Boogie on Down: A Corporation with Sole

Most of you have heard that the LDS Church corporation is called a Corporation Sole.  All LDS businesses are owned under two sole-corporations: The Corporation of the President of the COJCOLDS, and The Corporation of the Presiding Bishopric of COJCOLDS.

What is a corporation sole?  It's a very hip, cool thing, if you're at the top of the multi-level pyramid.  Thomas S. Monson currently is the top dog and owner of all that is LDS inc.  That's estimated at upwards of $40-60 BILLION in assets.

Officially, a corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole") man.  This allows corporations to pass without interval in time from one office holder to the next successor-in-office, giving the positions legal continuity with subsequent office holders having identical and sole-ownership powers to their predecessors.  Now, what can Thomas S. Monson do with this ownership?

Let's take a look at the internal memos at LDS Inc on this matter.  The original articles of incorporation were drafted in 1923, by Heber J. Grant and his counselors.  (Scans of the original documents and amendments since are now posted in a 2014 blog here.)  I'll show you that later.  Most interesting is the fifth amendment.  (I posted a link and the entire articles of incorporation at the bottom.)

The articles of incorporation for the Sole LDS inc were amended by Harold B. Lee to account for the end or demise of the LDS incorportion.

The 5th amendment text reads:

"Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code."

"Upon the winding up and dissolution of this corporation" --did you catch that??   The Brethren, back a few decades ago, expected that the stone rolling forth without hands would not fill the earth.  It will wind up and dissolve.  And what will happen to the considerable wealth, property and ownership of businesses?  It will go to a non-profit "fund" that can take on the form of a "corporation" (or, in case you feel squeamish about that, they added "charitable, educational, religious or scientific" to cover most any base they wish)

 The vagueness of which non-profit would get the assets is clearly intentional.   Yes, they have a plan. 

Now, what defines and decides this winding up and dissolution point?  And who can really end up holding the lucrative bag of non-profit handovers?

The second amendment allows LDSinc to give property to any member they wish.

"The object of this corporation shall be to acquire, hold and dispose of such real and personal property as may be conveyed to or acquired by said corporation for the benefit of the members ...this corporation shall have power, without any authority or authorization from the members of said Church or religious society, to grant, sell, convey, rent, mortgage, exchange, or otherwise dispose of any part or all of such property."

Did you catch that?  I italicized it for you.  The sole owner can convey in any manner they want any of the property or wealth held by the LDS corporation sole.  

As a member, not anyone of us, except the sole owners at the top, can do anything about what happens to the property.  Membership in the church is almost entirely comprised of being on a list owned by Intellectual Reserved Inc, a business unit under the LDS coproration sole. As such, you are nothing more than a subscriber to meetings and information given out about the church. You own no part of it as a member.  Your baptism and sealing are purely ornaments to your membership number.


If the church imploded or winded or dissolved, legally, the members on that list have no legal rights.  If the gig were up tomorrow, you would get nothing as a member.   Every year, the church re-iterates this on your donation statement: You received no goods or services, only intangible blessings for your donations. 

 They also specify on that same donor slip:   all donations become the Church's property and will be used at the Church's sole discretion to further the Church's overall mission.

Who has that "sole discretion"?  The fourth amendment places all the power to give what they wish and do what they want with all funds to the president as a corporation sole...

"The title of the person making these articles of incorporation is "President of the Church of Jesus Christ of Latter-day Saints." He and his successor in office shall be deemed and are hereby created a body politic and corporation sole with perpetual succession, having all the powers and rights and authority in these articles specified or provided for by law. But in the event of the death or resignation from office of the President of the Church of Jesus Christ of Latter-day Saints..."

In other words, the prophet is still legally in charge and the disposition even in the dissolution is decided by the president.

If the church leaders wanted to, they could find round-about ways to distribute the mega-amassed wealth of the LDS corporation sole, and eventually giving it to themselves through "laundering" techniques.  Would they do that?  Probably only if they realized the gig is up.  That could be in the next decade.  Tithings fall off, members learn the truth.  A church is only worth its membership rolls.  However, a $60 Billion corporation sole is eternal.  You think they'll just let that wither and die?  Not at all.  They can plant it in an off-shore account and nurse it to full health with a good supply of beach-side margaritas.

Source: Scans of the original documents and amendments since are now posted in a 2014 blog here.

