors there is safety." See the Book of Proverbs, Chapter 24, Verse 6. The Council shall:

3.2.1    Establish the doctrines of the Church;

3.2.2    Approve the annual budget;

3.2.3    Review and approve the terms of official relationships established with other organizations;

3.2.4    Approve any commitment, statement of policy or position, or financial obligation;

3.2.5 Retain assistance in the general management of the church as necessary;

3.2.6    Conduct other duties as necessary to manage the general affairs of the Church and provide for the appointment of officers of the corporation;

3.2.7    Determine the priority of budget items and set a specific percentage of total revenue which will be redistributed to local congregations for the purpose of supporting

3.2.8    Approve the ordination of ministers; and

3.2.9    Approve the removal of ministers.

3.3 COMPOSITION OF THE COUNCIL

The Council shall consist of the statutory officers of the Church, which are President, Secretary, Treasurer, and any number of Elders.

3.4  APPOINTMENT TO THE C0UNC5L

3.4.1 Any man ordained to the office of Elder (meaning ministry) by and through the authority of Herbert W. Armstrong or any man employed in the full-time ministry of Worldwide Church of God California as of January 7, 1995, shall be deemed to have automatic appointment to the Council upon request submitted to the Council, unless exception for such appointment is made by any member already on the Council, whereupon, such appointment will require approval by the Council.

3.4-2 Any man ordained to the office of Elder (meaning ministry) after the Death of Mr. Herbert W. Armstrong through January 7, 1995 shall be granted appointment to the Council upon written request to the Council and approval by the Council.

3.4.3 The Council may appoint to the Council additional advisory members, who, by reason of having special expertise or other qualifications, would be beneficial to the management of the affairs of the Church. An advisory member need not be a member of the Church. An advisory member does net have a vote. Any Elder may nominate any individual to serve on the Council as an advisory member, subject to approval by the Council.

3.5  TERM OF APPOINTMENT

Pursuant to the Texas Mon-Profit Corporations Act, the statutory officers and all Elders shall serve a term of not more than three (3) years except as otherwise herein provided.

3.5.1    In order to provide for staggered tenures of the Council including statutory officers, the Council as first constituted by the Articles of Incorporation shall serve a term which shall be the President a term of three (3) years, the Secretary a term of two

(2)  years, and the Treasurer a term of one (1) year.

3.5.2    Each new Elder thereafter appointed shall serve an initial term of either three

(3)  years, two (2) years, or one (1) year based upon a revolving assignment as determined by the applicant's date and time of request for appointment.

3.5.3    There shall be no limit on the number of terms that any Elder may serve on the Council.

3.5.4    A term of appointment shall expire on the date of the annual meeting on the year of expiration, but unless it is otherwise ordered by the Council at the annual meeting, an Elder or statutory officer of the Council shall be deemed appointed for and shall serve an additional full term of three (3) years.

3.6 QUALIFICATIONS OF APPOINTED ELDERS

Each appointed Elder of the Council shall be of good reputation and above reproach in his community and shall be and remain a member in good standing of the WORLDWIDE CHURCH OF GOD TEXAS. If for any reason an Elder does not remain a member cf the WORLDWIDE CHURCH OF GOD TEXAS during his term of appointment, that such Elder shall bs disqualified from serving, which shall constitute his removal from the Council without the necessity of further action.

4.0 ARTICLE 4—PURPOSES

4.1   UNIFIED ADMINISTRATION

The Church is organized to provide for and take actions deemed appropriate by the Council to establish and maintain the necessary organization for the purpose of researching, writing, printing, distributing or otherwise conveying to the Church the beliefs, practices, policies, and traditions of the Church with the intent and underlying goal "that the Church speak with one voice", and thereby provide the stability necessary for unity within the Church.

4.2   LOCAL CONGREGATIONS AND WORSHIP

The Church is organized to maintain and nurture the scattered brethren in congregations of the Church throughout the world. John 2T:!5 says, "When they had finished eating, Jesus 3aid to Simon Peter, "Simon son of John, do you truly love me more than these?" "Yes, Lord," he said, "you know that I love you." Jesus said, "Feed my lambs." A full-time employed Pastor for each congregation is essential in achieving this objective. Therefore the Church shall:

4.2.1    Provide for the employment and maintenance of a Pastor for congregations;

4.2.2    Provide for the payment of expenses for conducting local worship services;

4.2.3    Provide for the keeping and observance of God's Annual Festivals as outlined in the Book of Leviticus, Chapter 23.; and

4.2.4    Ordain such ministers, deacons and deaconesses in the Church as are required for the purpose of fulfilling Jesus' instructions to "feed the flock," as well as the other 'missions of the Church.

4.3  PREACH THE GOSPEL

The Church is organized to provide for and take actions deemed appropriate by the

Council to preach the Gospel of the Kingdom of God in all the world for a witness unto all nations. See Matthew 24:14.

4.4  TEACH ALL NATIONS

The Church is organized to provide for and take actions deemed appropriate by the Council to teach all nations, baptizing them in the name of the Father, and of the Son, and of the Holy Spirit* See Matthew 28:19-20.

4.5 PRESERVE AMBASSADOR UNIVERSITY

Should it become necessary. The Church is authorized to provide for and take actions deemed appropriate by the Council to help ensure the survival of Ambassador

University as a viable and accredited institution of higher education and as a potential location for the principle office of the Church.

4.5.1    This may include, but not be limited to, undertaking and funding civil litigation on behalf of Ambassador University, the President of Ambassador University, the Board of Regents, any individual Regent, any other individual or group of individuals who may have standing and a justifiable interest in the preservation of Ambassador University.

4.5.2    The Church may make distributions to Ambassador University a3 approved by the Council.

4.S PRESERVE THE DIGNITY CF THE MINISTRY

Should it become necessary, the Church is organized to provide for and take actions deemed appropriate by the Council to provide for the maintenance and support of those ministers, formerly employed by the Worldwide Church of God California, who voluntarily or involuntarily retired or who were dismissed from the Worldwide Church of God California and who have not received adequate support.

5.0 ARTICLE 5--DCCTRINES

5.1 FUNDAMENTALS OF BELIEF

The Church accepts, follows and adopts the biblical, religious beliefs as set forth in the document entitled Fundamentals of Belief, which was promulgated and in force and effect at the time cf the death of Herbert W. Armstrong, Pastor General, Worldwide Church of God California. Said document is the foundational and controlling codification and memorialization of the Church's basic doctrines as gleaned from the Holy Scriptures and as approved and ratified by Herbert W. Armstrong. What follows/s is a version cf this document available to the initial directors at the time these By-Laws were first adopted, and further it is believed that what follows is the version in effect at the death of Herbert W. Armstrong. If a superseding version of this document is discovered after the Adoption of these By-Laws, that version is deemed to supersede and is hereby incorporated by reference for all purposes, as if set out verbatim.

