Who controls the CST? This has been a perplexing question for years, even since
the posting of the By-laws of this organization, which clearly has ownership of
the entirety of the "Scientology scriptures." One of these, oft-cited, is the
definition of "control." "Control is defined as the ability to start, change
and stop something." In examining these By-laws, I will view "control" as just
these abilities.

Working assumptions:

1) CST is the true owner of the Scientology copyrights and, ultimately, has
absolute veto power over the licensing and even functional existence of any
other Scientology corporation. (Basis: http://www.clever.net/webwerks/veritas
analyzes this in great detail and the information therein is necessary to an
understanding of this post.)

2) CST has three Special Directors: Sherman D. Lenske, Stephen A. Lenske and
Lawrence E. Heller, as explicitly referenced in the By-laws.

3) The By-laws are substantially similar now to what they were when they were
drafted.

Altering or disproving any one of these would cast much or all of the
forthcoming conclusions into grave doubt. However, they seem to be good enough
for the present to make some preliminary analysis.

First, let's take up the subject of the Special Directors. Their purpose is not
as enigmatic as it may seem at first glance. Indeed, their stated purpose is
delineated in the By-laws:

d. Particular Functions of the Special Directors. The Special Directors,
acting by a majority of their authorized number are empowered to ensure the
following:

i. That the corporation attains tax exempt status, as soon as practical,
and that such status is maintained throughout the existence of the
corporation.

ii. That no part of the corporation inure to the benefit of any private
individual, firm or corporation.

iii. That the assets of the corporation are not subject to waste and/or
extravagance but are instead increased in value.

iv. That proper Scientology management is correctly applied to the end that
the purposes of the corporation are accomplished.

The Special Directors shall carry out their duties by approving or vetoing
every resolution, vote, or act of the General Directors which in any way
directly or indirectly affects the duties of the Special Directors set
forth above. In addition, Special Directors may by unanimous vote direct
the General Directors to consider any matter which comes within the scope
of their duties, as outlined above.

Now, this section would make it seem as if the Special Directors are, indeed,
very Special individuals, with near-absolute despotic power to approve or veto
anything done by the General Directors, and even to force them to address issues
whether or not they would do so on their own. It is, however, mitigated by the
following paragraph:

Any act of the Special Directors may be overridden by the unanimous vote of
the General Directors and Trustees at a meeting specially called by any
General Director in accordance Section 4 [sic] of this Article VII.

The unanimity required of both other Boards (the Board of Directors and the
Board of Trustees) would seemingly make the power of the Special Directors
nearly limitless without an extraordinary occurrence. Indeed, this is the
manifest meaning of this section of the By-laws, and the conclusion which the
author of the By-laws intends the casual reader to reach. Indeed, many if not
all examiners to look at this have, indeed, concluded as much.

Another thing which is Special about the Special Directors is that they are the
only human beings explicitly referenced by name in the By-laws themselves:

a. Initial Special Directors. The names of the persons who shall serve as
the corporation's initial Special Directors are:

i. Stephen A. Lenske

ii. Sherman D. Lenske

iii. Lawrence E. Heller.

There is also no provision whatsoever for the removal of the Special Directors
by any other Board or Boards. Indeed, their tenure is nearly limitless:

b. Tenure. Persons appointed as Special Directors shall Possess a lifetime
tenure, so long as they remain in good standing with the State Bar
Association of California. Should any Special Director fail to remain in
good standing, his position shall terminate and the vacancy created thereby
shall be filled in accordance with Paragraph (d) of this Section 4.

Only disbarment is fatal to tenure.

c. Resignation. Any Special Director may resign upon giving written notice
to all Directors. The notices may specify a later time for the
effectiveness of such resignation.

Special Directors may only be removed of their own volition by resignation.

d. Vacancies. Any vacancy on the Board of Special Directors, whether caused
by death or resignation, may be filled by a majority of the remaining
authorized Special Director or by a sole remaining Special Director.

