Monday, September 15, 2014

Articles of Incorporation Archive

I have obtained scans of the LDS Articles of Incorporation. For more information about these, see this blog post and this blog post.

Interestingly, there are several new amendments made by Monson, about ten in all from 2009 - 2014.   These amendments are the first ones since the 1973 amendment made by Harold Lee.  The 2014 amendment, given below, is essentially the same as most of them, with the exception of the June 2013 amendment (shown also below).

To wit, here are the scans for posterity. Click on any image to get the large view.

November 1923 original articles of incorporation:
1923, p1

1923, p2

The second article is most interesting.  It allows LDS inc 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?  The sole owner can convey in any manner they want any of the property or wealth held by the LDS corporation sole.  

June 1940, fourth article:

This article mostly ensures the continuance of the ownership at the death of the current president.

November 1973, fifth article (on the dissolution of the LDS corporation):
1973, p1

1973, p2

Here's the pertinent quote:
"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."

The LDS Corporate Sole considerable wealth, property and ownership of businesses could be disposed of to any  non-profit "fund" in the form of a "corporation" organized for "charitable, educational, religious or scientific purposes". That covers a lot of possibilities.

EDIT: A corporate lawyer (friend), informs me that this fifth article is a standard provision required by IRS Publication 557 to appear in any 501(c)(3) non-profit to maintain its charter, to ensure that the organization assets are "permanently dedicated to an exempt purpose" in case of dissolution.  

Perhaps not nefarious, but it sure is to the advantage of LDS Inc. either way.  The "charitable, educational, religious or scientific purposes" seems to have widen the door the IRS opened for them.

Amendment in June 2013, giving designee Robert W. Cantwell a lot of powers to administer to the LDS Corporate Sole:

July 2014, amendment giving deisgnees Robert Cantwell, Douglas Martin and Steven Penrose powers to execute stock and establish trading accounts:

There's a possible big red flag here.  Robert Cantwell, now CFO for the LDS Church, has been the church auditor for years.  I'm investigating it.  Although, according to Cantwell's linked in bio, he stopped acting as the managing director of auditing in June 2013.  Then again, the IRS might find it interesting too that a former auditor goes to managing the funds he formerly audited. (IRS Whistleblower page)

For more info on the other two, see Doug Martin the treasurer at LDS Church and Steve Penrose, the Global Financial Reporting Manager at LDS Church. (Kevin Jergensen is the new managing auditor.)

See these images:

What is interesting here is how many (10) amendments have been made recently.  It could reflect a change in Utah law, requiring designees assigned each year and a change in the presidency (Hinckley to Monson in 2009).  However, I wonder if there isn't something strange afoot with regard to the significant change in designees in 2014.  

Could it be Monson's health is failing?  Could it be the LDS corporations are about to exercise the fifth article of the dissolution and are preparing all necessary powers and accounts?  Or it just could be standard operating principles.  However, there hasn't been an amendment filed like these for previous administrations.  Before Monson, there hasn't been an amendment filed since 1973, that I can find.  I can't understand why, if it is just standard operation to name your designees and officers. 

Now all that said, a little tongue-n-cheek bit:  The IRS Warned us about "Corporate Soles" being a tax evasion shelter.
These corporate vehicles are used by individuals to get exemption from federal income taxes as an organization described in Section 501(c)(3).  

"This scheme shamelessly tries to take advantage of special tax benefits available to legitimate religious groups and church leaders," said IRS Commissioner Mark W. Everson.  The IRS also warned that "the scam could be starting to spread with multiple cases seen recently in states such as Utah and Washington."


Of course, the LDS Church was there first.  The LDS Church holds 501(c)(3) status AND owns a big chunk of the fashionable City Creek Center (even if it is paying taxes on its profits) I think its legitimacy as a church and "charity" are questionable.  But again, it was there first! UTAH!!!  This is the most prophetic thing to come out of Mormonism ever.


  1. word on the street is that Monson has dementia, and has had for some time. So how could a guy like that be competent (legally) to sign such a significant document?

  2. Where are the Articles of Corp changes for when Hinkley and Monson did a power grab and auto signed Ezra Taft Benson's (ETB) signature in order to prevent the First Presidency from having to dissolve and give power to the Q of 12 to elect an acting President until ETB died ? Was that a different form that gave them legal powers and power of attorney along with stopping the dissolution of the 1st Press?

  3. So Robert Cantwell has the most financial power in the LDS church. Isn't it a HUGE conflict of interests that he is also the one who audits the church finances? Something shady is clearly going on.

  4. Instead of looking at this with a bias (church conspiracy) - it simply could mean the brethren are shifting their day to day focus from running the business affairs of the church to focusing on serving in their true callings and function as Apostles of the Lord Jesus Christ. Certainly this is a good thing - not bad. It is a great move. Sure review and oversight will always come from the religious side of the church organization, but it might also be wise for the brethren to appoint a true CEO aside from the President of the Church. Someone who is still guided and mentored by the Prophet but who is still young, agile, and capable of running a multi-billion dollar organization - as any other commercial entity would be operated. Applaud rather and criticize this move. Perhaps there will be more changes in the future.

  5. Why is the latest amendment (July 2014) only in force through January 15, 2015? Why do those three men need the power to execute stock and establish trading accounts for only 6 months? What would be the purpose for that?