# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_November 11 13 2011_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

KFUO, the synodwide corporate entities, all educational institutions owned and maintained by the Synod,
and also “all districts and incorporated church extension funds.” 1
That language was stricken from a later iteration of the bylaws, which was apparently a reflection of a
general understanding that continued inclusion was superfluous, and not a change of policy. This is
reflected particularly in the actions of the 1981 convention. At that convention, the district CEF involved
in the question was specifically authorized by Res. 5-06A. The same convention, in Res. 5-07, made clear
that the Synod considered all corporations formed by its districts to be ultimately owned and controlled
by the Synod itself. 2 Thus, a district CEF is subject to the provisions of the Synod’s dispute resolution

1
2

See 1989 Synod Bylaw 8.03 (b).
1981 Resolution 5-07:
WHEREAS, The Commission on Constitutional Matters has reported "uncertainty, possible contradictions, conflicts,
complexities, and definite lack of clarity, together with the possibility of legal ramifications" in the Bylaws of the Synod
pertaining to the rights of Districts and agencies of the Synod to form additional corporations for the promotion of their
work under Bylaws 3.07c and 2.87; and
WHEREAS, The CCM has urged the Board of Directors of the Synod to propose legislation it deems necessary to the
Synod assembled in convention, for definite procedures and policies for the establishment of additional corporations within
the Synod; and
WHEREAS, The Synod's Board of Directors has responded to this request and has provided a proposal
according to which such questions may be resolved, especially in order that church extension work, both at the District and
synodical level, can be advanced; and
WHEREAS, This proposal provides safeguards for the whole Synod while at the same time considering the rights of
Districts, seminaries, colleges, and other corporations constituting a part of the Synod; therefore be it
Resolved, That Districts, seminaries, colleges, and all other corporations constituting a part of the Synod and seeking to
establish or utilize another or added corporations for the purpose of carrying on their prescribed activities and
responsibilities shall first obtain authorization from the Synod in convention or from the Synod's Board of Directors; and be
it further
Resolved, That such request for authorization shall be considered when the District, seminary, college, or other
corporation constituting a part of the Synod follows the procedures outlined, namely:
1. The petitioning agency shall submit a copy of the proposed articles of incorporation and bylaws of the proposed new
corporation together with the date when such new corporation will begin to function. The petitioning agency shall also
describe the way in which this new corporation will aid in carrying out the petitioning agency's responsibilities. All
assumptions pertaining to legal matters shall be accompanied by a legal opinion.
2. The District, seminary, college, or other corporation of the Synod or the Board of Directors of any such agency shall
be the sole member(s) of the new corporation.
3. The articles of incorporation of such new corporation shall provide that the Synod in convention may determine at
any time that the new corporation be terminated and its assets, subject to its liabilities, restored to the appropriate
District, seminary or college, or other corporation of the Synod, or, if that corporation of the Synod is no longer in
existence, to the general Synod. The articles of incorporation shall also provide that in the event of dissolution other
than by direction from the Synod in convention, the assets of such new corporation, subject to its liabilities, shall be
restored to the appropriate District, seminary or college, or other corporation of the Synod, or, if such other corporation
is not then in existence, to the general Synod.
4. The articles of incorporation of the new corporation shall provide that the Constitution of The Lutheran Church—
Missouri Synod is the constitution of that new corporation, that all provisions of its articles of incorporation and bylaws
are subordinate to the provisions of the Synod's Constitution, and that the provisions of the Synod's Constitution as
interpreted by the CCM shall govern in any case of conflict.
5. The bylaws of the new corporation shall provide that the Board of Directors, officers, and all employees and agents
of the corporation and also the activities of the corporation are subject to the Bylaws of The Lutheran Church—
Missouri Synod and resolutions adopted by the Synod in convention, and that all of the provisions of the Synod's
Bylaws and resolutions as to supervision or coordination of personnel or activities will be applicable to the new
corporation to the same extent as if the Board of Directors, officers, employees and agents, and activities of the

new corporation, were directly those of the appropriate District, seminary or college, or other corporation
of the Synod [emphasis added].
6. The bylaws of the new corporation shall provide that its assets are "property of the Synod" as that term is defined in,
and to the extent and for the purposes established in, the Bylaws of The Lutheran Church―Missouri Synod, as the
same may be changed from time to time.

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