A new company is born
On 19 May 2011, two days after receiving the draft findings of the Fair Work Ombudsman, CoS Australia applied for the company name Church of Scientology Australia - for use by a company limited by guarantee, but without the word "Limited" in its name.
A company limited by guarantee is a public company whose members' liability is limited to the amount they guarantee ($2). The law requires that its constitution prohibit operating to secure a pecuniary benefit to members. This is the vehicle of choice for many significant charities in Australia.
On 23 May 2011, the new company was incorporated. Its constitution is here: http://www.mediafire.com/?nyirumevfq4wb2f
A couple of things strike me straight away from the constitution.
CONTROL - MEMBERS
1. The number of members is limited to 5. (Clause 5.1) Remember, it's the members who appoint the directors and who, theoretically, control the company. The membership is VERY TIGHTLY HELD, for a public company. This means that there can never be an influx of new members from among eligible Sea Organisation members who want to affect how the company (church) is run.
(They're wanting to prevent a rerun of the CAN strategy, however unlikely that might be. For the uninitiated, the CoS attempted to take over "Cult Awareness Network", a US association that was critical of it by having hundreds of scientologists apply to be members. The CAN board declined their applications and were sued into oblivion. The church bought the name and assets of CAN via bankruptcy court. Wikipedia notes:
In December 1997, 60 Minutes profiled the controversy regarding the history of the "Old CAN" and the "New CAN", with host Lesley Stahl noting: "Now, when you call looking for information about a cult, chances are the person you're talking to is a Scientologist.")
2. The members are controlled by, ultimately, David Miscavige.
Clause 5.6 states the eligibility criteria for membership. Members must be a member of the Sea Organisation and in good standing with the Mother Church.
* Only natural persons can, presumably, be members of the Sea Organisation, it being a religious order. So, the company can't appoint as members other churches of scientology. This is a change. In the past, the voting members of their churches were only other associations, all of which were controlled by the Mother Church. It's also in conflict with provisions elsewhere in the constitution that suggest that corporations can be members (eg. Schedule 1, Definition of "Cessation Event" and "Representative").
* However, the members are still controlled by both the Sea Organisation and the Mother Church - as a falling out with either results in expulsion or, if necessary, immediate cessation of membership.
* Who controls the Sea Organisation and the Mother Church? In practice, as we know, it's David Miscavige who controls both.
CONFUSION - CORPORATE NAMES
There are literally hundreds of scientology corporations around the world, many with similar names. Often, scientology documents don't clearly identify to which entity they refer.
eg. The company constitution refers to the "Mother Church". It's a defined term (the definitions are in Schedule 1).
"Mother Church means the Church of Scientology International"
The entity referred to is likely the California-based corporation - Church of Scientology International Inc. - although the full name of the entity and its jurisdiction are, unhelpfully, not stated. How is an auditor/regulator/member/government/journalist to know?
Church of Scientology Australia
There are now:
1. Three australian corporations called "The Church of Scientology Incorporated", one in each of WA, SA and QLD;
2. One corporation based in NSW called "The Church of Scientology Australia Inc."; and
3. One corporation (a company) also based in NSW called "Church of Scientology Australia".
How are people to know with which entity they are dealing? NB. I believe the FWO will have found that many of the workers did not know by which entity they were employed. Not surprising.
It would be fine if the church abided by the legislative requirements that:
* all public documents of associations must have the full legal name of the association on them (in NSW public documents include letterheads and statements, and the name must include "Inc" or "Incorporated"); and
* the Corporations Law requires that the company put its Australian Company Number (ACN) on the front page of all of its public documents. That will indicate to Australians, at least, where to go to find out more about the entity.
However, the church's public documents are historically not very clear about these things:
1. The letterhead under which the Church of Scientology has made public statements:
a) its recent submission to the Senate Inquiry into Senator Xenophon's tax amendment bill was made under a letterhead of "Church of Scientology Australia New Zealand and Oceania", which does not state the legal name of the entity by which it is issued.
b) likewise, its June 2010 statement to Today Tonight: http://au.news.yahoo.com/today-tonig...ientology-tax/
2. Other public documents simply state "Church of Scientology" or "Church of Scientology Australia":
Pack on Four Corners and Scientology.pdf
The incorporation of this entity, and especially the dropping of "Limited" from its name, will likely introduce more confusion into what is already an extraordinarily complicated structure - making it even more difficult for people having interaction with the church to know with which entity they are dealing.
Is it trading?
The new company is registered, but it has no ABN (Australian Business Number). It will require an ABN if the directors wish to apply for tax concessions for the company or rebates on the GST (goods and services tax). As the company's name is so similar to several of the associations, it's going to be difficult for us to tell if the new company is trading, in the absence of registration of an ABN or application for deductible gift recipient status.