# LCMS Convention Proceedings_St. Louis Missouri_1998_S169 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) STRUCTURE • to clarify in Article IV that general meetings of the Synod are its conventions; • to reference the Constitution of the Synod in Articles VII and VIII; therefore be it Resolved, That the Articles of Incorporation of the Synod be amended and restated as follows: 169 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 defined in such Constitution or Bylaws shall be responsible to the synodical convention which is the ultimate authority of the corporation. Article V Officers a. The name of this corporation shall be “The Lutheran Church—Missouri Synod.” b. The period of duration of the corporation is perpetual. c. The address of the registered office of the corporation is 1333 S. Kirkwood Road, St. Louis, Missouri. The 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 corporation shall have 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. Article II Objectives Article VI Property The objectives of this corporation shall be: a. To unite in a corporate body the congregations of the Evangelical Lutheran Church that acknowledge and remain true to the Book of Concord of the year of our Lord 1580 as a true exhibition of sound Christian doctrine. b. To train ministers and teachers for service in the Evangelical Lutheran Church. c. To assist and advise congregations, pastors, and teachers affiliated with The Lutheran Church—Missouri Synod and to exercise supervision over such pastors and teachers as to doctrine, practice, and performance of their official duties. d. To establish, build, conduct, and maintain theological seminaries, colleges, academies, schools, and other institutions of learning. e. To assist in the establishment of Lutheran congregations and preaching stations. f. To spread the Gospel by means of radio and television broadcasting, visual education, and all other forms of missionary endeavor throughout the world. g. To print, publish, purchase, sell, and otherwise disseminate Bibles, books, periodicals, literature, music, and other supplies for congregations, schools, Sunday schools, preaching stations, and institutions. h. To establish and conduct all such enterprises and endeavors and to exercise such further power as may be necessary or expedient to carry out the objectives stated in the Constitution of The Lutheran Church— Missouri Synod. 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 the 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 said 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 I Name, Duration, Registered Office, and Agent Article III Membership Membership in the corporation is held and may be acquired by congregations, ministers of religion-ordained, and ministers of religion-commissioned, such as teachers, directors of Christian education, directors of Christian outreach, deaconesses, and certified lay ministers of the Evangelical Lutheran Church 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 voting members of the corporation. Congregations shall exercise their voting power through clergy and lay delegates distributed among the member congregations in such number as may be determined from time to time by the 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 corporation. Special meetings may be called in such Article VII Bylaws This corporation shall have and make such 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 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 of The Lutheran Church—Missouri Synod or Constitution and laws of the United States or the State of Missouri. Action: Adopted (7) To Remove Reference to Council on Mission and Ministry from Bylaws RESOLUTION 8-05 R7-04-01 (CW, p. 100), Overture 8-16 (CW, p. 292) Rationale The Council on Mission and Ministry, of which the synodical Board of Directors is a part, has asked the Board to submit an overture to the 1998 synodical convention requesting that reference to the Council be removed from the Bylaws. The Council is unable to carry out the assigned functions in the present Bylaws. These functions tend to