LCMS Convention Workbook St. Louis, Missouri — 2010, Page 182

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182

ADMINISTRATION AND FINANCE

4-11

To Amend and Restate the Articles
of Incorporation
Rationale
Changes to the Constitution and Bylaws of the Synod advocated
by the Blue Ribbon Task Force on Synod Structure and Governance,
if adopted, will require certain changes to the Synod’s Articles of
Incorporation. This provides occasion to update also the entire
document to describe more accurately the objectives, purposes, governance, and activities of the Synod. The Commission on Structure,
whose responsibility it is to provide “direction for the ongoing maintenance and management of the Handbook” (Bylaw 3.9.5), proposes
the following amendments.
PRESENT/PROPOSED WORDING
Amended and Restated
Articles of Incorporation
of
The Lutheran Church—Missouri Synod
Article I. Name, Duration, Registered Office, and Agent
a. The name of this corporation shall be “The Lutheran Church—Missouri Synod.”
b The period of duration of the this corporation is perpetual.
c. The address of the registered office of the this corporation is 1333 S.
Kirkwood Road, St. Louis, Missouri.
d. The name of the registered agent of the this corporation is CT Corporation System.
Article II. Objectives and Purposes
The objectives and purposes of this corporation shall be are:
a. To unite in a corporate body the congregations of the Evangelical
Lutheran Church congregations that acknowledge and remain true
to the Book of Concord of the year of our Lord 1580 as a true exhibition of sound Christian doctrine.
b. To train ministers and teachers for service in the assist in the establishment of Evangelical Lutheran Church congregations and preaching stations.
c. To assist, and advise, and protect member congregations, pastors,
and teachers affiliated with and ministers of religion—ordained and
ministers of religion—commissioned of The Lutheran Church—
Missouri Synod, and to exercise supervision over such pastors and
teachers as to to provide for their ecclesiastical supervision in matters of doctrine, and practice, and their performance administration
of their official duties, and to acknowledge and assert the protections
granted by the First Amendment to the Constitution of the United
States.
d. To establish, build, conduct, and maintain support the establishment
and maintenance of theological seminaries, colleges, academies,
schools, universities, and other institutions of learning to train ministers of religion—ordained, ministers of religion—commissioned,
and laity for service in the Evangelical Lutheran Church.
e. To assist in the establishment of Lutheran congregations and preaching stations.
e. To spread the Gospel of Jesus Christ by means of radio and television broadcasting, visual education, and all other forms of missionary endeavor throughout the world by every means possible.
f. To print, publish, purchase, sell, and otherwise disseminate Bibles,
books, periodicals, literature, music, and other supplies for provide
assistance and resources to the congregations, schools, Sunday
schools, preaching stations, and institutions and agencies of the
Synod for the dissemination of the Christian Gospel.

g. To establish and conduct all such enterprises and endeavors and to
exercise such further power as may be necessary or expedient to
carry out the objectives stated in the Constitution of The Lutheran
Church—Missouri Synod.
Article III. Membership
Membership in the this corporation is held and may be acquired by
congregations, ministers of religion—ordained, and ministers of religion—commissioned, as defined by the Constitution and Bylaws of this
corporation, who confess and accept the confessional basis of Article
II of the Constitution of The Lutheran Church—Missouri Synod. The
member congregations of The Lutheran Church—Missouri Synod shall
be the voting members of the this corporation. Congregations shall exercise their voting power through clergy and lay delegates distributed
among representing the member congregations in such number as may
be determined from time to time by in accord with the Constitution and
Bylaws of The Lutheran Church—Missouri Synod.
Article IV. Meetings
This corporation shall have general meetings, called synodical conventions, at least once every three four years, or as often as may be
determined by resolution of the corporation Synod in convention. Special meetings may be called in such manner as may be provided by the
Constitution or Bylaws of The Lutheran Church—Missouri Synod. All
officers, the Board of Directors of corporate Synod, and all corporations, boards, and other subordinate bodies and agencies of the Synod,
defined in such Constitution or Bylaws, shall be responsible to the synodical Synod convention, which is the ultimate authority of the this corporation.
Article V. Officers
The This corporation shall have a board of directors of such number
and qualifications and who shall be elected in such manner and for such
terms of office as shall be set forth in the Constitution or Bylaws of
The Lutheran Church—Missouri Synod. In addition, the this corporation shall have other officers having such qualifications and who shall
be elected or appointed in such manner and for such terms of office as
provided for in the Constitution or Bylaws of The Lutheran Church—
Missouri Synod.
The management authority and duties of the board of directors of
the Synod this corporation shall be limited to the extent such authority
and duties are delegated by the Constitution and Bylaws of The Lutheran Church—Missouri Synod to other officers and agencies of the
Synod. The management authority and duties of the board of directors
and such other officers and agencies shall be defined in the Constitution
and Bylaws, and each of them shall be responsible to the The Lutheran
Church—Missouri Synod for the proper and prudent fulfillment of the
authority and duties so designated to them. In the case of any conflict or uncertainty in determining the authority and duties of the Board
of Directors and such other officers and agencies, the opinions of the
Commission on Constitutional Matters of The Lutheran Church—Missouri Synod interpreting the Constitution and Bylaws of The Lutheran
Church—Missouri Synod shall be binding, unless and until overruled
by a convention of the Synod. In case of any conflict or uncertainty relative to the applicability of the laws of the State of Missouri, such issues
shall be resolved in accord with the provisions in the Constitution and
Bylaws of the The Lutheran Church—Missouri Synod.
Article VI. Property
This corporation shall have power to acquire by gift, grant, demise,
devise, bequest, purchase, or otherwise, property of every kind and description, real, personal, or mixed; to hold and use such property and
deal with, or dispose of, any or all such property by sale, exchange, or
gift, when necessary or expedient to carry out the objects and purposes
of the this corporation; to receive, maintain, and administer endowments, legacies, pension funds, retirement funds, and such other general
or trust funds as may be necessary for the operation of the this corporation or for the accomplishment of its purposes; provided that all such
property shall be acquired, dealt with, or disposed of in a manner not in

2010 Convention Workbook

2010 Convention.indb 182

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