# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_May 7 8 2011_S1
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Crowne Plaza, St. Louis
May 7–8, 2011

35. Call to Order, Opening Devotion, and Review of Agenda
Chairman Wilbert Sohns called the meeting to order and called on Dan Lorenz for an opening devotion.
He based his devotion on the account of the Emmaus disciples (Luke 24), reading excerpts from sermons
by Martin Luther and offering devotional thoughts from personal experiences. He also provided a
devotion appropriate for Mother’s Day to open the second day’s session and served as chaplain for the
meeting.
Chairman Sohns called attention to the agenda for the meeting, to which several minor additions were
made.
36. LCMS Foundation Governing Documents (10-2586)
The commission reviewed the Articles of Incorporation and Bylaws of the LCMS Foundation, received
December 10, 2010. The Foundation’s cover letter described the most recent changes made: “to move
away from the concept of Partner Members and to state that all synodical corporations and agencies are
automatically members of the corporation.” The commission instructed its secretary to convey its apology
to the Foundation for not providing this review in a more timely manner. Upon review in light of the 2010
Handbook of the Synod, the commission called attention to the following recommendations for changes
to be made to the Articles of Incorporation and Bylaws of the LCMS Foundation.
Articles of Incorporation (marked version):
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•
•

On page 2, the paragraph marked “THIRD,” the sentence should include, as a more accurate
description of agreement with the Synod, mention of the “purpose, function, and assigned areas
of responsibility” (Synod Bylaw 3.6.1) of the Synod in addition to the “principles” that are
mentioned.
Somewhere in this document, perhaps in the paragraph marked “SEVENTH” on page 3, the
provision should be included that every member of the Board of Trustees must be a member of a
congregation that is a member of the Synod, in compliance with Synod Bylaw 3.6.1.7 (a),
On page 4, near the center of the paragraph marked “EIGHTH,” the proposed wording “except
that a two-thirds (2/3) majority vote of the delegates representing The Lutheran Church—
Missouri Synod present at such meeting and a two-thirds (2/3) majority vote of the delegates of
all other Members represented at such meeting” does not comply with Synod Bylaw 3.6.1.7 (c)
which requires “a two-thirds affirmative vote of its members, if any, who are appointed by the
Board of Directors of the Synod.” The required two-thirds vote must, therefore, be of all of such
members, not just those present at the meeting.

Bylaws (marked version):
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On page 1, the commission suggests the addition of a preamble paragraph to underscore the
relationship of the Foundation’s Bylaws with the Bylaws of the Synod.