# LCMS Convention Proceedings_St. Louis Missouri_2010_S122
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

122

RESOLUTIONS

Article III. Membership
Membership in thethis corporation is held and may be
acquired by congregations, ministers of religion–ordained,
and ministers of religion–commissioned, as defined by the
Constitution and Bylaws of this corporation, who confess and
accept the confessional basis of Article II of the Constitution of
The Lutheran Church—Missouri Synod . The member congregations of The Lutheran Church—Missouri Synod shall be the
voting members of the this corporation . Congregations shall
exercise their voting power through clergy and lay delegates
distributed among representing the member congregations in
such number as may be determined from time to time byin
accord with the Constitution and Bylaws of The Lutheran
Church—Missouri Synod .
Article IV. Meetings
This corporation shall have general meetings, called synodical conventions, at least once every three years, or as often
as may be determined by resolution of the corporationSynod
in convention . Special meetings may be called in such manner as may be provided by the Constitution or Bylaws of The
Lutheran Church—Missouri Synod . All officers, the Board of
Directors of corporate Synod, and all corporations, boards, and
other subordinate bodies and agencies of the Synod, defined in
such Constitution or Bylaws, shall be responsible to the synodicalSynod convention, which is the ultimate authority of
the this corporation .
Article V. Officers
TheThis corporation shall have a board of directors of such
number and qualifications and who shall be elected in such
manner and for such terms of office as shall be set forth in the
Constitution or Bylaws of The Lutheran Church—Missouri
Synod . In addition, the this corporation shall have other officers having such qualifications and who shall be elected or
appointed in such manner and for such terms of office as
provided for in the Constitution or Bylaws of The Lutheran
Church—Missouri Synod .
The management authority and duties of the Board of
Directors of the Synod this corporation shall be limited to
the extent such authority and duties are delegated by the
Constitution and Bylaws of The Lutheran Church—Missouri
Synod to other officers and agencies of the Synod . The management authority and duties of the Board of Directors and such
other officers and agencies shall be defined in the Constitution
and Bylaws, and each of them shall be responsible to theThe
Lutheran Church—Missouri Synod for the proper and prudent fulfillment of the authority and duties so designated to
them . In the case of any conflict or uncertainty in determining the authority and duties of the Board of Directors and such
other officers and agencies, the opinions of the Commission
on Constitutional Matters of The Lutheran Church—Missouri
Synod interpreting the Constitution and Bylaws of The
Lutheran Church—Missouri Synod shall be binding, unless
and until overruled by a convention of the Synod . In case of
any conflict or uncertainty relative to the applicability of the
2010 Convention Proceedings

laws of the State of Missouri, such issues shall be resolved in
accord with the provisions in the Constitution and Bylaws of
theThe Lutheran Church—Missouri Synod .
Article VI. Property
This corporation shall have power to acquire by gift, grant,
demise, devise, bequest, purchase, or otherwise, property of
every kind and description, real, personal, or mixed; to hold
and use such property and deal with, or dispose of, any or all
such property by sale, exchange, or gift, when necessary or
expedient to carry out the objects and purposes of thethis corporation; to receive, maintain, and administer endowments,
legacies, pension funds, retirement funds, and such other general or trust funds as may be necessary for the operation of
thethis corporation or for the accomplishment of its purposes;
provided that all such property shall be acquired, dealt with,
or disposed of in a manner not in conflict with the laws of the
State of Missouri or of the laws of any State in which said
property is located .
Article VII. Constitution and Bylaws
This corporation shall have and make such bylaws constitution and bylaws as may be necessary to accomplish its
purposes and shall have power to create such corporations,
boards, offices, and other subordinate bodies as may be necessary to accomplish its general and special objectives and in
such bylaws assign responsibilities to those bodies .
Article VIII. Amendments
Amendments to these Articles of Incorporation may be
made at any time at a regular called general or special meeting of this corporation by the affirmative vote of a two-thirds
majority of the delegates present and voting or by a simple
majority of all delegates, whichever is less, provided such
amendments are not inconsistent with the Constitution or
Bylaws of The Lutheran Church—Missouri Synod or the
Constitution and laws of the United States or the State of
Missouri .
__________________
(Note: With all such changes in place, the final document as
amended will read as follows.)

Amended and Restated
Articles of Incorporation
of
The Lutheran Church—Missouri Synod
Article I. Name, Duration, Registered Office, and Agent
a . The name of this corporation shall be “The Lutheran
Church—Missouri Synod .”
b . The period of duration of this corporation is perpetual .
c . The address of the registered office of this corporation
is 1333 S . Kirkwood Road, St . Louis, Missouri .
d . The name of the registered agent of this corporation is
CT Corporation System .