# LCMS Convention Workbook_St. Louis Missouri_2001_S279 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) STRUCTURE, PLANNING, AND ADMINISTRATION 279 ARTICLE VI This asseetettern Corporation may receive by gift, devise and be- quest real and personal property for any of the purposes herein- above mentioned; but no part of any property acquired by this as- seeiatien 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 asseetatten corporation, but the same shall be irrevocably dedicated to religious or charitable pur- poses and used wholly and solely for the purposes hereinabove set forth for the exclusive use and behalf of The Lutheran Church-Mis- souri Synod. Upon the dissolution or winding up of this asseete- tte# Corporation, its assets remaining after paying, or providing for the payment of, all debts and liabilities of this asseetetien corpora- tion, 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 asseetatier corporation holds assets on trust, such assets shall, un- Jess otherwise distributed to The Lutheran Church-Missouri Synod, be thereafter held and administered on the same trusts. ARTICLE VII This asseetatier Corporation shall make such bylaws and rules and regulations for the management of this business as may be nec- essary provided the same are not inconsistent with these articles of asseeiatter Corporation, or of the laws of the State of Missouri, or the constitution, or bylaws, or rules and regulations of the said Synod, ARTICLE VIII These articles of of agrepnrent maybe amended at amy meeting of Red incorpora- tion may y be amended. by the c corporation’ s s Board of Directors pro- vided such amendments are not inconsistent with the Constitution or laws of the United States or the State of Missouri and before be- coming effective are approved by the Commission on Constitu- tional 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 incorpo- Tation ete-thereatterapproved-by-the-Cirest-Cour-of the-City-of 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. Board of Directors Concordia Publishing House 7-114 To Retain Original Purpose of LCEF WHEREAS, The Lutheran Church Extension Fund (LCEF) has been a special and unique blessing to The Lutheran Church—Mis- souri Synod; and WHEREAS, God has blessed LCEF beyond the dreams of those who originally planned and established this fund in Districts and the Synod; and WHEREAS, There is some controversy in the church today over the concept of LCEF offering grants, gifts, or seed monies to con- gregations, new ministries, parachurch groups, or other entities; therefore be it Resolved, That the LCMS in convention restate and direct that the LCEF shall continue in its original purpose to loan to congre- gations, the Synod, and Districts for capital purposes only; and be it further Resolved, That no LCEF funds or administrative monies shall be used as grants, gifts, or special funding to any entity in or out of Synod; and be it finally Resolved, That the LCEF shall remain a fund that receives in- vestments, pays interest on those investments, and loans those monies to congregations, the Synod, and Districts for capital pur- poses and shall do this work exclusively. Circuit 20 Forum North Wisconsin District 7-115 To Observe Bylaws of Synod WHEREAS, The Bylaws of the Synod (Chapter 19) have been overlooked by the Board of Directors of the Synod in transferring the Stewardship Department of the Synod to The Lutheran Church—Missouri Synod Foundation; and WHEREAS, The Bylaws of the Synod are legal documents which can be enforced by a court of law; and WHEREAS, Failure to observe the Bylaws may expose the Synod to litigation in the courts; and WHEREAS, “Bylaws cannot be suspended no matter how large the vote in favor of doing so, or how inconvenient the rule in ques- tion may be” (Robert’s Rules of Order, 9th ed., pp. 261-62); and WHEREAS, The Constitution of the Synod states: “The officers of the Synod must assume only such rights as have been expressly conferred upon them by the Synod” (Art. XI 1); therefore be it Resolved, That the Board of Directors of the Synod shall not fail to see to it that the Bylaws of the Synod are observed; and be it further Resolved, That when the Bylaws are violated due to an over- sight, the Board of Directors shall not fail to correct such oversight as quickly as possible. Montana District 7-116 To Restrict Boards to Assigned Duties and Specified Powers WHEREAS, The Handbook of the Synod clearly delineates the responsibilities of the several boards of the Synod and limits their sphere of responsibility and their authority in carrying out their re- sponsibilities; and Wuereas, A board assuming authority in an area not clearly as- signed to it by the Synod could conflict in its actions with the other boards of the Synod; and WHEREAS, A board assuming the authority to operate indepen- dently of the synodical guidelines to manage the affairs of an agency or institution of the Synod could easily act in ways not ap- proved by the Synod; and WHEREAS, A board assuming greater authority and responsibil- ity than that granted by the Synod could easily lead to conflict be- tween the boards, agencies, and institutions of the Synod; and Wuereas, A board assuming greater authority and responsibil- ity than that granted by the Synod could easily lead to litigation with those within or outside of the Synod; therefore be it Resolved, That boards of the Synod conduct their business in strict accord with the provisions of the synodical Handbook; and be it further Resolved, That boards of the Synod and their staff be urged to avoid conflict with other boards of the Synod in carrying out their duties; and be it finally Resolved, That boards and their staff not assume responsibili- ties not specifically granted them under the provisions of the syn- odical Handbook. Faith Chesapeake, VA 2001 Convention Workbook