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[stamp]
Armstrong
PFL/DEFT EXHIBIT 3
WIT: Farny
PENNY L. GILMORE, Reporter
7-12-94
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REVISED BYLAWS
OF
CHURCH OF SCIENTOLOGY INTERNATIONAL
(A Nonprofit Religious Corporation formed and operated
pursuant to the laws of the State of California)
PREAMBLE
The CHURCH OF SCIENTOLOGY INTERNATIONAL (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.
ARTICLE I
The Church
The corporation shall accomplish its purposes through
and by means of the operations and activities of a church
known as the "Church of Scientology International" and here-
inafter referred to as "the Church".
The Church is the ecclesiastical "Mother Church" of
the many churches within and without the United States which
have been and will be organized for the purposes of the
religion of Scientology, all bound together as elements of
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one international and hierarchical church by voluntary and
self determined agreement upon and adherence to the following:
1. The goals, tenets, doctrines, codes, Creed,
policies and practices set forth in the Scriptures (as
hereinafter defined); and
2. Recognition of the ecclesiastical authority
of the hierarchy of the Mother Church; and
3. Governance in ecclesiastical matters by
said hierarchy.
The Trustees, Directors, Officers and agents of the
corporation shall be bound by and shall observe the fore-
going to the end that the operations and activities of this
corporation shall support and maintain the Church as a
church of Scientology in good standing in accordance with
the Scriptures; 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.
ARTICLE II
Definition of Terms
As they are used in these Bylaws:
a. "Articles" shall mean the Articles of
Incorporation of this corporation filed on November 19,
1981, as may be amended from time to time.
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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
its 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. "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.
f. "Mailed" shall mean deposited in the United
States mail, postage prepaid, addressed according to the
records of the corporation.
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g. 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.
ARTICLE III
Purposes
Section 1. Church of Scientology. 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 seiences 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 ques-
tion or a problem may be spiritually assisted or guided to
the end that the person is able to answer his own questions
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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.
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, 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. Publication and distribution of religious
literature and other sectarian aids in order to propagate
and disseminate Scientology; and
d.
Establishment of religious cultural
centers.
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e. Minister to the spiritual needs of its
staff and the clergy of Scientology Churches and Missions
throughout the World through the conduct of religious
services, both group and individual, and the provision of
religious instruction to such persons and to Scientologists
throughout the World.
Section 2. Mother Church. In addition to the fore-
going, the Church, as the Mother Church, shall oversee and
manage the ecclesiastical affairs of all other churches of
Scientology to ensure and maintain the purity and integrity
of the religion of Scientology. Further, the Church shall
be responsible for the overall propagation of the religion
of Scientology throughout the World and for the enforcement
of the ecclesiastical tenets of the religion as set forth in
the Scriptures. In managing the ecclesiastical affairs of
all churches of Scientology, the Church shall have as its
purpose the responsibility of keeping Scientology working
(that is, getting the correct technology applied correctly).
ARTICLE IV
Creed
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 rights.
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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 kind.
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 fields.
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.
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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.
ARTICLE V
Membership
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.
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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
parishioner shall agree to abide by the Creed; the Auditor's
Code and the Scientology Code of Honor.
ARTICLE VI
Trustees
Section 1. Purpose. The sole purpose of the Board
of Trustees shall be to elect Directors of the corporation.
In furtherance of this purpose the Trustees may remove a
Director who fails to meet the qualification of 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 five (5) 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 five (5) or increase the number above seven (7).
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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 and remains:
a. Well-versed in the Scriptures;
b. Well-versed in the Scientology Ethics and
Justice System;
c. A proven Scientology executive, as
evidenced by statistics;
d. A duly ordained minister of Scientology in
good standing pursuant to those principles set forth in the
Scriptures; and
e. Has attained the age of majority.
Section 4. Election. The initial Trustees of the
corporation shall be elected at the meeting next following
the meeting of the Board of Directors adopting these Bylaws.
The Trustees shall have lifetime tenure, subject, however,
to termination as provided in Section 7.
Section 5. Vacancies. A vacancy in 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.
