# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_August 9 10 2024_S12
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

to the extent permissible by Canadian law.) Input was also requested from the LCMS Board of Directors
and, informally, received.
The commission concludes its review of this item in three parts, adding a fourth part, consisting of
observations of broader significance:
(A) Effect of 2023 Res. 9-10A, “To Amend Bylaws 3.6.4 and 3.6.4.4.1 to Clarify Use of Lutheran Church
Extension Fund Financial Resources and Related Services”
Certain concerns raised in Opinions 23-3003 and 23-3005 have been addressed by way of this resolution’s
Synod bylaw amendments. These have provided the possibility of LCEF being authorized, under specific
circumstances and when approved by the Board of Directors (BOD) of the Synod, to serve beyond the
Synod. This resolves—subject to such approval being requested and received—the issues noted in Op. 233003 and in response to the second and third questions of Op. 23-3005.
(B) Issues remaining in Ag. 23-3005A correspondence that may be resolved relatively simply at present
Correspondence between LCEF and the Secretary in connection with Ag. 23-3005A has identified
remaining lettered items A–W. Many of these items are addressed simply as follows (Item A containing
two overarching issues, I and II, with the latter addressed further below):
•

Item A, Issue I: The general question was raised, as to whether agency bylaws (generally, Bylaw
section 1.5) apply to CanCorp as an agency of an agency of the Synod. Clearly, CanCorp is, as an
agency of the English District, and would be, as an agency of LCEF, an agency of the Synod (Bylaw
1.2.1 [a]), and bylaws related to agencies generally would definitely apply to CanCorp in particular.

•

Item B (related to Op. 23-3005 Question 3) may be addressed by LCEF obtaining approval of the
Synod Board of Directors necessary for any activities not specifically mentioned in Bylaw
3.6.4.4.1, which activities must still fall within the realm of “financial resources and related
services” and be “consistent with the mission and ministry of the Synod.”

•

Item C (re CanCorp Special Provision [g]) may be addressed either by LCEF pursuing changes to
asset ownership language, or by Synod BOD acknowledging the situation in its approval.

•

Items D, E, and F (regarding inclusion of Bylaw 1.5.3.6 language and CanCorp Bylaws 2.01 and
3.01) would be resolved by LCEF obtaining an exception from Synod’s BOD, as specifically
allowed for under Synod Bylaw 1.5.3.6.

•

Items J, K, N, O, P, T, V and W appear to be resolvable by further changes proposed by LCEF.

•

Item Q (Bylaw 1.5.2 language): The commission finds that the practice is obligatory but the
inclusion of language in the CanCorp Bylaws—if for some reason impossible—is not.

•

Items L and R (dealing with requirements of Bylaw section 1.5, applicable to agencies) remain an
issue, as Bylaws 1.5.7–1.5.7.1 apply to CanCorp as an agency of Synod, and would need to be
addressed. It seems to the commission that these could be addressed with suitable adjustments to
the proposed CanCorp Bylaws, yet to be proposed. The Synod BOD does not have authority, under
present Synod Bylaws, to grant a variance from these provisions.

(C) Force and application of 1981 Res. 5-07, “To Provide Guidelines for New Corporations”
Two significant issues remain, having to do with aspects of 1981 Res. 5-07, “To Provide Guidelines for
New Corporations,” the remaining-in-force provisions of which (see 2016 Res. 9-02A, “To Ensure
Uniformity of Relationship and Asset Disposition Language in Governing Documents of Corporate
Agencies of the Synod”) are ensconced in Synod BOD Policy 6.12.1.3.
With regard to this resolution’s requirements, the commission considered first whether CanCorp, having
been incorporated in Ontario in 1954 in association with the English District, would be subject as a “new
CCM Minutes – August 9–10, 2024 – Page 35