Another reprint of them:  http://user.xmission.com/~research/central/chorg3.htm

Here is the official regisrty with the state of Utah.
https://secure.utah.gov/bes/action/details?entity=555534-0145

Below is a reprint of the LDS articles of incorporation for archival purposes.

Corporation of the PresidentARTICLES OF INCORPORATION
of the
CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS
CHRIST OF LATTER-DAY SAINTS.UNITED STATES OF AMERICA,
STATE OF UTAH
COUNTY OF SALT LAKE
I, the undersigned, having been duly chosen and appointed President of the Church of Jesus Christ of Latter-day Saints, in conformity with the rites, regulations and discipline of said Church, being desirous of forming a corporation for the purpose of acquiring, holding and disposing of Church or religious society property, for the benefit of religion, for works of charity and for public worship, under and pursuant to the provisions of Chapter 3, Title 19, of the Compiled Laws of Utah, 1917, on "Churches and Religious Societies," and all acts amendatory thereof and supplementary thereto, for that purpose do hereby make and subscribe, in duplicate, the following


ARTICLES OF INCORPORATIONFirst: The name of this corporation shall be the CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS.
Second: The object of this corporation shall be to acquire, hold and dispose of such real and personal property as may be conveyed to or acquired by said corporation for the benefit of the members of the Church of Jesus Christ of Latter-day Saints, a religious society, for the benefit of religion, for works of charity and for public worship. Such real and personal property may be situated, either within the State of Utah, or elsewhere, and this corporation shall have power, without any authority or authorization from the members of said Church or religious society, to grant, sell, convey, rent, mortgage, exchange, or otherwise dispose of any part or all of such property.
Third: The estimated value of the property of which I hold the legal title for the purpose aforesaid, at the time of making these Articles of Incorporation, is One Million, Five Hundred Thousand Dollars.
Fourth: The title of the person making these Articles of Incorporation is "PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS."
Fifth: The corporate seal shall contain the words, "Corporation of the President of the Church of Jesus Christ of Latter-day Saints," and an impression thereof is hereto affixed.
[Seal] [Signed] Heber J. Grant
President of the Church of Jesus
Christ of Latter-day Saints.
STATE OF UTAH
SS:
COUNTY OF SALT LAKE
On this 26th day of November, 1923, before me, Arthur Winter, a Notary Public in and for said County, personally appeared HEBER J. GRANT, who is known to me to be the person whose name is subscribed to the foregoing instrument as President of the Church of Jesus Christ of Latter-day Saints, and duly acknowledged to me that he executed the same as such President.
[Seal] [Signed] Arthur Winter
Notary Public
Residing at Salt Lake City, Utah.
My commission expires Dec. 1, 1923.

---

AMENDMENT TO
ARTICLES OF INCORPORATION
of the
CORPORATION OF THE PRESIDENT OF THE CHURCH OF
JESUS CHRIST OF LATTER-DAY SAINTSUNITED STATES OF AMERICA
STATE OF UTAH ss.
COUNTY OF SALT LAKE
HEBER J. GRANT, being first duly sworn, deposes and says:
That he is now and for more than twenty years last past has been the duly chosen and appointed President of the Church of Jesus Christ of Latter-day Saints and as such President has been since on or about the 26th day of November, 1923, and now is, the legally constituted Corporation of the President of the Church of Jesus Christ of Latter=day Saints, a corporation sole; that under and pursuant to Section 18-7-5 R.S.U. 1933 he hereby amends Article "Fourth" of said Articles of Incorporation as now of record in the proper offices of this and other states, said article as amended to read as follows:


ARTICLE FOURTHFourth: The title of the person making these articles of incorporation is "President of the Church of Jesus Christ of Latter-day Saints." He and his successor in office shall be deemed and are hereby created a body politic and corporation sole with perpetual succession, having all the powers and rights and authority in these articles specified or provided for by law. But in the event of the death or resignation from office of the President of the Church of Jesus Christ of Latter-day Saints, or in the event of a vacancy in that office from any cause, the President or Acting President of the Quorum of the Twelve Apostles of said Church, or one of the members of said Quorum thereunto designated by that Quorum, shall, pending the installation of a successor President of the Church of Jesus Christ of Latter-day Saints, be the corporation sole under these articles, and the laws pursuant to which they are made, and shall be and is authorized in his official capacity to execute in the name of the corporation all documents or other writings necessary to the carrying on of its purposes, business and objects, and to do all things in the name of the corporation which the original signer of the articles of incorporation might do; it being the purpose of these articles that there shall be no failure in succession in the office of such corporation sole.
[Signed] Heber J. Grant
President of the Church of Jesus
Christ of Latter-day Saints,
corporation sole.
[Seal]
Subscribed and sworn to before me this 18 day of June, 1940.
[the name of Notary Public not shown on copy of amendment]
(Original in State of Utah Archives, Salt Lake City, Utah)