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a. Vacancies in the Board of Trustees may be
filled by a majority of the remaining Trustees, though less
than a quorum, or by a sole remaining Trustee.
b. In the event the Board of Trustees is
unable to fill vacancies because of the death or disquali-
fication 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 as a singular circumstance) appoint individuals to
fill all vacancies on the Board of Trustees, who must them-
selves 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 resignation.
b. Pursuant to the Scientology ethics and
justice system, a person's post as Trustee may be termi-
nated 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 automatic-
ally terminate if he or she at any time fails to meet the
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qualifications for Trustee which are stated in paragraphs
(a), (b), (c) and (d) of Section 3 of this Article.
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 Directors.
ii. Election or removal of Trustees.
c. Call of Meetings. A special meeting of the
Trustees may be called by any Trustee.
d. Notice of Meetings. When required, notice
of a 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,
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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 were 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 secure place.
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
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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.
ARTICLE VII
Board of Directors
Section 1. Function and Authority of the Board.
a. Generally. The activities and affairs of
the corporation, as distinguished from the ecclesiastical
affairs of the Church, shall be managed and coducted <sic>, and all
corporate powers shall be exercised, by or under the direction
of a Board of Directors, consisting of five (5) natural
persons. The authorized number of directors may be changed by
a bylaw amending this Section 1(a) duly adopted by the
unanimous vote of the Directors; provided however that the
Directors shall not have the power to reduce the number of
Directors below three (3) or increase the number above five
(5). The Directors in general shall have all applicable powers
conferred, permitted, or authorized by law as directors of a
nonprofit religious corportion, including the power to
purchase, lease, encumber by mortgage or deed
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of
trust, sell, pledge and convey property of the corpora-
tion, and to borrow funds for the use and benefit of the
corporation. Each Director shall have access at all times
to the books and records of the corporation.
b. Particular Functions. More particularly,
and without limiting its power and authority in general, the
Board of Directors may, in its sole discretion:
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 therefor;
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 Directors, the delegation of
which is permitted by law and consistent with the
Articles;
iv. Publish and disseminate books,
periodicals, pamphlets, tracts, sermons, films, tapes
and pictures in furtherance of the purposes of the
corporation; and
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v. Change the principal office of the
corporation from one location to another, and
establish and locate subsidiary offices of the
corporation.
c. Special Duty of the Board. It shall be a
special duty of the Board of Directors 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
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exempt from general income taxation as an organiza-
tion described in section 501(c) (3) of the Internal
Revenue Code of 1954; as amended.
Section 2: Election and Tenure of Directors.
a. Election. Directors shall be elected by
majority vote of the Trustees of the corporation. The
Trustees shall elect one of the Directors as Chairman of the
Board. Trustees may not cumulate votes in electing
Directors. Regular elections of 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
Directors. Directors may not be'elected from among the
Trustees. Directors shall hold office for one year or until
the next annual meeting of the Trustees, whichever period is
shorter. Directors may be re-elected.
b. Compensation.
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
Director and in order to continue to serve as a Director,
each 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
Director only so long as he is and remains:
i. Well-versed in the Scriptures;
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ii. Well-versed in the Scientology Ethics
and Justice system;
iii. A proven Scientology executive; or a
proven auditor, or case supervisor: as evidenced by
statistics;
iv. A duly ordained minister of
Scientology in good standing pursuant to the princi-
ples set forth in the Scriptures; and
v. Has attained the age of majority.
d. Removal. Upon an affirmative vote of a
majority of the Trustees, a 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, as
set forth in Articles I through IV of these Bylaws.
Section 3. Meetings of Directors.
a. Call of Special Meetings. Special meetings
of the Hoard of Directors may, be called by the Chairman, or
by any two Directors, or by the President.
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b. Notice. Notice of all special meetings of
the Board of Directors, or of an annual meeting to be held
at a time or place other than a time or place fixed by
resolution of the Board of Directors, shall be given to each
Director.
c. Waiver of Notice. Transactions of any
meeting of the Board; 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 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 Board of Directors. 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
authorised shall constitute a quorum of the Board of
Directors for transaction of business or for taking of
action which maybe taken with less than unanimous consent
of all Directors.
e. Minutes. The Directors shall designate one
of their number or an officer of the corporation to keep minutes of their
meetings.
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f. Adjournment. 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 Board of Directors shall be held no less
often than annually. 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 Board of
Directors, and, once so fixed, shall not be subject to the
notice requirements of subsection (b).
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 Board of Directors
may be taken without a meeting if all Directors consent in
writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of
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