FUNDAMENTALS OF BELIEF

5.1.1 We believe in ONE GOD, eternally existing in the heavers, who is a Spirit, a personal Being of supreme intelligence, Knowledge, love, justice, power, and authority, the Creator of the heavens and the earth and all that in them is, and the source of life.

5.1.2    We believe Jesus of Nazareth was the Messiah, the Christ, the divine Son of the living God, begotten of the Holy Spirit, born in the human flesh of the virgin Mary, and that He is true God and true man; that God created all things by Jesus Christ, and without Him was not anything made that was made.

5.1.3    We believe in the Holy Spirit, as the Spirit of God and of Christ Jesus; the power of God with which all things were created and made; that through the Holy Spirit, God is everywhere present; that the Holy Spirit is divine Love, Faith, Understanding, Power, Joy, and all the attributes of God;—the Spirit of life eternal.

5.1.4    We believe the Scriptures of the Old and New Testaments are God's revelation and complete expressed will to man, inspired in thought and word, and infallible in the original writings; that they are of supreme and final authority in faith and in life, and the source of Truth. We believe all teachings contrary to the Holy Bible are false. We accept the Bible alone, and not the Bible and "something else.**

5.1.5    We believe Satan is a personality, a spirit being; and as the Devil is the adversary of God and the children of God; and that he now has dominion over the world which God allowed him for a definite "week" of seven thousand-year days—the first six of which are his six working days for his labor of deception, leading the children of Adam into rejection of God's way/ and therefore rebellion against God—the seventh thousand-year day of which will be the DAY OF THE LORD (the seventh day is the Sabbath of the Lord thy God), during which Satan win be forced to rest from his work of deception while Christ rules the nations of the earth. Satan's power is merely to influence and lead, not to force men arbitrarily against their win. He has ruled by deception with the aid of a host of demons which are rebellious angels, spirit beings, who have followed Satan in his rebellion.

5.1.6    We believe man was created in the image of God, formed of flesh, which is material substance, living by the breath of life, and is wholly mortal, subject to corruption and decay, without possibility of eternal life inherent in himself, except as the gift of God under God's terms and conditions as expressed in the Bible; that God placed before the first man, Adam, his free choice of eternal life through obedience to God*s commandments, or death through sin; that Adam sinned, thereby incurring the death penalty without having received eternal life, having yielded to the temptation of Satan, and that the sinful fleshly nature with its sensual desires and its pride passed en all men, sc that all become sinners, thus bringing upon themselves the penalty, death.

5*1.7 We believe sin is the transgression of the Law; that the Law is spiritual, perfect, holy, just, and good, summed up in the word "LOVE"; that it involves the tv/o great principles of love to God, and love to neighbor, ar.cf that the Ten Commandments compose the ten points of that Law, and that the breaking of only one point makes one guilty cf sin. We believe this fundamental spiritual Law reveals to us the only right and true way to life—the only possible way of happiness, peace and joy; that it has existed from Adam, is immutable and binding throughout eternity; and that all unhappiness, misery, poverty, anguish, and wee has come from its transgression.

5.1.8 We believe God so loved this world of helpless sinners that He GAVE His only begotten son, who, though in all points tempted as we are, lived without sin in the human flesh, and died for us as a representative and substitutionary sacrifice, thus making it legally possible for man's" sins to be forgiven and for God to release him from their penalty, since Jesus, whose life was of greater value than the sum-total of all other human lives (because it was He who brought them into being) has thus paid the penalty in man's stead.

5.1.9    We believe that Jesus Christ was raised from the dead after His body reposed three days and three nights in the grave, thus making immortality possible for mortal man; that He thereafter ascended into heaven where He nov/ sits at the right hand of God the Father, as our High Priest and Advocate.

5.1.10              We believe that all who truly repent of their sins, in full surrender and willing obedience to God, accepting Jesus Christ as personal Savior in faith believing, are forgiven their sins by an act of divine GRACE, justified, pardoned from the penalty of past sins, reconciled to God, and receive the gift of the Holy Spirit which literally comes in abides within, supplying the divine LOVE which alone can fulfill the law and produce righteousness; and thus are baptized by the Spirit into the body of Christ which is the true CHURCH OF GOD. We believe in a true change in life and attitude, and that only those who have the indwelling presence of, and are being led by the Holy Spirit are Christ's. Bible evidence of being thus baptized by the Spirit is the fruit of the Spirit in one's life. (See Matt 7:20; Gal. 5:22,23). "Manifestations" regulated by I Corinthians 14.

5.1-11             We believe in TWO ORDINANCES for this age; water baptism by immersion,

into Jesus Christ (not a denomination) for the remission of sins, following genuine repentance; and the Lord's Supper as continuation of the Passover, observed at night on the anniversary of the death of our Savior, the 14th of Abib.

5.1.12              We believe that from Friday sunset to Saturday sunset, the seventh day of the week is the Sabbath of the Lord our God. On this day we must rest from our labors, following the commands and example of the apostle Paul, the New Testament Church, and Jesus.

5.1.13              We believe the seven Annual Holy days as given to ancient Israel by God through Moses, kept by Christ, the Apostle Paul, and the New Testament Church, as evidenced by the books of Acts and Corinthians, are to be kept today. The sacrifices, which were added, are not to be kept on those days nor any other day of the year. During the spring festival of seven days, leavening in any form is not to be eaten, as Paul instructed the Corinthians.

5.1.14              We believe that certain foods called "unclean" are not to be eaten as they are harmful to body and health and also violate our bodies which are called the temple of the Holy Spirit of God.

