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LCMS Convention Workbook St. Louis, Missouri — 2016, Page 381

Scan: The Lutheran Church—Missouri Synod
Transcription machine transcription, uncorrected

FINANCE

381

Resolved, That the 2015 Montana District Convention petition
the 2016 LCMS convention to direct the Synod’s Board of Directors
to investigate and present changes to the Synod’s budget and organization to the 2019 LCMS convention in order to redirect monies
to our seminaries, the Global Seminary Initiative, and missionaries
beginning 2020.
Montana District

The end result of the Resolution 4-11 Committee’s work is this
overture to the 2016 LCMS convention, proposed with the assistance of LCMS legal counsel. It is consistent with existing LCMS
organizational documents and advocates rescinding 2004 Res. 4-11,
superseding pertinent portions of 1981 Res. 5-07, and adopting a
new Bylaw 1.5.3.6.

9-07

Therefore be it
Resolved, That 2004 Res. 4-11 be herewith rescinded in lieu of
the adoption of new Bylaw 1.5.3.6 by this convention to accomplish
the same expectations but in a manner more amenable to legal and
other requirements of the Synod’s various corporate agencies; and
be it further
Resolved, That those portions of 1981 Res. 5-07 pertaining to
matters now addressed by the adoption of new Bylaw 1.5.3.6 be superseded by this convention action and its new Bylaw 1.5.3.6; and be
it further
Resolved, That new Bylaw 1.5.3.6 be adopted as follows:

To Assure Uniformity of Relationship and Asset
Disposition Language in Governing Documents
of Corporate Agencies of the Synod
Rationale
As the various corporations of the Synod were established, different reversionary language was used to make clear that all property
of its agencies is the “Property of the Synod” (with the exception
of assets held by the Lutheran Church Extension Fund—Missouri
Synod and by any agency in a fiduciary capacity such as administered
by Concordia Plan Services or certain funds held by The Lutheran
Church—Missouri Synod Foundation; see Bylaw 1.2.1 [q]). Such
variety led the 1981 LCMS convention to adopt Res. 5-07 to provide
“definite procedures and policies for the establishment of additional
corporations within the Synod.”
More recently, legal counsel advised that it would be helpful for
the unity and interests of the Synod if clear and consistent relationship and property reversionary language be included in the Articles
of Incorporation of all corporate agencies, new and old. This interest
resulted in the adoption by the 2004 LCMS convention of Res. 4-11,
requiring the inclusion of “clear relational and property reversionary
provisions in the Articles of Incorporation of all corporate agencies.”
Such provisions were developed by the Commission on Structure with
the assistance of special legal counsel, to be included verbatim in the
Articles of Incorporation of all corporate entities of the Synod, “not
to be altered or deleted without the approval of the Synod, in convention, or the Board of Directors of the Synod.”
Ongoing efforts by the CCM (including the creation of a model
articles of incorporation document) to see to it that such language is
found in all agency Articles of Incorporation has resulted in unforeseen difficulties and concerns, including not-for-profit corporation
laws with requirements that vary from state to state. This was a subject of discussion at a joint meeting of the Council of Presidents,
CCM, and Commission on Handbook on November 20, 2014, resulting in the naming of a “Resolution 4-11 Committee” to represent the
three groups. The committee’s assignment was to recommend next
steps for the implementation, modification, or rescission of Res. 4-11
while continuing to honor the intentions of the resolution (and those
of 1981 Res. 5-07).
As the committee reviewed its assignment, it requested comments regarding the resolution from the corporate agencies of the
Synod while also examining how the provisions of Res. 4-11 impact
LCMS organizational documents. After a series of telephone conference meetings, the committee requested the assistance of the Synod’s
legal counsel, Thompson Coburn LLP, to consider comments received
in response to the letter to the corporate agencies, to review the interaction of Res. 4-11 with provisions of the LCMS organizational
documents, and to consider a new approach to the entire matter of
uniformity of reversionary language.

Proposed Action by the Convention

PROPOSED WORDING
1.5.3.6 Notwithstanding anything in the Bylaws to the contrary, the
Articles of Incorporation or other governing documents of each agency
shall contain the following provisions:
(a) That in the event of dissolution other than by direction from the
Synod in convention, the assets of such agency, subject to its liabilities, shall be transferred, consistent with applicable state and federal
laws, as follows:
(1) In the case of a district, university, college, or seminary, to
The Lutheran Church—Missouri Synod as may be more
specifically described elsewhere in these Bylaws;
(2) In the case of a corporation formed by an agency (as defined
in these Bylaws), to the agency that formed the dissolving
corporation, or if such forming agency is not then in
existence, to The Lutheran Church—Missouri Synod itself.
(b) That all provisions of its Articles of Incorporation and Bylaws are
subject to the provisions of the Constitution, the Bylaws, and the
resolutions of the Synod in convention.
An agency may submit any concerns related to the inclusion of subsections (a) or (b) in its governing documents to the Board of Directors
of the Synod, and the Board of Directors may determine to permit the
removal or modification of these provisions for an affected agency.

and be it finally
Resolved, That the agencies of the Synod accommodate the
requirements of this Bylaw change in time for the CCM to report the
status of compliance to the 2019 convention of the Synod.
Commission on Constitutional Matters; Commission on
Handbook; Board of Directors
9-08

To Address CUS and Seminary
Graduate Indebtedness
Whereas, Some graduates from our Synod’s colleges and universities have educational debts up to $50,000; and
Whereas, Some graduates from our Synod’s seminaries have
educational debts up to $70,000; and
Whereas, Graduates entering professional church work positions often receive lower wages as beginning pastors and teachers or
in other church work positions; and
2016 Convention Workbook