Only the Special Directors can appoint other Special Directors, should even so
many as one remain.

To the extent possible, vacancies shall be filled from members in good
standing of the California State Bar Association who are then employed by
the law firm of Lenske, Lenske, Heller & Magasin, A Law Corporation, or its
successor ("LLH&M") and are familiar with the purposes of this corporation.
In the event the Special Directors are, or the remaining special Director
is, unable to fill the vacancy from employees of LLH&M, then the vacancy
may be filled from outside LLH&M, provided such appointee is a member in
good standing of the California State Bar Associa tion and is familiar with
the purposes of this corporation. All such appointments to fill vacancies
shall be made with the approval of a majority of the authorized General
Directors and Trustees.

Even in the case that Special Directors are replaced, only members of the
Lenske, Lenske, Heller & Magasin firm (or its successor Lenske, Lenske & Heller
or future successors) may replace Special Directors except in the extreme case
that there is no successor to a firm with such a profitable and permanent
guaranteed client.

In the event the Board of Special Directors is unable to fill vacancies
because of the death or resignation of all of the Special Directors, then
the vacancies shall be filled by a majority of the authorized General
Directors and Trustees.

I will explain later why even the unanimity requirement for overriding a veto
from the Special Directors is meaningless, and a mere majority requirement is a
laughable wink at legal niceties.

e. Compensation. Special Directors shall be entitled to a fee based upon
the hourly rate then charged for their professional services.

Unlike the other two Boards, the Special Directors are paid. The section of the
By-laws concerning the Board of Trustees does not even make a glancing mention
of compensation, while the section concerning the Board of Directors states
unequivocally:

b. Compensation. General 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.

So this is the description of the Special Directors, charged with the task of
maintaining CST's 501(c)(3) tax-exempt status, as their duties clearly indicate
that they are to act as a policing force, to attain tax-exempt status, to
maintain it, and to prevent actions which would violate that status, and indeed
the clauses charging them with this responsibility mirror the language of tax
law.

It is also established that outside of extreme circumstances involving death or
gross incapacity to discharge their duties (disbarment), the Special Directors
can not be removed. To prevent even the slightest chance that the By-laws could
be changed in such a way as to eliminate the Special Directors, the By-laws
conclude with a one paragraph Article:

ARTICLE XIII

Amendments

Unless otherwise provided in these Bylaws, these Bylaws may be amended or
repealed and new Bylaws adopted by unanimous vote of the Boards; provided
that amended Bylaws or new Bylaws do not jeopardize the tax-exempt status
of this corporation, do not alter the purposes of this corporation or the
qualifications required of its Trustees and Directors, and do not
contravene the Scriptures.

This would remove the chance of changing the purpose of the Special Directors,
their qualifications (including being from the Lenske, Lenske & Heller firm), or
their existence as guardians of the tax-exempt status of the corporation.

Now the phrase in all this in which I am placing great stock is the following:

Any act of the Special Directors may be overridden by the unanimous vote of
the General Directors and Trustees at a meeting specially called by any
General Director in accordance Section 4 [sic] of this Article VII.

The rest of this post will go into why and how this might be done, and even why
and how it amounts to window-dressing, irrespective of the basic impossibility
of removing the Special Directors themselves or of even diminishing their powers
or purpose.

I have started, one might think perversely, by demonstrating that a plain
reading of the By-laws concerning the Special Directors shows that they are
ineradicable and their powers are granted irrevocably, and that they have not
only absolute veto power but can demand actions from other boards. This makes
them seem very powerful and indeed Special. They are nothing of the sort.

All of this is quite plainly written and easy to see. This might be seen as a
feeble stab at irony, however it is true. The mistake often made in reading
these By-laws is in foolishly starting at the beginning and then reading through
them. Obviously, however, you should read them out of order and seemingly
randomly follow them around here and there. So far we've read them forward, and
they say one thing. Let's see about when we read them backward.