E.1.15             We believe that Christian disciples of Christ are forbidden by Him and

the commandments of God to kill, or in any manner directly or indirectly to take human life; by whatsoever means; we believe that bearing arms is directly contrary to this fundamental doctrine of our belief; we therefore conscientiously refuse to bear come under the military authority,

5.1.15              We believe the PROMISES were made to Abraham and his "seed" Christ, and that the Covenants (including the New Covenant), and the premises pertain alone to ISRAEL. That our English-speaking peoples of today are enjoying the national phases of the promises—that of MATERIAL blessings—called the "Birthright", which was handed down

The MalNet Report - Worldwide Church of God-Texas

through the sons of Joseph, Ephraim and Manasseh, whose descendants we are; but that the "Sceptre"--the promise of kings, and the SPIRITUAL phase of the promises, including Christ and salvation through Him—was given to and shall not depart from Judah of whom are the race we know today as the Jews. We believe Abraham and his "seed", Christ, designating this earth (made new), not heaven, as our eternal home and reward. That salvation is through Christ alone, and not inherited through the Birthright (right of birth) and that salvation i3 freely open to Gentiles, who, through Christ, become Abraham's children and are adopted into the family of Israel and become heirs according to the promises.

5.1.17              We believe God's purpose is the creation of high spiritual character, and therefore the very object of redemption is to rescue mankind from SIN (transgressing the fundamental spiritual law), and its resulting degradation, misery and unhappiness; and that the object of the present dispensation is to fit those whom God now calls, with their consent, through a life of trial and test and overcoming sin, growing in grace and knowledge, to possess the KINGDOM and to become kings and priests reigning with Christ after His return. We believe Christians must therefore live a clean, pi:re_t holy life by faith according to the Bible standard, with constant Bible study and surrendered prayer, trusting God in and for all things; that yielding to pride and lust of the flesh is sin; that God hears and literally answers the believing prayers of His children who keep His commandments—according as He has promised in His Word, including physical healing, deliverance from temptation and trouble, providing the way for every actual need.

5.1.18              We believe the Church is merely that body of believers who have, and are being led by the Holy Spirit; that the true Church of God is not a denomination; that the inspired name for this spiritual organism is "THE CHURCH OF GOD"; that the Bible name for each local assembly is "THE CHURCH CF GOD", and, considered collectively, "The Churches of God"; that the mission of the Church in this time is to preach the Gospel (Good News) of the coming KINGDOM OF GCD, (with special stress on the warning to America and Britain of the prophecies pertaining to them) into all nations as a witness, reaching the vast multitudes with power and conviction; to reconcile to God, and to save, through Christ, such people as are now called; and to minister to the Church of God, strengthening and edifying the brethren in the nurture and admonition of the Lord.

5.1.19              We believe the only hope of eternal life for mortal man lies in the resurrection, through the indwelling (now) of the Holy Spirit; and that there shall be a bodily resurrection of the just and unjust—the just to eternal life as spirit beings upon earth, the unjust to receive the second and final death in hell (Gehenna) fire, in which they shall perish in eternal punishment.

5.1.20              We believe in the personal, visible, premillennial, imminent return of the Lord Jesus Christ to rule the nations of earth as King cf Kings, and to continue His priestly office as Lord of Lords; that at that time He will sit upon the throne of David, restoring all things during a thousand year reign upon the earth, and establish the KINGDOM OF GOD upon earth forever.

5.2 DOCTRINAL CHANGES INTRODUCED ON JANUARY 7, 1995

The Church recognizes that shortly before Herbert W. Armstrong died he appointed

Joseph W. Tkach to the office of Pastor General cf The Worldwide Church of God California. Shortly after Herbert W. Armstrong died, Joseph W. Tkach amended or revoked many of

made

The MalNet Report - Worldwide Church of God-Texas

the doctrines, beliefs, administrative decisions, policies, procedures, and traditions of The Worldwide Church of God California, which had been established by Herbert W. Armstrong. Further, the Church recognizes that on or around January 7, 1995, Joseph W. Tkach formally introduced to the Church, by way of a video taped sermon, fundamental, major doctrinal changes. Those changes included that the Seventh Day Sabbath and Holy Days were no longer a requirement of the Church, that the foundational law of God as codified in the Ten Commandments was no longer obligatory on members of the Church and that tithing was not required. These changes are hereby rejected by th6 Council and the Church.

5.3  DOCTRINAL AND ADMINISTRATIVE ACTION'S AFTER JANUARY 7, 1995

All other actions concerning doctrines, administrative decisions, policies, procedures, traditions, disciplinary actions or removals from the ministry or any ordained offices rr after January 7, 1995 are hereby rejected by the Council and Church.

5.4   INTERVENING CHANGES

The Church recognizes that many other changes were made to doctrine, beliefs, administrative decisions, policies, procedures, and traditions between the death of Herbert W. Armstrong and January 7, 1995. Except as already set forth above, the Church neither ratifies nor rejects the many other changes, to doctrine, beliefs, administrative decisions, policies, procedures, and traditions made between the death of Mr. Armstrong and January 7, 1995. For the sake of unity between and among congregations, the Church will operate and conduct its affairs under the rebuttal presumption that all such changes to doctrines, beliefs, administrative decisions, policies, procedures, and traditions may be acceptable to the Eternal God and correct in accordance with the Holy Scriptures, except as set forth above. However, the Church also recognizes that, particularly concerning the doctrinal changes, some or all cf such changes should be studied, reconsidered and re-evaluated for their spiritual and biblical validity as time and resources cf the Church will permit such reconsideraticn. Any restatement cf the Church's doctrines, beliefs, administrative decisions, policies, procedures, or traditions will be studied under the direction cf the Council and will be the exclusive purview of the Council to ratify or reject.

bylaws continue in next part

Date: Tue, 4 Apr 1995 13:03:10 -0400

From: Mai

Subject: wcgt- bylaws2 (4)

[part 2 of wcgt bylaws]

6.0 ARTICLE 6—OFFlCES

6.1 PRINCIPLE OFFICE

The Church may office within or without the State of Texas as the Council may from time to time determine.

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7.0 ARTICLE 7—OFFICERS

7.1        STATUTORY OFFICERS

Pursuant to the Texas Non-Profit Corporation Act, the Officers of the Church shall be President, Secretary, and Treasurer and shall be elected from the Council. The Officers shall serve a term of three (3) years, except for the initial terms as provided for in section 3.5.1. No single individual may serve in more than one office concurrently.

7.2        INITIAL OFFICERS

The initial Officers as elected at the organizational meeting and v/ho are hereby appointed upon adoption of these By-Laws are as follows:

President — George E. Crow

Secretary ~ William D. Crow

Treasurer — Hubert R. Caudle We harbor no grand delusions regarding our own importance in this matter, nor do we have personal ambitions other than to facilitate a cohesive and orderly reorganization. We will be happy to bow out when our services are no longer required. Said officers, by adoption of these First Amended By-Laws as the original incorporators, do hereby certify that each will voluntarily resign their respective office prior to expiration of their respective term, if requested to do so upon petition by a three-fourths (3/4) majority of the entire Council, but only when, the Council shall consist of more than twenty-four (24) Elders who have at least the ministerial rank of Pastor, upon prior ordination by the Worldwide Church of God California, and further, only after the corporation has existed for one hundred (100) days. Further, in order to provide effect for Article 14,8, the office of Secretary, as currently held by William D. Crow, will be vacate on or before the expiration of his initial term as provided for elsewhere in the By-Laws.

