# LCMS Convention Proceedings_St. Louis Missouri_2004_S138
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

138

RESOLUTIONS

advised that it is important to have such language be clear
and consistent. The unity and interests of the Synod will
be clarified and safeguarded by the inclusion of clear relational and property reversionary provisions in the Articles
of Incorporation of all corporate agencies of the Synod, including its seminaries, universities, colleges, Districts, and
synodwide corporate entities.
WHEREAS, The Board of Directors as “custodian of all the
property of the Synod” (Constitution Art. XI F 2) has asked
the Commission on Structure to develop, with the assistance of special legal counsel, the recommended clear and
relational language that can be included in the Articles of
Incorporation of all corporate agencies of the Synod; therefore be it
Resolved, That every incorporated agency of the Synod,
including every seminary, university, college, District, and
synodwide corporate entity of the Synod include the following provision in its Articles of Incorporation to promote the
unity and to safeguard the interests of the Synod:
1. This corporation, as part of The Lutheran
Church—Missouri Synod (the Synod), acknowledges its
allegiance to the Synod and to the convention of the
Synod (the convention).
2. It submits to the authority of the Synod and the
convention.
3. It accedes to, recognizes, and accepts the doctrine
taught and practiced in the Synod (Art. II) and also the
Articles of Incorporation, Constitution, and Bylaws of
the Synod, as currently in effect and as may hereafter
be amended from time to time.

2004 Convention Proceedings

4. In the event of any conflict or inconsistency between the organizational documents of this corporation
and the Articles of Incorporation, Constitution, or Bylaws of the Synod, as may hereafter be amended from
time to time, the Articles, Constitution, or Bylaws of the
Synod shall control and govern.
5. In the event this corporation is dissolved or its existence otherwise terminates or is terminated, all right,
title, and interest in and to its property, whether tangible or intangible and whether real or personal, shall
thereupon automatically vest in or be transferred to the
Synod, and this corporation covenants and agrees to execute and deliver to the Synod such documents and instruments and to take such other and further actions
as the Synod may deem reasonably necessary or desirable, in order to evidence and give full effect to the foregoing.
6. The above provisions may not be altered or
deleted without the approval of the Synod, in convention, or the Board of Directors of the Synod.

Action: Adopted (10)
(When it introduced the resolution, the committee made several changes to the printed version. An amendment to strike the
words and the Board of Directors of the Synod in the sixth provision failed. During discussion, a request that the detailed conversation of the debate be recorded in the minutes was not granted
by the Chair, his decision supported by the assembly. An amendment to insert into the resolve the words while recognizing and
respecting the individual autonomous and indigenous articles of
incorporation of each and every local congregation failed. An
amendment to replace at the end of the sixth provision the words
or the Board of Directors of the Synod with the words which alteration or deletion shall only be done to comply with applicable
state law and shall not be done in violation of the spirit of this resolution also failed. After debate was ended, the resolution was
adopted as presented by the committee [Yes: 873; No: 210].)