# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 3 4 2011_S19
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

58. Review of Amended and Restated Articles of Incorporation and Bylaws of LCMS National
Housing Support Corporation (11-2612)
The LCMS National Housing Support Corporation, which prior to the 2010 LCMS convention related to
the Board for Human Care Ministries, has been caused to amend and restate its Articles of Incorporation
and Bylaws as a result of 2010 Res. 8-08A, which eliminated all existing program boards. The revised
documents, already reviewed by the Board of Directors of the Synod, were submitted to the Commission
on Constitutional Matters for approval (Bylaw 3.9.2.2.3). Upon review, the commission brings the
following matters to the attention of the LCMS National Housing Support Corporation for consideration
and, as necessary, amendment prior to final approval.
In the Articles of Incorporation:
•

•
•

Under Article VII, Section 1: The commission calls attention to the generous terms for
indemnification of persons who are made a party to a legal action, suit, proceeding, or claim—
such indemnification to continue until such time as such persons are “finally adjudged to have
been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct.”
The commission suggests adding a provision indicating that removal for cause will constitute the
cut-off date of indemnification.
Under Article VIII, the commission questions whether the references in the final paragraph to the
“Bylaws of the Corporation” are intended instead to be references to its Articles of Incorporation.
The commission suggests dating the document to provide a record to indicate when last amended
and/or restated.

In the Bylaws:
•

•

•

Under Article II, paragraph B, the commission calls attention to Synod Bylaw 1.5.3.2 which
limits the use of the term “executive committee” for committees for “times of emergency between
plenary meetings and to act on delegated assignments.” Bylaw 1.5.3.3 raises its own concerns by
allowing the delegation of “a specific assignment” to a committee [other than an executive
committee] composed of its own members” since such a committee is to serve “for a limited
time.” The commission suggests consideration of Bylaw 1.5.3.4 which allows the appointment of
“standing committees” to which the board “may delegate certain responsibilities” while retaining
supervision. The commission recommends replacing “executive committee” with “standing
committee’ in this paragraph, such standing committees already provided for in the LCMS Board
of Directors Policy Manual.
Under Article III, paragraph E, the commission points out that the requirement that “at least onethird, but less than one-half” of the members of the housing corporation board are to be elected by
the Board of Directors of the Synod leaves uncertain the number of board members to be elected
by the Synod board should the housing corporation board membership grow (potentially up to 15
as stated in Art. III, paragraph B). As the span between one-third and one-half increases, there is
no provision for how the number between one-third and one-half will be decided. A single
fraction (such as the lowest number equal to at least one-third) or a specific number will provide
necessary clarification.
Under Article III, the final sentence of paragraph F needs to reflect Synod Bylaw 3.2.4.2 (a),
which states that persons serving on boards only become eligible for service to the same board
after an interval of three or more years.
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