---

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF THE
CORPORATION OF THE PRESIDENT OF THE CHURCH OF
JESUS CHRIST OF LATTER-DAY SAINTS
A UTAH CORPORATION SOLEPursuant to the provisions of Section 16-7-5 of the Utah Code Annotated 1953 (as amended) relating to amendments of articles of incorporation of corporations sole, the CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah Corporation Sole, does hereby amend its Articles of Incorporation by adding an additional Paragraph V thereto as follows:

Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this 19th day of November, 1973.
CORPORATION OF THE PRESIDENT OF THE
CHURCH OF JESUS CHRIST OF LATTER-DAY
SAINTS, a Utah Corporation Sole
By: [signed] Harold B. Lee
Harold B. Lee, Corporation Sole
STATE OF UTAH ) ss:
County of Salt Lake )
HAROLD B. LEE, being first duly sworn, deposes and says: That he is now and ever since July 7, 1972, has been the duly chosen and appointed President of The Church of Jesus Christ of Latter-Day Saints and, as such president, is now and ever since said date has been the legally constituted CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah Corporation Sole; that the original Articles of Incorporation of said Corporation Sole were executed by Heber J. Grant, President of The Church of Jesus Christ of Latter-Day Saints; that he, Harold B. Lee, is the successor in office to the said Heber J. Grant; that he, Harold B. Lee, executed the foregoing Articles of Amendment as said Corporation Sole.
[signed] Harold B. Lee
SUBSCRIBED AND SWORN to before me this 19th day of November, 1973.
[signed] Wilford W Kirton, Jr
NOTARY PUBLIC
Residing at Salt Lake City, Utah
My commission expires:
2-3-77

---

Articles of Incorporation as amended:

ARTICLES OF INCORPORATIONFirst: The name of this corporation shall be the CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS.
Second: The object of this corporation shall be to acquire, hold and dispose of such real and personal property as may be conveyed to or acquired by said corporation for the benefit of the members of the Church of Jesus Christ of Latter-day Saints, a religious society, for the benefit of religion, for works of charity and for public worship. Such real and personal property may be situated, either within the State of Utah, or elsewhere, and this corporation shall have power, without any authority or authorization from the members of said Church or religious society, to grant, sell, convey, rent, mortgage, exchange, or otherwise dispose of any part or all of such property.
Third: The estimated value of the property of which I hold the legal title for the purpose aforesaid, at the time of making these Articles of Incorporation, is One Million, Five Hundred Thousand Dollars.
Fourth: The title of the person making these articles of incorporation is "President of the Church of Jesus Christ of Latter-day Saints." He and his successor in office shall be deemed and are hereby created a body politic and corporation sole with perpetual succession, having all the powers and rights and authority in these articles specified or provided for by law. But in the event of the death or resignation from office of the President of the Church of Jesus Christ of Latter-day Saints, or in the event of a vacancy in that office from any cause, the President or Acting President of the Quorum of the Twelve Apostles of said Church, or one of the members of said Quorum thereunto designated by that Quorum, shall, pending the installation of a successor President of the Church of Jesus Christ of Latter-day Saints, be the corporation sole under these articles, and the laws pursuant to which they are made, and shall be and is authorized in his official capacity to execute in the name of the corporation all documents or other writings necessary to the carrying on of its purposes, business and objects, and to do all things in the name of the corporation which the original signer of the articles of incorporation might do; it being the purpose of these articles that there shall be no failure in succession in the office of such corporation sole.
Fifth: Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tex-exempt status under Section 501(c)(3) of the Internal Revenue Code.
Sixth: The corporate seal shall contain the words, "Corporation of the President of the Church of Jesus Christ of Latter-day Saints," and an impression thereof is hereto affixed.