There are two other Boards, the Board of Trustees and the Board of Directors.
The Board of Directors is covered directly before the Special Directors. They
are the Board which seems to be under the control of the Special Directors.

ARTICLE VII

Boards of Directors

Section 1. Function and Authority of the Boards.

a. Composition: The combined Boards of Directors ("Boards") shall be
composed of three (3) General Directors ("Board of General Directors") and
three (3) Special Directors ("Board of Special Directors"). The authorized
number of General Directors may be changed by a bylaw amending this Section
1(a) duly adopted by the unanimous vote of the General Directors; provided,
however, that the General Directors shall not have the power to reduce the
number of General Directors below three (3) or increase the number above
five (5).

Now the purposes of the Board of Directors, consisting of the General Directors,
is boilerplate. I am not even including it. They appear to be, and are
described as, a Board of Directors with everything pertaining thereto. My
concern is who controls them, that is to say, who can start, stop and change
them.

Here are things that can start them:

Section 2. Election and Tenure of General Directors.

a. Election. General Directors shall be elected by majority vote of the
Trustees of the corporation. Trustees may not cumulate votes in electing
General Directors. Regular elections of General 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 General Directors. General
Directors may not be elected from among the Trustees. General Directors
shall hold office for one year or until the next annual meeting of the
Trustees, whichever period is shorter. General Directors may be reelected.

And later:

c. Qualifications. In order to serve as a General Director and in order to
continue to serve an such, each General 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 General
Director only so long as he is and remains:

i. Well-versed in the Scriptures;

ii. Well-versed in the Scientology Ethics and Justice system;

iii. A proven Scientology executive, evidenced by statistics;

iv. A duly ordained minister of Scientology in good standing with the
Mother Church; and

v. Has attained the age of majority.

Note especially iv. and the phrase "in good standing with the Church." Don't
stop me if you know where I'm going here, though I imagine you may be beginning
to get an inkling.

I'll come back to it. To continue, things that can stop them, that we have
already examined, include the Special Directors. The Special Directors can
start them. The Special Directors can not change them. That, as we can see
from another section of the By-laws, is reserved to the Board of Trustees (and
others we will soon see), in a section starting Article V, concerning the
Boards.

Section 1. Purpose. The primary purpose of the Board of Trustees shall be
to elect General Directors of the corporation. In furtherance of this
purpose the Trustees may remove a General Director who fails to meet the
qualification of such 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.

Let me just point out that Articles I through IV are, to put it bluntly, a load
of happy horseshit. Article I is a statement of churchiness. Article II is a
bit of word-clearing to clear you up if you do not know what "By-laws" are.
Article III is more maundering hogwash and Article IV is the creed. Hence,
being able to remove a Director for violating anything in Articles I through IV
amounts to being able to remove a Director at the sole discretion of the Board
of Trustees.

The Board of Trustees can change the Board of Directors essentially at will.

As if this weren't enough of an indignity for a purportedly independent Board of
Directors, they may be vetoed at the sole discretion of the Board of Special
Directors. The poor General Directors were bushwhacked in the first paragraph
of the By-laws concerning the Boards of Directors. They were also bushwhacked
near the end, by the Special Directors. As if this weren't enough, they are
also bushwhacked in their own section, which notes a second time that the
Trustees can remove them essentially at will or whim.

d. Removal. Upon an affirmative vote of a majority of the Trustees, a
General 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, an set
forth in Articles I through IV of these Bylaws.

Articles I through IV are, of course, the happy horseshit, as if the other two
methods of removal were not otherwise sufficient. If the humiliation of the
General Directors had not been complete enough already, there is not even a
section noting that they are able to resign. They are, additionally, not even
granted the power to remove another of their number.

They are solely the creatures of the Board of Trustees, and as such, whatever
purpose they may be given explicitly in the By-laws is empty noise. They are a
Board of Shadows, Wax Figures and Phantoms. Their true purpose is to do
whatever they are told, or else to go away and be replaced with someone who
will.

