# LCMS Convention Proceedings_St. Louis Missouri_1995_S168
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

168 ; LATE REPORTS AND OVERTURES

and their relationship to the synodical Board of Directors
and to bring the Bylaws into compliance with the Missouri
“General Not-for-Profit Corporation Act” (This act has been
replaced, effective July 1, 1995, by the new “Missouri Non-
profit Corporation Act” which has similar provisions); and

WHEREAS, The Commission on Constitutional Matters
has issued an opinion related to Res. 8-01A, dated March
6, 1995, which declared invalid certain Bylaws adopted in
such resolution; and

WueErgas, Synod’s general legal counsel and special legal
counsel on securities and corporate matters advise that the
CCM opinions have raised significant legal questions con-
cerning the operations of Lutheran Church Extension
Fund—Missouri Synod, The Lutheran Church—Missouri
Synod Foundation, and other synodwide corporate entities,
and other matters; and

WHEREAS, The Commission clarified by an opinion dated
July 5, 1995, that the March 1995 opinion was not intended
to invalidate the corporate existence of any of the synod-
wide corporate bodies, nor any action by the Boards of Di-
rectors of the synodwide corporate bodies nor any Bylaw
provision existing before 1992; and

- WHEREAS, The issues raised by these opinions require

lengthy and detailed study which cannot be completed prior
to the end of this convention; and

WHEREAS, The President of the Synod has appointed a
Blue Ribbon Committee to study the structure of the Synod
and has directed the Committee to issue its final report and
recommendations in the spring of 1997 so that it can be
studied by the members of the Synod prior to the 1998 con-
vention; and

Wuereas, While the CCM issued an opinion that certain
of the Bylaws adopted in Res. 8-01A are invalid and of no
effect, it did not identify the specific 1989 Bylaws to be re-
stored to the current Bylaws of the Synod; therefore be it -

Resolved, Those Bylaw provisions of 1992 convention
Res. 8-01A that were declared invalid in the March 6, 1995,
CCM opinion are withdrawn from the Bylaws; and be it fur-
ther

Resolved, The bylaws hereby withdrawn shall be re-
placed by the appropriate 1989 Bylaws as determined and
updated pursuant to the procedure set forth in Bylaw
15.01(2); and be it further. ,

Resolved, That the Synod recognizes and affirms the
separate corporate existence of each of the synodwide cor-
porate or legal entities, the ownership of their respective
assets as authorized under the 1989 Bylaws and the au-
thority of their separate boards of directors to have taken
action in the past and to take action in the future conso-
nant with the governing documents of the synodwide cor-
porate bodies and the Synod’s Constitution and Bylaws,
and be it finally .

Resolved, The questions raised by the Commission on
Constitutional Matters regarding 1992 Res. 8-01A and the
concerns of legal counsel shall be referred to the President’s
Blue Ribbon Committee on Structure for appropriate rec-
ommendations to the 1998 convention.

‘ Board of Directors
The Lutheran Church—Missouri Synod