# LCMS Convention Proceedings_St. Louis Missouri_2001_S167
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

STRUCTURE, PLANNING, AND ADMINISTRATION
seven (7) nor more than nine (9) members. the number of
voting and nonvoting members as determined by The
Lutheran Church—Missouri Synod.
The Directors shall hold their office for such time and in
such manner and under such terms and conditions as may
be set forth by The Lutheran Church—Missouri Synod.
Vacancies occurring in the said Board of Directors by
resignations, death, or otherwise between regular meetings
of the said Synod shall be filled by the remaining members
of the said Board of Directors by and with the consent of
the President of said Synod.
This corporation has no members.

167

bilities of this association corporation, shall be distributed
to The Lutheran Church—Missouri Synod, an organization
exempt from tax under the United States Internal Revenue
Code. If at the time of such dissolution or winding up this
association corporation holds assets on trust, such assets
shall, unless otherwise distributed to The Lutheran
Church—Missouri Synod, be thereafter held and administered on the same trusts.
ARTICLE VII

This association corporation shall have perpetual existence and is a Public Benefit Corporation.

This association corporation shall make such bylaws and
rules and regulations for the management of this business
as may be necessary provided the same are not inconsistent with these articles of association corporation, or of the
laws of the State of Missouri, or the constitution, or bylaws,
or rules and regulations of the said Synod.

ARTICLE V

ARTICLE VIII

This association corporation is formed to promote religious education among members of the churches, Sunday
schools, and parochial schools of the said Synod, and for the
advancement and extension of knowledge and learning
among people generally. In furtherance of the purposes
hereinabove mentioned this association corporation may
publish or cause to be published, and distribute or cause to
be distributed, by sale, gift or otherwise, Bibles, church
books, school books, religious periodicals and other books
and literature as may from time to time be expedient and
proper; and may acquire and publish among other things
the religious periodicals known as
“The Lutheran Witness”
“Der Lutheraner”
“Concordia Theological Monthly”
now published in the City of St. Louis, State of Missouri,
by the said Synod and such Bibles, church books, school
books, religious periodicals and other books and literature
as may have been from time to time printed and published
by the said Synod and other religious and charitable organizations. For said purposes this association corporation
may purchase or otherwise acquire, own and operate the
necessary printing plants and establishments, and may
purchase, own, lease or otherwise acquire and sell such real
and personal property as may be necessary or expedient for
said purposes.

These articles of agreement may be amended at any
meeting of The Lutheran Church—Missouri Synod by a
majority vote of the voting delegates present at such meeting of said Synod, incorporation may be amended by the
corporation’s Board of Directors provided such amendments
are not inconsistent with the Constitution or laws of the
United States or the State of Missouri and before becoming
effective are approved by the Commission on Constitutional
Matters of said Synod and the Board of Directors of said
Synod. A negative decision by either of these two bodies
may be appealed to the Synod in convention, which retains
the right on its own initiative to require amendments to
these articles of incorporation are thereafter approved by
the Circuit Court of the City of Saint Louis, Missouri.

ARTICLE IV

ARTICLE VI

This association corporation may receive by gift, devise
and bequest real and personal property for any of the purposes hereinabove mentioned; but no part of any property
acquired by this association corporation by purchase, gift,
devise, bequest or otherwise, nor the rents, issues or profits
thereof, shall in any wise or in any manner inure to or be
used for the benefit of any officer, director, employee, or
agent of this association corporation, but the same shall be
irrevocably dedicated to religious or charitable purposes
and used wholly and solely for the purposes hereinabove
set forth for the exclusive use and behalf of The Lutheran
Church—Missouri Synod. Upon the dissolution or winding
up of this association corporation, its assets remaining after
paying, or providing for the payment of, all debts and lia-

ARTICLE IX

The original incorporators of this corporation in 1941 were
Oscar P. Brauer, 3558 S. Jefferson Ave., St. Louis MO
63118
Harry J. W. Niehaus, 3558 S. Jefferson Ave., St. Louis
MO 63118
Richard C. Obermann, 3558 S. Jefferson Ave, St. Louis
MO 63118
Action: Adopted (4)
(The resolution was adopted without amendment [yes: 1,122;
no: 12].)

To Clarify Authority for Amendment
of Worker Benefit Plans
RESOLUTION 7-10
Overture 7-07 (CW, pp. 238–39)
Rationale
Because of rapid changes in conditions brought about by
legal and economic factors in the areas of health care and
retirement benefits, frequent adjustments by the Board of
Managers of Worker Benefit Plans to accommodate these
changes and to achieve increased benefits are often necessary. In order to allow such changes to be made on a timely
basis, the Commission is recommending that present Bylaw
3.703 b be amended to allow the Board of Managers of
Worker Benefit Plans to make changes on a timely basis
200l Convention Proceedings