7.3        OFFICE OF PRESIDENT

The President shall be the Chief Executive Officer of the corporation has provided for in the Texas Non-Profit Corporations Act. The office of President is not an ecclesiastical office vested with doctrinal decision-making authority, nor may the title of the office be changed included the title Pastor General or Apostle. The President shall:

7.3.1    Presides at all meetings cf the Council;

7.3.2    Perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Council;

7.3.3    Have the responsibility for the general and active daily operation of the Church;

7.3.4    Represent the Church in all legal and business matters;

7.3.5    Perform all other duties pertaining to the office and have the authority to perform duties as directed by the Council;

7.3.6    Implement all Orders and Resolutions of the Council;

»

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7.3.7 Sign, execute and deliver in the name of the Church, all deeds, mortgages, bonds, contracts or other instruments that are not specifically reserved for the Council or prohibited by these By-Laws.

7.4       OFFICE OF SECRETARY

The Secretary shall act as Secretary of the Church and shall:

7.4.1    Keep, prepare and distribute the minutes of all meetings of the Council;

7.4.2    Cause to be given notice of all meetings of the Council;

7.4.3    Be custodian of the seal of the Church and shall affix the seal, or cause it to be affixed, to all documents the execution of which on behalf of the Church under its seal shall have been specifically or generally authorized by the Council;

7.4.4    Have charge of the books, records and papers of the Church relating to its organization as a Church, and shall see that the records, statements and documents required by law are properly kept or filed;

7.4.5    Provide for a program of continuing education in the general common law and statutory law concerning business, contracts, fiduciary duties of directors, and whatever other areas which will help Elders fulfill their responsibilities to the Church and Council;

7.4.S Perform other duties as assigned by the President;

7.4.7    Have other powers and perform such other duties, not inconsistent with these By-Laws, as the Council shall from time to time proscribe; and

7.4.8    Sign, execute and deliver in the name of the Church, all other instruments incident to the Office of Secretary that are not specifically reserved for the President or Council and which are not prohibited by these By-Laws.

7.5  OFFICE OF TREASURER

The Treasurer shall act as Treasurer of the Church and shall:

7.5.1    Have charge and custody of, and be responsible for, all the funds and securities of the Church;

7.5.2    Keep or cause to be kept, full and accurate accounts of all receipts, disbursements, credits arid debits in books belonging to the Church;

7.5.3    Supervise and be responsible for all monies, valuables and assets of the Church and credits owing to the Church;

7.5.4    Prepare an annual budget and report on the financial condition of the Church to the Council at the annual meeting;

7.5.5    Perform other duties as assigned by the President;

7.5.6    Have other powers and perform such other duties, not inconsistent with these By-Laws, as the Council shall from time to time prescribe; and

7.5.7 Sign, execute and deliver in the name of the Church, all other instruments incident to the Office of Treasurer that are not specifically reserved fa- the President or Council and which are not prohibited by these By-Laws.

7.6   SUCCESSION TO THE PRESIDENT

Whenever there is a vacancy in the office of the President, or when the President, by his written declaration transmitted to the Secretary, states that he is unable or unwilling to discharge the powers and duties of his office, the Office of President will be jointly administered by committee. The committee shall be the senior Elder (in time of ordination to the office of Elder (minister) either by the Worldwide Church of God California or the Church, not in longevity on the Council), the Secretary and the Treasurer. The Committee shall immediately succeed to the office of President until the Council can elect a new President. Such election will be called as soon as possible under the provision concerning meetings of the Council, but in no case shall it be more than ninety (90) days from the date of vacancy.

7.7   LIMITATION ON SALARY OF THE PRESIDENT

The President shall receive no salary for the first one hundred (100) days of the existence of the corporation.

7.8   LIMITATIONS ON COMPENSATION GENERALLY

No officer, Elder or other employee of the Church or Council shall receive a salary in excess of fifteen (15) times the salary of the lowest paid full-time employee of the Church or Council. The Council shall from time to time provide for and employ an outside independent business consulting firm to analysis and make recommendations concerning appropriate salary ranges for all levels of skill and responsibility for all employees or categories of employees of the Church and Council. The Council shall approve salary practices and policies.

7.9  OFFICE OF VICE-PRESIDENT

It is anticipated that various departmentalized functions within the Church and Council might necessitate the appointment of Elders to the office of Vice-President. Such appointments shall be made by the President and approved by the Council.

8.0 ARTICLE 8—MEETINGS OF THE COUNCIL

8.1   ANNUAL MEETING

The Council shall have an annual meeting in the month of December, commencing at a reasonable time and place as determined by the President.

3.2     SPECIAL MEETINGS BY WRITTEN NOTICE

Special meetings of the Council may be called for any lawful purpose by the President or by at least 50% of the entire Council.

3.2.1                 A Special meeting shall be called by written request. The request shall specify the general nature of business proposed to be transacted, and shall be submitted to the Secretary. Once received the Secretary shall cause notice to be given promptly to the entire Council. Such notice shall state that a meeting will be held at a reasonable time, date, and place fixed by the President. The meeting date shall be at least twenty (20) days but no more than sixty (60) days, after receipt of the request. If the notice is not given with twenty (20) days after the request is received by the Secretary, the Elders requesting the meeting may give notice of same to be at a reasonable time and place.

3.2.2                 No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

3.3  ELECTRONIC MEETING

The Council, whether annual meeting or special meeting, may meet in whole or in part via telephone or any other electronic means so long as a quorum is attained and all persons participating in the meeting can hear each other.

8.4   SPECIAL MEETING BY WAIVER OF NOTICE

Special meetings of the Council may be called without notice, at the discretion of the President, or by request of a majority of the entire Council if, and only if, every Elder is present, either in person, or by telephone, and every Elder agrees to waive any notice requirement. Any such special meeting of the Council sh3ll be at a reasonable time and place.

8.5  QUORUM

A Quorum is required for any action to be taken by the Council. A majority of all Elders shall constitute a quorum. Each Elders shall be entitled to one (1) vote. All questions shall be decided by a more than three-fourths (3/4) majority of votes cast unless directly stipulated otherwise in these By-Laws or the Articles of Incorporation.

