# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_June 10 11 1994_S4
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

In order to eliminate any future question on this issue, the Commission suggested that the wording of the
phrase be changed to read, "Service of one'-half or more of a term shall be regarded as a full term under
limited tenure rules." This would deal with any uncertainty that could arise.
87. Definition of The Lutheran Church-Missouri Synod (LCMS Inc.) as it Applies to its Financial
Statements (Ag. 1985, Min. 79) The Commission continued a discussion of the matter of the definition of
The Lutheran Church-Missouri Synod (LCMS, Inc.) as it applies to its financial statements. Dr. Schuelke
met with the Commission in order to clarify some of the concerns which are involved. One of the questions
involved is that of the relation of the Constitution and Bylaws to the corporate entities of the Synod.
Originally the Synod was an association which had a governing instrument which it called a constitution.
The corporate form was later added to the association form. It was noted that Bylaw 1.07 bears on the
question. Also related are questions involving Bylaws 3.182 and 3.190, dealing with the President of the
Synod as Chief Executive Officer. Other bylaws which have a bearing on the question are Bylaw 3.183 a,
which speaks of functions of the boards of directors, 3.185 which describes articles of ' incorporation and
bylaws of the synodical entities listed in Chapter III of the Handbook, and 3.192 which appears to be in
conflict with other bylaws since it gives the Board of Directors authority with respect to the property of
other entities of the Synod, including those properties of other corporations.
As discussion continued, it was noted that the Constitution does not appear to be in accord with the Bylaws
and that Synod's Board of Directors should be advised that if this is so, a revision of numerous bylaws
would be required. In the discussion which continued with Dr. Schuelke, it was noted that fund accounting
is being eliminated. This will require accounting for all funds except temporarily or permanently restricted
funds. In addition, the new accounting will require the booking of pledges.
It was further noted that as groups such as The Lutheran Church-Missouri Synod Foundation and Lutheran
Church Extension Fund, as wen as Concordia University System were added as bylaws, the Constitution
and Bylaws were never fully changed to meet the changes which had been approved by the Synod in
convention. Corporate not-for-profit law gives separate corporation powers which the Bylaws did not give
these corporations. Furthermore, other boards are not subsidiary to the LCMS in a secular corporate sense,
although the LCMS, Inc. has some authority over the unincorporated boards. A partial correction of the
problem was made in 1992 when corporations were given power in the Bylaws which they already had in
not-for-profit corporate law.
It was pointed out that if the bylaws involving the separate corporations is to the considered
unconstitutional, this will have an effect on accreditation of colleges and universities. It will affect the
federal funds which are available to the schools, and it will eliminate or reduce the insolation of LCEF and
the Foundation from the Synod.
Since time elapsed before the Commission could reach a conclusion on the questions which were asked, it
was agreed to delay a response until a future meeting. The Commission concluded that time for reflection
was needed on the important matter regarding the definition of The Lutheran Church-Missouri Synod
(LCMS, Inc.) as it applies to financial statements. The question needs to be asked, what is Synod? Related
to this question is the question of the power to dissolve, and the distribution of assets. Also involved is the
question of directors, and how they are elected. The Articles of Incorporation of districts might also be of
interest and relevance.
88. Printing of Opinions : By formal motion, the Commission asked that the full text of the opinion on
access to financial disclosure be printed.
By formal action, the Commission also resolved to direct that the opinion on the autonomy of a
congregation also be published in its full text in an official periodical of the Synod.