# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_February 1 2 2013_S9
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

As it gets ready to embark on its first project, National Housing proposed to create a “development entity
LLC [Limited Liability Corporation] with documents complying with the LCMS Board of Directors’
policy, which LLC in turn would establish “project level LLC(s)” alone or with other entities, and that the
documents governing the project level LLC(s) would not include the LCMS Board of Directors’ policy
provisions. National Housing has requested clarification as to whether this proposal is in accordance with
the Constitution, Bylaws and resolutions of the Synod.
Response: The responsibility of the Commission on Constitutional Matters is to interpret the
Constitution, Bylaws and resolutions of the Synod and not the policies of the Synod’s Board of Directors.
Although the Synod has established certain mandatory provisions to be included in the governing
documents of its agencies, and has established procedures and limitations on the right of agencies of the
Synod to create additional corporations to carry out their functions, in the circumstances described,
Synod’s Board of Directors has already given its express approval “to create or join with other entities in
creating subsidiary or affiliated entities…”
The Synod in 2004 Res. 4-11 established requirements to be included in all incorporated agencies, as
follows:
Resolved, That every incorporated agency of the Synod, including every seminary, university,
college, district, and synodwide corporate entity of the Synod include the following provision in its
Articles of Incorporation to promote the unity and to safeguard the interests of the Synod:
1. This corporation, as part of The Lutheran Church—Missouri Synod (the Synod), acknowledges
its allegiance to the Synod and to the convention of the Synod (the convention).
2. It submits to the authority of the Synod and the convention.
3. It accedes to, recognizes, and accepts the doctrine taught and practiced in the Synod (Art. II)
and also the Articles of Incorporation, Constitution, and Bylaws of the Synod, as currently in
effect and as may hereafter be amended from time to time.
4. In the event of any conflict or inconsistency between the organizational documents of this
corporation and the Articles of Incorporation, Constitution, or Bylaws of the Synod, as may
hereafter be amended from time to time, the Articles, Constitution, or Bylaws of the
Synod shall control and govern.
5. In the event this corporation is dissolved or its existence otherwise terminates or is terminated,
all right, title, and interest in and to its property, whether tangible or intangible and whether real
or personal, shall thereupon automatically vest in or be transferred to the Synod, and this
corporation covenants and agrees to execute and deliver to the Synod such documents and
instruments and to take such other and further actions as the Synod may deem reasonably
necessary or desirable, in order to evidence and give full effect to the foregoing.
6. The above provisions may not be altered or deleted without the approval of the Synod, in
convention, or the Board of Directors of the Synod.
Based on paragraph 6 of this resolution, any fully owned corporation formed by an agency of the Synod
must comply with this resolution unless the agency has received approval from Synod’s Board of
Directors to do otherwise. To the extent that National Housing partners with others outside the agencies
of the Synod itself, it is free to establish project level LLCs without including the provisions required of
an agency of Synod itself. With respect to compliance with other policies of the Synod’s Board of
Directors, inquiry should be made directly to that board.

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