LCMS Convention Proceedings St. Louis, Missouri — 1981, Page 224

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LATE REPORTS AND OVERTURES 225

- Synod’s Board of Directors and approved by it prior to
* the effective date upon which such new corporation first
- begins to function, and all subsequent changes in such
articles of incorporation and bylaws must be submitted
to and approved by the Board of Directors before these
changes may be made effective. The purpose to be
served by the establishing or utilizing of each new
corporation shall be described in detail in a written
statement accompanying the articles of incorporation
and bylaws. If it is suggested that a new corporation
should be established or utilized to reduce or limit legal
liability, the statement shall be accompanied by a
written legal opinion of a lawyer representing the
District, seminary or college, or other corporation of the
Synod proposing to establish or utilize such a corpora-
tion, which opinion shall include citations of law and
reflect an adequate evaluation of the entity and of the
Synod of which it is part, which opinion shall state that
under the law of the applicable jurisdiction(s) such a
result is likely to be attained.

2. The District, seminary or college, or other corpora-
tion of the Synod, or its Board of Directors, must be the
sole member(s) of the new corporation.

3. The articles of incorporation of such new corpora-
tion must provide that the Synod in convention may
determine at any time that the new corporation shall 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
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, ifsuch other corporation is
not then in existence, to the general Synod.

4. The articles of incorporation of the new corpora-
tion must provide that the Constitution of The Lutheran
Church—Missouri Synod is the constitution of that new
corporation, that all provisions of its articles of incor-
poration and bylaws are subordinate to the provisions
of the Synod’s Constitution, and that the provisions of
the Synod’s Constitution 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 are subject, as to all
activities of the corporation, to the Bylaws of The
Lutheran Church—Missouri Synod and _ resolutions
established 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 col-
lege, or other corporation of the Synod, and the Bylaws
of the District, seminary or college, or other corporation
of the Synod shall require its Board of Directors to
review and either approve or disapprove the content of
those minutes and accept or not accept such financial
statements (or, if not acceptable, question the data
shown in such statements and direct the new corpora-
tion to take all appropriate action with respect thereto),
not just receive such minutes and financial statements;
and be it further

Resolved, That the Synod, having permitted the
establishing or utilizing of new corporations only if
given prior convention or Board of Directors.approval
and only according to certain procedures and subject to
certain conditions, declares that if a new corporation is
established without: that prior approval, or without
following these procedures, or not in accordance with all
those conditions, then in that event the said new
corporation shall not be treated as a part of the Synod
for any legal or tax purposes; and be it further

Resolved, That the Synod’s Bylaw 2.77 with respect
to the authority of the Synod’s Board of Directors is
hereby amended to provide the additional paragraph:

e. The board shall approve the incorporation of
any agency of the synod as well as the articles of
incorporation and the bylaws, and any subsequent
amendments thereto, of such corporations, excluding
Districts but including agencies created by the Dis-
tricts; the Articles of Incorporation and the Bylaws of
Districts themselves shall be reviewed by the Com-
mission on Constitutional Matters; and be it further

Resolved, That the Synod’s Bylaws are hereby
amended to insert the following provision, with the
appropriate synodical entity indicated, in present Chap-
ters III and VI, in Subpart D of present Chapter IX, in
Subpart A of Chapter XI, and in Subpart C of present
Chapter XV:

As used in these Bylaws, unless the context
clearly requires otherwise, reference to [District]
{educational institution] [Foundation] [Concordia
Publishing House] [Concordia Historical Institute]
shall mean not only that organization, but also each
other incorporated entity, at any time existing, duly
established or utilized by it as a corporation operating
under the Synod’s Constitution; and be it finally

Resolved, That the Synod in convention having
addressed itself to those issues that were dealt with by
the Commission on Constitutional Matters in its opinion
dated July 26, 1980, and its supplemental opinion dated
Feb. 19, 1981, both the opinion and the supplemental
opinion be recognized as having no force and effect.

Board of Directors