8.6 VOTING

Each Elder shall have one (1) vote. Voting shall be in person, by telephone, or by proxy signed by the duly authorized representative of the voting Elder. No person other

than another Elder can be the duly authorised representative of an absent Elder for purposes of proxy voting.

8.7  VETO

Every resolution or vote to which the concurrence of the Council is necessary shall be presented to the President and before the same shall take effect, shall be approved by him, or being disapproved by him, shall be re passed by a more than four-fifths (4/5) vote of the Council.

8.8 VOTING BY AGREEMENT OR POOLING PROHIBITED

Vote pooling or other agreements, whether formal or informal, are prohibited.

8.9  DECISION WITHOUT MEETING

Any decision required or permitted to be made by the Council may be made without a meeting if written consent to the decision is signed by a majority of the entire Council.

8.10  NOTICE

Written notice of all meetings, except as provided for above, shall be sent to each Elder at his last known address at least twenty (20) days in advance cf any meeting.

8.10.1              The Secretary shall serve all notices required by law or by these By-Laws, and in case of his inability, refusal or neglect to do so, the President or any five (5) members of the Council shall serve such notices.

8.10.2              Notices shall include the agenda for the meeting.

8.10.3              Notice shall be given by mail, postage prepaid, and shall be deemed to be delivered when deposited in the United States Mail addressed to the person at his address as it appears on the records of the Church.

8.10.4              Whenever any notice is required to be given under the provisions cf the Texas Non-Profit Corporation Act or under provisions of the By-Laws, a waiver signed by a person entitled to notice shall be deemed equivalent to the giving of notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

9.0 ARTICLE 9—COMMITTEES

9.1   CREATION OF COMMITTEES

The Council may charter committees for specified purposes. Any committee so created shall be chaired by an Elder as appointed by the President and approved by the Council. Committees so created shall be vested with responsibilities and powers as approved by the Council.

9.2  ADVISORY COMMITTEES

The Council may create ad hoc advisory committees composed of advisers, who by reason of having special expertise or other qualifications, would from time to time, be beneficial to the management of the affairs of the Church. A participant on an Advisory Committee need not be a member of the Worldwide Church of God Texas.

10.0 ARTICLE 10—POWERS RESERVED

10.1 FINANCIAL OBLIGATIONS

The Council reserves all rights and powers to commit the Church to any contract or other single obligation in excess of five hundred thousand dollars ($500,000.00).

11.0 ARTICLE 11—FINANCIAL MATTERS

11.1   BOOKS AND RECORDS

The Church shall keep correct and complete books and records of accounts and shall also keep the minutes of the proceedings of its Council and committees having and exercising any of the authority of the Council. All books and records of the Church shall be kept at the principle office and may be inspected by any Elder or Officer for any proper purpose at any reasonable time and upon reasonable notice.

11.2  ANNUAL REPORTS

Treasurer shall prepare a report of the financial activity of the Church for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and changes to fund balances, a statement of functional expenses, and balance sheets for all funds.

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11.3      INDEPENDENT AUDIT

If the gross revenues of the Church should for any given year exceed ten (10) million dollars ($10,000,000.00), an independent audit shall be made of the financial records.

11.4  PUBLICATION OF THE ANNUAL REPORTS

The Church's annual report shall be published and transmitted to every Elder and employee of the Church. Additionally, if feasible and to the extend possible, the same shall be sent to each lay member of the Church.

11.5  DISCLOSURE OF FIVE (5) HIGHEST SALARIES

The Church's annual report shall include disclosure of the five (5) highest paid persons and the amount of the annual salary for each.

11.6     LOCAL CONGREGATIONS

Contributions will be accounted for by congregation according to zip code or other appropriate method of tracking the donor with the purpose of making equitable redistribution of income to local congregations.

11.7  ANNUAL BUDGET PERCENTAGES

The Council shall annually evaluate and determine the percentage of income to be allocated from the projected total budget for the following year, such percentages which shall support specific areas of the overall missions of the Church. Such allocation percentages shall be targets but not mandatory, except redistribution to local area

building fund projects or trust fund accounts and redistribution to local area for local evangelism.

11.7.1               Subsidy percentages will be determined for Ambassador University and non-United States congregations which cannot be self-sufficient.

12.0 ARTICLE 12—PROHIBITED ACTIVITIES

12.1      NET EARNINGS

No part of the net earnings of the Church shall inure to the benefit of, or be distributable to its Elders, Officers, or other private persons, except that the Church shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and By-Laws.

12.2  POLITICAL ACTION

No substantial part of the activities of the Church shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Church shall net participate in, or Intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Church shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt form federal income tax under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

13.0 ARTICLE 13--PARLIAMENTARY RULES

13.1 GOVERNANCE

Robert's Rules of Order, Newly Revised shall govern the conduct of all meetings of the Council, provided they do not conflict with the law, the By-Laws or the Articles of Incorporation, in which case the latter will prevail.

14.0 ARTICLE 14—GENERAL PROVISIONS

14.1   FISCAL YEAR

The year of the Church shall begin January 1 and end on December 31.

14.2  CONTRACTS

The Council may authorize any officer or agent of the Church to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Church.

14.3 CHECKS, DRAFTS OR ORDERS

All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Church shall be signed by such Officer or Officers, agent or agents of the Church, and in such manner as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the Treasurer of the Church.

14.4  ORDINATION TO THE MINISTRY DEEMED CONTINUOUS

Any man who was ordained to the ministry while a member of the Worldwide Church of God California, prior to January 7, 1995, is deemed to have continued in that office of the ministry regardless of what actions may or may net have been taken against him by the Worldwide Church of God California, unless the Council shall except for cause and decide to the contrary.

14.5   MEMBERSHIP IN THE CHURCH DEEMED AUTOMATIC

Membership in the Church is deemed automatic for anyone having had member status in the Worldwide Church of God California as of January 7, 1995, unless exception to that is made, for cause, as brought to the attention of the Council by any Elders. If exception is made, the Council will make a ruling on membership status. New members will be welcomed to the Church in accordance with the policies and procedures as provided for in other parts of these By-Laws.

14.6   NONDISCRIMINATORY POLICY

The Church does not discriminate on the basis of race, color, national or ethnic origin in administration of any of its affairs.

14.7  EMERGENCY POWERS

In emergencies involving situations beyond the normal condition of the Church, the President shall, within the limits of available funds or unappropriated surplus, have the power to act with dispatch in matters involving the Church. Any such actions, together with reasons thereof, shall be reported promptly to the Council.

