# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_October 16 1993_S9
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

financial records?" Missouri Not-for-Profit Corporate law gives members the right to inspect financial
records for a proper purpose. The question however arises as to who are the members? The Constitution
speaks of pastors and congregations as members. The Articles of Incorporation of the Synod, however, do
not include individuals but only congregations as corporate members. To the question, "Can the
Commission on Constitutional Matters appropriately determine who is the corporate member and will that
be binding on the civil courts?", the possible answer is yes. In Missouri law the Articles of Incorporation
supersede the Constitution and Bylaws. It is also understood that the Missouri statute does not have any
reference to a common right of waiver such as that which could be granted by the synodical convention.
Consequently, efforts to exempt churches from application of the corporate law to those organizations have
not been successful.
As the discussion proceeded, it became clear that it might be possible for the Commission on Constitutional
Matters to determine whether a proper purpose was involved in the requests which were being made for
inspection of financial records. The courts might well allow the Dispute Resolution Process to determine
whether a purpose is proper or improper. It should also be noted that not only may members use the Dispute
Resolution Process but they are obliged to do so. Nevertheless, the Dispute Resolution Process may not be
the proper process to follow to determine whether or not congregations are obliged to observe the state laws
in situations such as those involved in the synodical resolution limiting financial disclosure. It was also
noted that successive requests by the same or related entities might provide a rationale for stating that a
proper purpose is not being served.
Based on the discussion, it was agreed that Judge Groh would prepare a response to be shared with the other
members of the Commission prior to its being forwarded to the Board of Directors.
62. Adjournment : Having completed its business, the meeting was declared adjourned by the Chairman.
Walter L. Rosin, Secretary

Minutes of the Commission on Constitutional Matters - December 4, 1993 Telephone Conference
63. Call To Order and Opening Prayer : Chairman Groh called the meeting to order and requested that
Roland Hopmann lead the members in an opening prayer for God's blessing upon the deliberations which
would take place.
64. Excommunication Hearing-Dispute Resolution Panel (Ag, 1972) : Questions had arisen over a
period of time regarding a hearing by the Dispute Resolution Panel in the matter of excommunication. The
questions revolved around the scope of the hearing and the issues which a panel could consider in the
course of the hearing. It was the congregation's contention that only questions of procedure were to be
addressed while it was the position of a complainant that the cause for the excommunication should also be
under consideration. The Chairman of the Dispute Resolution Panel which was to hear the matter of
excommunication requested a ruling from the Commission on Constitutional Matters on the issues that
might be addressed. The Secretary of the Commission had previously provided a personal response to an
inquiry from the pastor of the congregation which was involved on the same issue. While the Commission
agreed to a large extent with the opinion which had been expressed, it felt that point 3 of the personal
communication required further explanation and response. In view of the discussion which had taken place,
the Commission decided to respond as follows to the request for an opinion from the Chairman of the
Dispute Resolution Panel.