# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_December 4 5 2015_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Commission on Constitutional Matters, and Commission on Handbook on November 20, 2014, resulting in the
naming of a “Resolution 4-11 Committee” to represent the three groups. The committee’s assignment was to
recommend next steps for the implementation, modification, or rescission of Res. 4-11 while continuing to
honor the intentions of the resolution (and those of 1981 Res. 5-07).
As the committee reviewed its assignment, it requested comments regarding the resolution from the
corporate agencies of the Synod while also examining how the provisions of Res. 4-11 impact LCMS
organizational documents. After a series of telephone conference meetings, the committee requested the
assistance of the Synod’s legal counsel, Thompson Coburn LLP, to consider comments received in response to
the letter to the corporate agencies, to review the interaction of Res. 4-11 with provisions of the LCMS
organizational documents, and to consider a new approach to the entire matter of uniformity of reversionary
language.
The end result of the Resolution 4-11 Committee’s work is this overture to the 2016 LCMS convention,
proposed with the assistance of LCMS legal counsel. It is consistent with existing LCMS organizational
documents and advocates rescinding 2004 Res. 4-11, superseding pertinent portions of 1981 Res. 5-07, and
adopting a new Bylaw 1.5.3.6.
Proposed Action by the Convention
Therefore be it
Resolved, That 2004 Res. 4-11 be herewith rescinded in lieu of the adoption of new Bylaw 1.5.3.6 by this
convention to accomplish the same expectations but in a manner more amenable to legal and other requirements
of the Synod’s various corporate agencies; and be it further
Resolved, That those portions of 1981 Res. 5-07 pertaining to matters now addressed by the adoption of
new Bylaw 1.5.3.6 be superseded by this convention action and its new Bylaw 1.5.3.6; and be it finally
Resolved, That new Bylaw 1.5.3.6 be adopted as follows:
PROPOSED WORDING
1.5.3.6 Notwithstanding anything in the Bylaws to the contrary, the Articles of Incorporation or other
governing documents of each agency shall contain the following provisions:
(a) That in the event of dissolution other than by direction from the Synod in convention,
the assets of such agency, subject to its liabilities, shall be transferred, consistent with
applicable state and federal laws, as follows:
(1) In the case of a district, university, college, or seminary, to The Lutheran
Church—Missouri Synod as may be more specifically described elsewhere in these
Bylaws;
(2) In the case of a corporation formed by an agency (as defined in these Bylaws), to the
agency that formed the dissolving corporation, or if such forming agency is not then
in existence, to The Lutheran Church— Missouri Synod itself.
(b) That all provisions of its Articles of Incorporation and Bylaws are subject to the
provisions of the Constitution, the Bylaws, and the resolutions of the Synod in convention.
An agency may submit any concerns related to the inclusion of subsections (a) or (b) in its
governing documents to the Board of Directors of the Synod, and the Board of Directors may
determine to permit the removal or modification of these provisions for an affected agency.
And be it finally
Resolved, That the agencies of the Synod accommodate the requirements of this bylaw change in time for
the Commission on Constitutional Matters to report the status of compliance to the 2019 convention of the
Synod.

146. Approval of Overture to the 2016 LCMS Convention: “To Provide Assistance to Lay
Reconcilers Serving on Dispute Resolution, Hearing, and Final Hearing Panels”

CCM Minutes – December 4–5, 2015 – Page 109