# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_August 9 10 2024_S13
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

corporation” to the requirements of 1981 Res. 5-07. As the resolution, however, deals not only with agencies
forming new corporations but also their “seeking to establish or utilize another or added corporations for
the purpose of carrying out their prescribed activities,” the commission determined that the proposal to
bring CanCorp under LCEF would constitute a new utilization of the corporation by LCEF. The
requirements of 1981 Res. 5-07, excluding its numbered parts 3 and 4 (superseded by 2016 Res. 9-02A)
do, therefore, apply.
Two specific provisions of 1981 Res. 5-07 (and related BOD policies) pertain. As applied to the present
situation, these are as follow:
•

First, LCEF “shall be the sole member” of its new or newly utilized subordinate entity (1981 Res.
5-07, second resolve, item 2). CanCorp Bylaw 3.01 (“Item G” in LCEF correspondence) as
proposed provides for additional members to be appointed by the membership, after LCEF would
be appointed as the forming “sole member.”
This language is found to be incompatible with this requirement of 1981 Res. 5-07, a problem for
which LCEF has proposed no apparent alternative solution.

•

Second, “The bylaws of the new corporation shall provide that the Board of Directors, officers, and
all employees and agents of the corporation and also the activities of the corporation are subject to
the Bylaws of [the Synod] and resolutions adopted by the Synod in convention, and that all of the
provisions of the Synod’s Bylaws and resolutions as to supervision or coordination of personnel or
activities will be applicable to the new corporation to the same extent as if the Board of Directors,
officers, employees and agents, and activities of the new corporation, were directly those of the
appropriate District, seminary or college, or other corporation of the Synod” (1981 Res. 5-07,
second resolve, item 5, hereafter, “congruity language”).
This requirement touches on, again referring to the LCEF correspondence, the following:
o

Item A, Part II, namely, the general question whether the above congruity language applies
not only to the operational activities of an LCEF subagency such as CanCorp would be
(that is to say that the subagency must operate within the scope of activity and subject to
the regulations imposed on the parent agency’s activities), but also to the structure of such
subagency (for example, the composition of its governing board and structure of its
administration).

o

More specifically, Items H (CanCorp Bylaw Articles 4, 5, and 6), I (Synod Bylaw 3.6.1.8
[a]), M (Bylaw 3.6.4.3), S (CanCorp Bylaw 9.02), and U (CanCorp Bylaws 18.01, 03), all
having to do with aspects of the CanCorp governing board’s structure and its relation to
the chief executive that do not reflect the requirements imposed by Synod Bylaw
subsections 3.6.1 or 3.6.4 on the governing board and governance-executive relationship
of LCEF. These items—if the congruity language applies not only to activities but to
governance structure—would remain problematic.

The commission finds, first, that the bylaws of any new or newly utilized corporation (“new corporation”)
of corporate Synod or of an agency of the Synod must contain an accurate reflection of the congruity
language.
Second, the new corporation’s “Board of Directors, officers, and all employees and agents;” and its
“activities” (scope and means of operation); and its “supervision or coordination of personnel or activities,”
are all subject to the same regulation by the Bylaws and resolutions of the Synod as those of its parent. This
is the direct consequence of the language required to be inserted, such that it would be inconsistent with
Bylaw 1981 Res. 5-07, for example, to assign to a new corporation any activity that could not, in a manner
consistent with the Bylaws and resolutions of the Synod, be assigned to the new corporation’s parent.

CCM Minutes – August 9–10, 2024 – Page 36