14.8  JUDICIAL AUTHORITY

The Council retains its final judicial authority with respect to the interpretation and enforcement of the By-Laws and with respect to any controversy that may arise thereunder.

15.0 ARTICLE 15—INDEMNIFICATION

15.1 INDEMNIFICATION

Every Elder, statutory officer, or employee of the Church shall be indemnified by the Church against all reasonable expenses and liabilities, including, but not limited to legal fees, reasonably incurred or imposed upon such person in connection with any act or proceeding to which that person may be made a party, or in which such person may become involved, by reason of such person's being or having been an Elder, officer, or employee at the time such expenses are incurred, except in such cases where the person is adjudged guilty of willful misfeasance, gross negligence, or illegal conduct, in the performance of the duties of his office. Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Council approves such settlement and reimbursement as being of all other things rights to which such directors, officer, or employee may be entitled.

16.0 ARTICLE 16—DISSOLUTION

16.1   LIABILITIES AND OBLIGATIONS

All liabilities and obligations of the Church shall be paid, satisfied, and discharged, or adequate provision shall be made prior to distribution of assets.

16.2  DISTRIBUTION OF ASSETS

The remaining assets after all liabilities and obligations have been met shall be transferred or conveyed to one or more domestic non-profit corporations, societies, or organizations exempt form the payment of federal income tax pursuant to Section 501(c)(3) of the Internal Revenue code of 1954 or any successor provisions as determined by majority vote of Council.

17.0  ARTICLE 17—AMENDMENTS

17.1   AMENDMENT OF BY-LAWS

The Council shall have the authority to amend these By-Laws. Proposed amendments shall be provided to each Elder no less than three (3) days prior to a vote, and such amendments shall require approval by a three-fourths (3/4) majority of the entire Council.

CERTIFICATE OF THE INITIAL DIRECTORS

We the undersigned initial directors dc hereby certify that the foregoing is a true and correct copy of the FIRST AMENDED CONTSTITUTION AND BY-LAWS of the WORLDWIDE CHURCH OF GOD TEXAS and have been adopted by us on March 8, 1995.

George E. Crow, President William D. Crow, Secretary Hubert R. Caudle, Treasurer

BY-LAWS, WORLDWIDE CHURCH OF GOD TEXAS

Adopted March 8, 1995

Date: Tue, 4 Apr 1995 13:03:57 -0400

From: Mai

Subject: wcgt- 2 updates (5)

The MalNet Report - Worldwide Church of God-Texas

5.1.2    We believe Jesus of Nazareth was the Messiah, the Christ, the divine Son of the living God, begotten of the Holy Spirit, born in the human flesh of the virgin Mary, and that He is true God and true man; that God created all things by Jesus Christ, and without Him was not anything made that was made.

5.1.3    We believe in the Holy Spirit, as the Spirit of God and of Christ Jesus; the power of God with which all things were created and made; that through the Holy Spirit, God is everywhere present; that the Holy Spirit is divine Love, Faith, Understanding, Power, Joy, and all the attributes of God;—the Spirit of life eternal.

5.1.4    We believe the Scriptures of the Old and New Testaments are God's revelation and complete expressed will to man, inspired in thought and word, and infallible in the original writings; that they are of supreme and final authority in faith and in life, and the source of Truth. We believe all teachings contrary to the Holy Bible are false. Y/e accept the Bible alone, and not the Bible and "something else."

5.1.5    We believe Satan is a personality, a spirit being; and as the Devil is the adversary of God and the children of God; and that he now has dominion over the world which God allowed him for a definite "week" of seven thousand-year days—the first six: of which are his six working days for his labor of deception, leading the children of Adam into rejection of God's law/ and therefore rebellion against God—the seventh thousand-year day of which will be the DAY OF THE LORD (the seventh day is the Sabbath of the Lord thy God), during which Satan will be forced to rest from his work of deception while Christ rules the nations of the earth. Satan's power is merely to influence and lead, not to force men arbitrarily against their will. He has ruled by deception with the aid of a host of demons which are rebellious angels, spirit beings, who have followed Satan in his

rebellion.

5.1.6    We believe man was created in the image of God, formed of flesh, which is material substance, living by the breath of life, and is wholly mortal, subject to corruption and decay, without possibility of eternal life inherent in himself, except as the gift of God under God's terms and conditions as expressed in the Bible; that God placed before the first man, Adam, his free choice of eternal life through obedience to God's commandments, or death through sin; that Adam sinned, thereby incurring the death penalty without having received eternal life, having yielded to the temptation of Satan, and that the sinful fleshly nature with its sensual desires and its pride passed on all men, so that all become sinners, thus bringing upon themselves the penalty, death.

5.1.7    We believe sin is the transgression of the Law; that the Law is spiritual, perfect, holy, Just, and good, summed up in the word "LOVE"; that it involves the two great principles of love to God, and love to neighbor, and that the Ten Commandments compose the ten points of that Law, and that the breaking of only one point makes one guilty cf sin. We believe this fundamental spiritual Law reveals to us the only right and true way to lifo—the only possible way of happiness, peace and joy; that it has existed from Adam, is immutable and binding throughout eternity; and that all unhappiness, misery, poverty, anguish, and woe has come from its transgression.

5.1.8    We believe God so loved this world cf helpless sinners that He GAVE His only begotten son, who, though in all points tempted as we are, lived without sin in the human flesh, and died for us as a representative and substitutionary sacrifice, thus making it legally possible for man's' sins to be forgiven and for God to release him from their sins.

The MalNet Report - Worldwide Church of God-Texas

WORLDWIDE CHURCH OF GOD TEXAS POST OFFICE BOX 30 KATY, TEXAS 77492-0030

(713) 391-9564

March 14, 1995 FIRST UPDATE

Dear Ministers, Brothers and Sisters in Christ:

First, let us apologize for the many typos on the cover letter dated March 9, 1995. In the multitude of counselors there is safety. That may apply to proofreaders as well.

Please understand that we harbor no grand delusions regarding our own importance in this matter, nor do we have personal ambitions other than to facilitate a cohesive and orderly reorganization of the Church. We realize that others may have already put together similar programs that may be possible vehicles. Again, we don't know. We certainly do not mean to offend any other groups among us that may have their hearts in the right place and are moving in a similar direction.

In order to fully understand and appreciate the spirit of this effort, we encourage you to carefully read the By-Laws.

We will give you an update concerning the feedback that we have received and discuss some amendments that we have made to the By-Laws.

