LCMS Convention Proceedings St. Louis, Missouri — 1981, Page 174

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To Provide Guidelines
for New Corporations

; RESOLUTION 5-07
Overture L5-26 (TB, pp. 20—22)

WHEREAS, The Commission on Constitutional
Matters has reported “uncertainty, possible contradic-
tions, conflicts, complexities, and definite lack of clarity,
together with the possibility of legal ramifications” in
the Bylaws of the Synod pertaining to the rights of
Districts and agencies of the Synod to form additional
corporations for the promotion of their work under
Bylaws 3.07c and 2.87; and

WHEREAS, The CCM has urged the Board of Directors
of the Synod to propose legislation it deems necessary to
the Synod assembled in convention, for definite pro-
cedures and policies for the establishment of additional
corporations within the Synod; and

WHEREAS, The Synod’s Board of Directors has
responded to this request and has provided a proposal
according to which such questions may be resolved,
especially in order that church extension work, both at
the District and synodical level, can be advanced; and

WHEREAS, This proposal provides safeguards for the
whole Synod while at the same time considering the
rights of Districts, seminaries, colleges, and other cor-
porations constituting a part of the Synod; therefore be
it

Resolved, That Districts, seminaries, colleges, and
all other corporations constituting a part of the Synod
and seeking to establish or utilize another or added
corporations for the purpose of carrying on their pre-
scribed activities and responsibilities shall first obtain
authorization from the Synod in convention or from the
Synod’s Board of Directors; and be it further

Resolved, That such request for authorization shall
be considered when the District, seminary, college, or
other corporation constituting a part of the Synod
follows the procedures outlined, namely:

1. The petitioning agency shall submit a copy of the
proposed articles of incorporation and bylaws of the
proposed new corporation together with the date when
such new corporation will begin to function. The
petitioning agency shall also describe the way in which
this new corporation will aid in carrying out the
petitioning agency’s responsibilities. All assumptions
pertaining to legal matters shall be accompanied by a
legal opinion.

2. The District, seminary, college, or other corpor-
ation of the Synod or the Board of Directors of any such
agency shall be the sole member(s) of the new
corporation.

3. The articles of incorporation of such new corpor-
ation shall provide that the Synod in convention may
determine at any time that the new corporation be
terminated and its assets, subject to its liabilities,
restored to the appropriate District, seminary or college,
or other corporation of the Synod, or, if that corporation

RESOLUTIONS 175

of the Synod is no longer in existence, to the general
Synod. The articles of incorporation shall also provide
that in the event of dissolution other than by direction
from the Synod in convention, the assets of such new
corporation, subject to its liabilities, shall be restored to
the appropriate District, seminary or college, or other
corporation of the Synod, or, if such other corporation is
not then in existence, to the general Synod.

4. The articles of incorporation of the new corpor-
ation shall provide that the Constitution of The
Lutheran Church—Missouri Synod is the constitution
of that new corporation, that all provisions ofits articles
of incorporation and bylaws are subordinate to the
provisions of the Synod’s Constitution, and that the
provisions of the Synod’s Constitution as interpreted by
the CCM shall govern in any case of conflict.

5. 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
Lutheran Church—Missouri 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.

6. The bylaws of the new corporation shall provide
that its assets are “property of the Synod” as that term
is defined in, and to the extent and for the purposes
established in, the Bylaws of The Lutheran Church—
Missouri Synod, as the same may be changed from time
to time.

7. The bylaws of the new corporation shall provide
that minutes of its Board of Directors or other governing
board, and regular independently audited financial
statements, shall be promptly furnished to the Board of
Directors of the appropriate District, seminary or
college, or other corporation of the Synod. The bylaws of
the District, seminary or college, or other corporation of
the Synod shall require its Board of Directors to review
and to appropriately respond to the content of those
minutes and financial statements; and be it further

Resolved, That failure to comply with the above
procedures and to receive permission to establish or
utilize new corporations from the Synod in convention
or from the Board of Directors will cause such new and
unauthorized corporations to be treated as not a part of
the Synod for legal and tax purposes; and be it finally

Resolved, That this resolution be considered in no
way as a challenge to or a weakening of the rights
assured under the Synod’s Constitution, Bylaws, and
convention resolutions to each District, seminary,
college, or other corporation constituting a part of the
Synod.

Action: Adopted (7).