# LCMS Convention Proceedings_St. Louis Missouri_2016_S210
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

(b) Standing exceptions shall be the Board of
Directors, the Commission on Constitutional
Matters, the Commission on Handbook, and the
Commission on Theology and Church Relations,
who may be represented by as many of their membership as they deem necessary.
(c) Other exceptions must have the approval of
the Board of Directors of the Synod prior to each
convention.
Action: Adopted (8)
(Brief summaries were provided for this and seven other resolutions which the committee wished to bundle into a single action
as “housekeeping matters.” Following explanations provided, the
chair asked the assembly whether it was ready to vote. Hearing no
objection, he called for the vote and the bundled resolution action
that included Res. 11-04B, Res. 11-08A, Res. 11-11, Res. 11-12, Res.
11-13, Res. 11-15A, Res. 11-17, and Res. 11-20 was adopted as presented [Yes: 923; No: 32].)

To Clarify and Confirm the Distinction
between Synod and Corporate Synod
and to Provide Consistency for the Meaning
of “Property of the Synod” regarding
Article IV Powers
RESOLUTION 11-18
Overture 11-56 (CW, pp. 412–413)
Rationale
The Lutheran Church—Missouri Synod was originally founded as
a synodical union in April 1847. Its original name was “The German
Evangelical Lutheran Synod of Missouri, Ohio, and Other States.”
Ultimately, in 1947, the synodical union—the Synod—shortened
its name to The Lutheran Church—Missouri Synod (LCMS).
In 1894, the Synod voted to form a Missouri benevolent corporation
under Chapter 352 of the Missouri Statutes called “The German
Evangelical Lutheran Synod of Missouri, Ohio, and Other States.”
The corporation’s name eventually was also changed to “The
Lutheran Church—Missouri Synod.”
In 1967, the corporation filed Articles of Acceptance with the State
of Missouri to convert to a nonprofit corporation pursuant to the
General Not for Profit Corporation Act, Chapter 355 of the Missouri Statutes. The corporation’s Articles of Incorporation have
been amended from time to time, and the current Articles are
included in the Handbook of The Lutheran Church—Missouri
Synod.
Article XIV of the Synod’s Constitution provides that “[t]he Synod
in convention may adopt bylaws that are consistent with and do not
contradict the Constitution of the Synod.” The Synod’s Bylaws also
serve as the bylaws of the corporate entity.
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U P O N T H I S R O C K • Resolutions

The Synod’s Bylaws have been amended fairly regularly over the
past 150 years. Some of the amendments were designed to recognize the distinction between the synodical union (Synod) and the
Missouri nonprofit corporation of the same name. An example
of such is current (2013) Bylaw 1.2, which includes definitions of
“Synod” and “Corporate Synod.”
Bylaw 1.2.1 (f) provides, in pertinent part: “Corporate Synod: The
Lutheran Church—Missouri Synod, the Missouri nonprofit corporation, including its offices, boards, commissions, and departments
… .” Bylaw 1.2.1 (u) states: “Synod: Refers collectively to the association of self-governing Lutheran congregations and all its agencies
on the national and district levels. The Synod, as defined herein,
is not a civil law entity.” [The term “Agency” is defined in Bylaw
1.2.1 (a).]
Because the name of the Synod and the name of the Missouri
nonprofit corporate entity are identical, certain provisions of the
Synod’s Constitution and Bylaws could be viewed as ambiguous
and, therefore, should be amended for clarity and consistency.
One such bylaw that should be clarified for at least two different
reasons is Bylaw 1.2.1 (q), which defines “Property of the Synod”
as “[a]ll assets, real or personal, tangible or intangible, whether situated in the United States or elsewhere, titled or held in the name
of the Synod, its nominee, or an agency of the Synod. ‘Property
of the Synod’ does not include any assets held by the Lutheran
Church Extension Fund—Missouri Synod or by an agency of the
Synod in a fiduciary capacity (including, for purpose of example,
the funds managed for the Concordia Plans by Concordia Plan Services and certain funds held by The Lutheran Church—Missouri
Synod Foundation).”
First, the current definition, especially when read in light of the
definition of “Synod,” could lead to an erroneous understanding
that the Synod owns the property of member congregations. Such
a misunderstanding would be inconsistent with Article VII 2 of
the Constitution, which clearly states, “Membership of a congregation in the Synod gives the Synod no equity in the property of
the congregation.” Clarification for consistency could be made by
amending Bylaw 1.2.1 (q) to expressly exclude property of congregations from the definition.
Second, Article XI E of the Constitution should be amended to
reflect more clearly that the duties of the Board of Directors include
serving as the legal representative of both the Synod and corporate
Synod, and to clarify that the Board of Directors’ role as custodian
of the property of the Synod includes, in particular, property held
by or titled in the name of corporate Synod or its nominee. This is
not a change in responsibilities but rather a clarification.
These amendments would benefit the Synod and its members by
providing clarity and consistency between the Constitution and
the Bylaws.
Therefore be it
Resolved, That the LCMS Handbook be revised as follows:
PRESENT/PROPOSED WORDING

“11. Structure and Administration”