Over the weekend we received about forty (40) calls. The calls ranged from cautiously optimistic to euphorically supportive. The feedback is appreciated and most helpful. Some callers pointed out a couple of weak spots we will now address.

The first weakness has to do with the office of President. Texas statutes, as most state statutes, require corporations to have a president or its functional equivalent by some other name. We consider the office a statutory office, not an ecclesiastical office. We consider the office a business,

legal and managerial office, not a career track to be the next Pastor General. Even the use of the word General implies power vested in one man. That needs to be avoided. We

thought the issue would not come up because of the safeguards already in the By-Laws; however, the issue has been raised.

One of the advantages of having a document that sets forth rules for the organization is that the document is metaphorically a living and breathing instrument. It can and will be amended to serve the needs of the Church and Council. The amendment process, of course, takes consensus. We met on March 13, 1995, for the purpose of amending the By-Laws to specifically address the questioned areas.

The Original By-Laws read:

7.3 OFFICE OF PRESIDENT

The MalNet Report * Worldwide Church of God-Texas

The President shall be the Chief Executive Officer of the Church. The President shall:

The First Amended By-Laws read:

7.3 OFFICE OF PRESIDENT

The President shall bs the Chief Executive Officer of the Church as provided for in the Texas Non-Profit Corporations Act. The office of President is not an ecclesiastical office vested with doctrinal decision-making authority. The title of the office may not be changed nor include the title Pastor General or Apostle. The President shall:

As the By-laws now stand, only the entire Council could vest these offices or titles on any man. Only time and the fruits will dictate whether this issue should ever be revisited by the entire Council. We don't know. We are simply eliminating the issue for now.

Obviously, being a local church elder arid a lawyer does not give one the authority, wisdom or knowledge to unilaterally decide doctrine.

Another issue raised was that of nepotism. We agree with that and have therefore added a provision.

The First Amended By-Laws read:

14.9 NEPOTISM

No two (2) statutory officers and/or Vice-Presidents may be lineal relatives, by blood or marriage, to the second degree.

In other words, no father and son or father and grandson could serve in those offices at the same time.

To avoid internal inconsistency created by the addition of Article 14.9 we amended Article 7.2.

*

The Original By-Laws read: 7.2 INITIAL OFFICERS

The initial Officers as elected at the organizational meeting and who are hereby appointed upon adoption of these By-Laws are as follows:

President — George E. Crow

Secretary — William D. Crow

Treasurer — Hubert R. Caudle

Said officers, by adoption of these By-Laws as the original incorporators, do hereby

certify that each will voluntarily resign their respective office prior to expiration of their

respective term, if requested to do so upon petition by a three-fourths (3/4) majority of

the entire Council, but only when the Council shall consist of more than twenty-four (24)

Elders who have at least the ministerial rank of Pastor, upon prior ordination by the

Worldwide Church of God California, and further, only after the corporation has existed for one hundred (100) days.

The First Amended By-Laws read:

7.2 INITIAL OFFICERS

The initial Officers as elected at the organizational meeting and who were appointed upon adoption of these By-Laws are as follows:

President — George E. Crow

Secretary — William D. Crow

Treasurer — Hubert R. Caudle We, the original incorporators and initial officers, harbor no grand delusions regarding our own importance in this matter, nor do we have personal ambitions other than to facilitate a cohesive and orderly reorganization. We will be happy to bow out when our services are no longer required. Said officers, by adoption of these First Amended By-Laws as the original directors, do hereby certify that each will voluntarily resign their respective office prior to expiration of their respective term, if requested to do so upon petition by a three-fourths (3/4) majority of the entire Council, but only when the Council shall consist of more than twenty-four (24) Elders who have at least the ministerial rank of Pastor, upon prior ordination by the Worldwide Church of God California, and further, only after the corporation has existed for one hundred (100) days. Further, in order to provide effect to Article 14.9, the office of Secretary, as currently held by William D. Crow, will be vacated on or before the expiration of his initial term as provided for elsewhere in the By-Laws.

Some asked whether the required annual meeting could be held outside of Texas. The answer is definitely, yes. The annual meeting could be held at any reasonable time and place with economics and logistics being the most important factors in selecting a site.

Another question concerns the name WORLDWIDE CHURCH OF GOD TEXAS and whether it

could be changed. The answer is yes. There may be a more appropriate name. We don't know. If the Council should choose a different name, the legal process for changing it is relatively simple so long as the name is available.

Another issue needs clarification. This structure is not a classic democracy. Democracy usually implies majority rule, 50 plus one (1). The By-Laws do not envision annual elections and political maneuvering. There should be little concern about the pros and cons of a democracy versus a hierarchy. This is not a democracy. Instead, it is a structure that has as its premise that if a consensus cannot be achieved, stalemate is preferable. This structure requires consensus concerning the major business and doctrinal issues.

When you have read carefully the entire By-Laws it should be clear that the Council is not limited to twenty-four (24) members. !In fact, the Council conceivably and hopefully will consist of hundreds of men. The question then becomes, does the structure get so unwieldy as to be unworkable? Of course, that is possible. The problem can be solved by the entire Council when and if it becomes necessary.

Another question concerned tax status. The corporation is tax-exempt. Any church is presumptively tax exempt so long as its activities do not disqualify it.

The final question that came up was what to do about the many correct decisions made by Mr. Tkach over the last decade. Maybe 35$ or more of the changes made were correct.

The MalNet Report - Worldwide Church of God-Texas

The problem is, of course, the 5* that are fatally flawed. We hoped the By-Laws indicated as much. Carefully read Articles 5.2, 5.3, and 5.4. One important duty of the Council will be to decide which, if any, of the peripheral issues (which were raised by responses this weekend) will need to be reconsidered. Peripheral issues may include such things as birthday, make-up, etc.

From the human point of view this structure may not be conventional or even the most practical. However, the critical ingredient that can make it work is God's Holy Spirit.

The days and weeks ahead will be difficult. Keep the faith. Be courageous.

Respectfully submitted,

WORLDWIDE CHURCH OF GOD TEXAS

By___________________________________

By__________________________________

By___________________________________

WORLDWIDE CHURCH OF GOD TEXAS POST OFFICE BOX 30 KATY, TEXAS 77492-0030

(713) 391-9564 March 24, 1995

SECOND UPDATE

Dear Ministers, Brothers and Sisters in Christ;

We want to thank you for the helpful comments we have received. It seems remarkable that so many individuals are arriving at similar conclusions independently.

