LCMS Convention Proceedings St. Louis, Missouri — 1995, Page 158

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158 . RESOLUTIONS

To Withdraw Certain Bylaws Adopted
_in 1992 and Affirm Synodwide
‘Corporate Bodies

RESOLUTION 7-23
Overture L7-100 (TB, p. 205)

WHEREAS, 1992 convention Res. 8-01A submitted by the
synodical Board of Directors adopted Bylaw changes to
clarify the roles of the other synodwide corporate boards
and their relationship to the synodical Board of Directors
and to bring the Bylaws into compliance with the Missouri
“General Not-for-Profit Corporation Act.” (This act has been
replaced, effective July I, 1995, by the new “Missouri Non-
Profit Corporation Act” which has similar provisions); and

Wuereas, The Commission on Constitutional Matters
has issued an. opinion related to Res. 8-01A, dated March
6, 1995, which declared invalid certain Bylaws adopted in
such resolution; and

WHEREAS, Synod’s general legal counsel and special legal
counsel on ‘securities and corporate matters advise that the
CCM opinions: have raised significant legal questions con-
cerning the operations of Lutheran Church Extension
Fund—Missouri Synod, The Lutheran Church—Missouri
Synod Foundation, and other synodwide corporate entities
and other matters; and

WHEREAS, The commission clarified by an opinion dated
July 5, 1995, that the March 1995 opinion was not intended
to invalidate the corporate existence of any of the synod-
wide corporate bodies, nor any action by the Boards of Di-
rectors of the synodwide corporate bodies nor any Bylaw
provision existing before 1992; and —

WHEREAS, The issues raised by these opinions require
lengthy and detailed study which cannot be completed prior
to the end of this convention; and

WHEREAS, The President of the Synod has appointed a

Blue Ribbon Committee to study the structure of the Synod
and has directed the committee to issue its final report and
recommendations in the spring of 1997 so that it can be
studied by the members of the Synod prior to the 1998 con-
vention; and

WHEREAS, While the CCM issued an opinion that certain
of the Bylaws adopted in Res. 8-01A are invalid and of no
effect, it did not identify the specific 1989 Bylaws to be re-
stored to the current Bylaws of the Synod; therefore be it

Resolved, That those Bylaw provisions of 1992 conven-
tion Res. 8-01A that were declared invalid in the March 6, -
1995, CCM opinion are withdrawn from the Bylaws; and be ™
it further

Resolved, That the Bylaws hereby withdrawn shall be
replaced by the appropriate 1989 bylaws as determined and
updated pursuant to the procedure set forth in Bylaw 15.01
2; and be it further

Resolved, That the Synod recognizes and affirms the
separate corporate existence of each of the synodwide cor-
porate or legal entities, the ownership of their respective -
assets as authorized under the 1989 Bylaws, and the au-
thority of their separate boards of directors to have taken
action in the past and to take action in the future conso-
nant with the governing documents of the synodwide cor-
porate bodies and the Synod’s Constitution and Bylaws,
and be it finally

Resolved, That the questions raised by the Commission
on Constitutional Matters regarding 1992 Res. 8-01A and
the concerns of legal counsel shall be referred to the Presi-
dent’s Blue Ribbon Committee on Structure for appropri-
ate recommendations to the 1998 convention.

Action: Adopted (8).

(Delegates declined a motion to refer the resolution back
to the committee, as well as to consider a substitute mo-
tion.) ,

Board of Directors