# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_January 25 26 2013_S24
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

64. Overture to the 2013 LCMS Convention (Bylaws re Synodwide Corporations) – Omnibus V
Overture to the 2013 LCMS Convention
To Address Handbook Issues re Synodwide Corporate Entities
Background
During the triennium, concerns related to bylaws governing synodwide corporate entities were brought to
the attention of the Commission on Handbook. This overture identifies those concerns and advocates
bylaw amendment solutions proposed by the commission for adoption by the 2013 convention of The
Lutheran Church—Missouri Synod.
(A) Synodwide Corporate Entity Governing Documents
(Bylaw 3.6.1.7)
Rationale
Current Bylaw 3.6.1.7 as currently worded requires synodwide corporate entities to provide specific
provisions in each of their governing documents, a requirement which, taken literally, would be
burdensome to these corporations, given the fact that “each governing instrument” can refer to many
documents including policy manuals. The Commission on Handbook proposes the following amendments
to clarify the expectation of the bylaw.
PRESENT/PROPOSED WORDING
3.6.1.7 Each synodwide corporate entity shall provide the following in its governing instruments:
(a) Each governing instrument shall include the a provision that every member of the
governing board shall be a member of a congregation that is a member of the Synod.;
(b) Each governing instrument shall include the a provision that it is a component part of
the Synod, is subject to the Constitution, Bylaws, and resolutions of the Synod, and its
governing instruments are subordinate to the Constitution and Bylaws of the Synod.;
(c) Each governing instrument shall include the a provision that any amendment to a
provision of its governing instruments which relate to its objects and purposes, the
designating of its members, or the procedure for amending its governing instruments
shall require a two-thirds affirmative vote of its members, if any, who are appointed by
the Board of Directors of the Synod.; and
(d) Each governing instrument shall include the a provision that upon dissolution of a
synodwide corporate entity, its remaining assets shall be transferred to the Synod. Any
amendment to this provision shall require the affirmative vote of the Synod in
convention.

(B) Required Background Checks for Board Candidates
(Bylaw 3.12.4.2)
Rationale
The nominations/elections process during the 2010 convention was complicated by the requirement of
background checks for candidates for positions on the Board of Directors of the Lutheran Church
Extension Fund—Missouri Synod. While the nominations process provided by Synod Bylaws 3.12.3.6ff
was followed and background checks were completed for the candidates for the offices, floor nominations
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