Most agree that nc matter how this present crisis is resolved, we must not get bogged down in campaigns of bitterness and anger against' any individuals in Pasadena with whom we disagree doctrinally. We must never spend time or resources disparaging any group with whom we have doctrinal differences.

Over the past week we received several comments about the By-Laws that we will now address.

Some people are uncomfortable with the use of the words "Lord's Supper" in Section

5.1.11 of the Fundamentals of Belief. The context of Section 5.1.11 makes it plain that "Passover" is the subject.

5.1.11              We believe in TWO ORDINANCES for this age; water baptism by immersion, into Jesus Christ (not a denomination) for the remission of sins, following genuine repentance; and the Lord's Supper as continuation of the Passover, observed at night on the anniversary of the death of our Saviour, the 14th of Abib.

Please carefully review the entirety of Article 5.0. Section 5.1 discusses the source of the document Fundamentals of Belief.

5.1 The Church accepts, follows and adopts the biblical, religious beliefs as set forth in the document entitled Fundamentals of Belief, which was promulgated and in force and effect at the time of the death of Herbert W. Armstrong, Pastor General, Worldwide Church of God California. Said document is the foundational and controlling codification and memorialization of the Church's basic doctrines as gleaned from the Holy Scriptures and as approved and ratified by Herbert W. Armstrong. What follows is a version of this document available to the initial directors at the time these By-Laws were first adopted, and further it is believed that what follows is the version in effect at the death of Herbert W. Armstrong. If a superseding version of this document is discovered after the adoption of these By-Laws, that version is deemed to supersede and is hereby incorporated by reference for all purposes, as if set out verbatim.

The Fundamentals of Belief is not a compilation of our words or ideas. We incorporated into the By-Laws what we believe to have been in force in 1986 and, therefore, reflecting the Church's official position in 1986. If we had conclusive evidence that the Church had changed its thinking on this language, we might have had a basis for changing it. We had no such evidence.

Others have commented about the paragraph in our March 14, 1995, First Weekly Update which follows:

"The final question that came up was what to do about the many correct decisions made by Mr. Tkach over the last decade. Maybe 95* or more of the changes made were correct. The problem Is, of course, the 5% that are fatally flawed. We hoped the By-Laws indicated as much. Carefully read Articles 5.2, 5.3, and 5.4. One important duty of the Council will be to decide which, if any, of the peripheral issues (which were raised by responses this weekend) will need to be reconsidered. Peripheral issues may include such things as birthdays, make-up, etc."

We used 95 versus 535 only as an arbitrary ratio to make a point. Maybe the correct ratio is higher or lower. The ratio was not the point. The point was that fatally flawed doctrines must be readdressed by the Council.

Additionally, we did not intend to suggest that peripheral issues such as birthdays and make-up should be revisited. In fact, our opinion is the opposite. However, the point we intended to make is that the original incorporators are not in a position to determine which doctrines are revisited. That will be work for the Council.

Finally, many have asked, "Who are you guys, anyway?" In response, we thought it might be helpful to give you a brief biography for each of the initial incorporators.

George E. Crow, age 49. Born in Middletown, Ohio. Grew up on a small family farm.

Family owned and operated several retail stores in Ohio. My wife Rosemary and I have two sons and two daughters-in-law, all Ambassador graduates. Family had ties to the Quakers, Lutherans and Presbyterians. We first heard the World Tomorrow broadcast on WLW radio in 1964, Rosemary and I came into the church in St. Louis, in 1970. I was ordained a LCE in Indianapolis by Vernon Hargrove and Frank McCrady, Jr. in 1984. Received a B.S. in Social Science-University of Cincinnati; A.S. Aeronautical Technology-Saint Louis University; M.B.A. Marketing Communications-Indiana University; J.D.-South Texas College of Law. Hold several FAA licenses including an Airline Transport Pilot certificate. Have 25 years of management and legal experience, including 7 years with major aircraft manufacturer, 10 years with perishable tooling manufacturer and 7 years as a trial attorney with a civil litigation law firm concentrating in aviation law litigation.

William D. Crow, age 24. Born in Florissant, Missouri. Grew up in suburban Indianapolis, Indiana. Reared in the Church. Baptized in 1989. In 1990, received an A.S. in Theology from Ambassador College, Pasadena, California. In 1992, graduated from Ambassador College (University), Big Sandy, Texas, with a B.S. in Business Administration and Theology. Married to Kari Hope in 1992. In 1994, received a J.D. from the University of Houston Law Center, Houston, Texas. Worked 5 years for the Worldwide Church of God, Pasadena, California, in positions ranging from SEP counselor to assistant to the tax manager. Worked last 2 years in the legal field.

Hubert R. Caudle, age 54. Born in Breckenridge, Texas. Parents and grandparents were farmers, ranchers and independent business people. Came into the church in Toledo, Ohio in 1966. My wife Martha and I were ordained deaconess and deacon in 1986, in Houston. We have three sons, all Ambassador graduates. In 1962, graduated from Baylor University, Waco, Texas, with a BBA, and in 1963, with a BAcc (Accounting) degree. Hold a CPA certificate in Texas and have over 30 years of finance and controllership experience, including 10 years Corporate Treasurer for a large, privately-held, multinational petrochemical company.

Respectfully submitted,

WORLDWIDE CHURCH OF GOD TEXAS

By_________________________________

By_________________________________

By_________________________________

HUMOR

TIPS FOR GLOBAL CHURCH OF GOD

SONGLEADERS

KANSAS CITY CONGREGATION ONLY

Please remember we don't want to offend any of our members/tentative members or others included in attendance count. Let's be sensitive to the varying levels of dedication within the congregation. Here are some suggestions to provide variety.

1. Those who think the tribulation will come within 20 years on verse
2. Everybody on the chorus.
3. Those who think the tribulation will come during their lives on verse 2
4. Everybody on the chorus
5. Those who think singing only Dwight Armstrong hymns IS the tribulation on verse 3
6. Everybody on the chorus Everybody on verse 4 and chorus
7. Those who stood up for the truth before 1/1/95 on verse 1
8. Those who stood up for the truth after 1/1/95 on verse 2
9. Those who joined Global only under duress by declaration on verse 3
10. Everybody on verse 4

-OR-

1. Women who wear only dresses to uphold high standards on verse 1
2. Only men on the chorus
3. Women who wear pants because they don't know Global disapproves on verse 2
4. Only men on the chorus
5. Women who wear pants because they DO know Global disapproves on verse 3
6. Only men on the chorus
7. Everybody on verse 4 and the chorus