It is, thus, the Board of Trustees which must unanimously override the will of
the Special Directors (if this is to happen), and which appoints, removes and
controls the Board of General Directors. The Board of General Directors can be
viewed as a nullity.

This leaves us with the Trustees.

Now, before we tackle the Trustees, one might wonder if this corporation has a
President, a Secretary, a Treasurer, or any other important positions. The poor
President and other such hapless waifs are dealt with contemptuously in a single
phrase.

Officers of the Corporation

Section 1. Required Officers. Officers of the corporation, as distinguished
from ecclesiastical posts, shall be elected by majority vote of the Board
of General Directors, and shall include a President, a Secretary, and a
Treasurer, each of whom shall serve at the pleasure of such Board. Each of
said offices may be held by a person who is also a General Director. The
Board of General Directors may elect the same person to the offices of
Secretary and Treasurer.

All of these nullities serve "at the pleasure of such Board." In other words,
they are entirely vacuous positions. President of the Rubber Stamp, Secretary
of Sawdust, Treasurer of the Trash Bin. They serve "at the pleasure" of the
General Directors, whom we have already bushwhacked and disposed of quietly and
without sorrow. All positions save the Board of Trustees and the Special
Directors are at this point eliminated as ultimate points of control.

We turn now to the Board of Trustees.

ARTICLE VI

Trustees

Section 1. Purpose. The primary purpose of the Board of Trustees shall be
to elect General Directors of the corporation. In furtherance of this
purpose the Trustees may remove a General Director who fails to meet the
qualification of such 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.

The next section notes that there can be as many as 7 Trustees, but not below 3.

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:

Qualifications Prior to Appointment:

a. A person who has a good uninterrupted track record of at least eight (8)
years as an ethical and loyal Scientologist;

b. A person who has experienced excellent case gain and has attained the
case level of OT III or above;

c. A person who is well versed in the technology of Dianetics and
Scientology and has applied this technology to help others, with excellent
results;

d. A person who is well versed in the administrative policy or
organizations affiliated with the religion of Scientology and has a track
record of demonstrated success in the utilization and application of such
policy;

I single this next one out.

e. A person who is an ordained Scientology minister, in good standing
pursuant to those principles set forth in the Scriptures;

Once again, I emphasize the phrase "in good standing" as I did with the Board of
Directors. I believe you will soon begin to see where I am going with this if
you have not already. (However, I'll also note that this paragraph e. appears
to be entirely irrelevant after qualification.)

Now we'll go on a brief digression to explain how the Trustees got there. If
you skipped ahead and read to the end of the By-laws already, you'll note that
no Trustees signed them. The six signatures at the end are of Special Directors
and General Directors.

The Trustees come in only after the By-laws are signed. Once, and only once,
the Board of General Directors gets to do something.

Section 4. Election. The initial Trustees of the corporation shall be
elected at the meeting next following the meeting of the Boards of
Directors (as hereinafter defined) adopting these Bylaws. The Trustees
shall have lifetime tenure, subject, however, to termination as provided in
Section 7.

Let's skip merriliy on to Section 7.

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 terminated 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 automatically terminate if he or she at
any time fails to meet the qualifications for Trustee which are stated in
paragraphs (a), (b), (c) and (d) of Section 3 of this Article.

Notably, with regard to Trustees, unlike General Directors, the section with
regard to being "in good standing" is apparently irrelevant. However, by
unanimous vote of the other Trustees, any individual Trustee can be removed due
to vague offenses categorized in Section 7, if their status as an "ethical and
loyal Scientologist" is no longer "uninterrupted," if they no longer have
"excellent case gain" or if they are no longer "OT III," if they are no longer
"well versed in the technology of Dianetics and Scientology" and no longer
"apply" it with "excellent results" or if they no longer have a "track
record of demonstrated success" with the "administrative policy." There is,
indeed, a veritable grab-bag of reasons why a Trustee could suddenly become
incapacitated to perform his or her duties.

