# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_March 30 2023_S3
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

commission notes that LCEF itself would not be prohibited by any LCMS Bylaw from lending to members
of the LCMS in Canada, cross-border regulatory and business issues notwithstanding.)
CanCorp is an existing nonprofit corporation (under the name “English District of The Lutheran Church—
Missouri Synod”) that is registered as a charitable organization with the Canada Revenue Agency (the
Canadian equivalent of the IRS). Currently, all Canadian congregations of the English District are eligible
to be members of CanCorp. If this process is followed, the name will change and LCEF will become the
only member of CanCorp.
Question 1:

Is the creation/conversion of CanCorp the creation of a new synodwide corporate entity
under Bylaw 3.6.1.1?

Opinion:
The commission is of the opinion that CanCorp would not be a new synodwide corporate
entity. While a new/newly converted entity, CanCorp would not be, in essence, different than LCEF, the
sole member of CanCorp. The functions CanCorp would be doing are the same as those given to LCEF
under the Bylaws. LCEF would just be using CanCorp as an instrumentality that it determined is necessary
or convenient for carrying out its charge under the Bylaws. However, this does not mean that CanCorp is
not subject to the Bylaws (or that LCEF or any other agency can circumvent the requirements of the Bylaws
by creating subsidiary entities). As an instrumentality of an agency of the Synod, it would be required to
comply with the Synod’s Constitution and Bylaws to the same extent as its parent, LCEF, is. (Cf. “The
Articles of Incorporation and Bylaws of the new corporation shall provide that the Board, officers, and all
employees and agents of the corporation, as well as the activities of the corporation, are subject to the
Bylaws and resolutions adopted by the Synod in convention, and that all of their provisions as to the
supervision or coordination of personnel or activities will be applicable to the new corporation to the same
extent as if they were directly those of the new corporation.” Synod Board of Directors Policy 6.12.1.3,
“Approval of New Corporations as Agencies of the Synod,” [d]; policy pursuant to 1981 Res. 5-07)
Question 2:
Would CanCorp be able to make loans to Lutheran Church—Canada (inclusive of its
congregations, other affiliated entities, and church workers)?
Opinion:
This question is essentially the same as the question asked in Op. 23-3003. The only
distinction is that LCC is in altar and pulpit fellowship with Synod—and indeed, LCC, along with partner
churches in Brazil and Argentina were once part of Synod—whereas the church body of Op. 23-3003 is
not. LCC is now, however, an established, independent partner church. The noted distinction is therefore
without a difference. Being no longer “within the Synod,” LCC and its congregations, other affiliated
entities, and church workers as such are no longer within the scope of lending activity permitted to LCEF
under Bylaw 3.6.4.
Question 3:

Would CanCorp be able to provide “district support functions” to the English District?

Opinion:
The memorandum accompanying the request states that the English District would like to
continue to work with CanCorp “to facilitate the support of its Canadian congregations.” It is not specified
within the memorandum what such support functions entail. If such support functions are limited to
providing financial resources and related services, then that would not be problematic as that is LCEF’s
purpose under Bylaw 3.6.4. If such support functions encompass activities beyond providing financial
resources and related services, then that would be beyond LCEF’s scope and would not be permissible.
Further information is needed from LCEF on this point before a decision can be rendered.
Review of Proposed Articles
With respect to the proposed articles, the commission notes the following:
•

CanCorp Special Provision (a) provides that LCEF, as the sole member, would have no right with
respect to the assets of CanCorp. This is potentially problematic because, as discussed above,
CanCorp is really an instrumentality of LCEF. However, this Special Provision would have the
effect of converting any LCEF assets given to CanCorp to assets that LCEF would no longer have
CCM Minutes – March 30, 2023 – Page 129