In fact, unlike the unanimous disqualification requirement, failing to continue
to meet the qualifications requirement of (a) (b) (c) and (d) of Section 3 of
this Article "automatically" terminates their post with the resounding legal
word "shall." Not "may" or "will" or "should" or "could" or "can" but "shall."

Now, to go back out of order for a while, we'll note some other things about the
Trustees. As if the poor General Directors hadn't already come in for enough
abuse and humiliation, the Trustees have two sole purposes at their annual
meeting. Cruelly, the first of these purposes is, as you may have guessed, to
beat up on the General Directors some more:

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 General Directors.

The second purpose of this annual meeting is to cull their own numbers.

ii. Election or removal Of Trustees.

Now, as if there weren't enough opportunities for these Loyal Officers to be
"terminated" "automatically" or otherwise, and as if there weren't enough
reminders that they are merely dispensible, any Trustee can call a special
meeting at any time, presumably for the purpose of beating up on the General
Directors some more, or beat up on themselves.

c. Call of Special Meetings. A special meeting of the Trustees may be
called by any Trustee.

They don't even have to say why.

d. Notice of Meetings. When required, notice of a special meeting of the
Trustees shall be given to each Trustee in writing. A notice of meeting
need not specify the purpose of the meeting.

Now the Trustees may seem quite powerful at this point, if you do not consider
the threat they represent to each other. They can remove the General Directors.
They can even override the seemingly all-powerful Special Directors by unanimous
vote of themselves, and of course the General Directors can be replaced at will
should they not show the ethics necessary to rubber-stamp whatever the Trustees
tell them to do.

However, what would happen should every single one of the Trustees suddenly
become disqualified from their positions (this narrator will not consider less
savory possibilities)? Assume there are three of them, and one of them suddenly
interrupts their eight years as an "ethical and loyal Scientologist," then
another of them suddenly fails to evidence "excellent case gain" and the
remaining Trustee suddenly has a less than "excellent result" with the
"technology of Dianetics and Scientology?"

If these all occur sequentially, the answer is simple. The Trustees replace
vacancies of their own volition, even if only one remains.

Section. 5. Vacancies. A vacancy on 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.

a. Vacancies on 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.

Suppose, however, these vacancies do not occur sequentially, but simultaneously.

Suppose, not to put too fine a point on it, the lot of them are Declared.

You might think the otherwise excellent Author of these By-laws has neglected
this possibility. There could be nothing further from the truth.

Here, we are coming very close to the conclusion, which will, unfortunately,
only raise more questions. In the case of the complete dissolution of the Board
of General Directors and Board of Special Directories, because, for example, by
some odd mischance they all simultaneously met with an SP Declare, an obscure
little clause hedged about with language seemingly indicating its extreme
unlikelihood kicks in.

Take a deep breath.

b. In the event the Board of Trustees is unable to fill vacancies because
of the death or disqualification 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 s a singular
circumstance) appoint individuals to fill all vacancies on the Board of
Trustees, who must themselves meet the qualifications of a Trustee as
provided in Section 3.

Suddenly, these otherwise lucid and crystal clear By-laws spring an astounding
assault on the senses! What in God's name is this?

The "senior ecclesiastical post in this Church" has the power to recreate the
entire body of the Board of Trustees and the Board of General Directors ex
nihilo!

At this time, since I am limiting myself to what The Librarian might call HARD
FACTS, I am going to duck out from under this question and submit it to the
collective wits of the audience. This may appear to be the cheapest of ruses to
avoid a question which has suddenly gone from a simple matter of reading plain
language (which albeit is not in plain order), to an ecclesiastical matter which
I am not qualified to discuss.

I have already done a bit of research on this subject, however, I have reached
the end of what I can conclude by even a thorough examination of the By-laws of
the Church of Spiritual Technology, because when I track the flow of power to
its Source, as it were, it suddenly goes and gets all ECCLESIASTICAL on me!

Let the brickbats commence.

ptsc