LCMS Convention Proceedings St. Louis, Missouri — 2001, Page 166

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166

RESOLUTIONS

Resolved, That failure to submit such a letter by July 20,
2002, shall result in forfeiture of membership in the LCMS;
and be it finally
Resolved, That all action taken in this resolution shall be
used to help carry out “The Great Commission” and shall
not in any way detract or distract from the primary mission
of God’s kingdom here on earth. We will remember 1-02!
Action: Adopted as amended (12)
(Discussion of this resolution began during session 10 and was
continued during session 12. A substitute resolution proposing
that the convention consider Overture 7-110 in place of this resolution failed. A motion to replace the words within 90 days from
the close of the 2001 LCMS convention in the third resolve and
the words within 90 days from the close of the convention in the
fourth resolve to the words by July 20, 2002 was carried. The resolution as amended was adopted [yes: 752; no: 175]. The final resolve is added as required by Res. 1-02, adopted by the convention in an earlier session.)

To Add New Bylaw to Govern Dissolution
of Synodwide Corporate Entities
RESOLUTION 7-08
Overture 7-03 (CW, p. 237)
Rationale
The Handbook of the Synod currently includes Bylaws
governing the establishment, board composition, powers
and duties, and governing instruments of synodwide corporate entities. Not included, however, is a Bylaw to govern
their dissolution. The following resolution proposes the addition of a new Bylaw for that purpose that is consistent
with how such entities are created and that continues to
vest power and authority in the convention or Board of Directors of the Synod.
Resolved, That the following proposed Bylaw governing
the dissolution of synodwide corporate entities be adopted
by the convention:

Articles of Incorporation were filed pursuant to a decree by
the Circuit Court of the City of St. Louis. This established
CPH as a “benevolent” corporation under the jurisdiction
of the circuit court. The Missouri Nonprofit Corporation Act
now contains a procedure whereby a benevolent corporation created by judicial action can accept the provisions of
the Nonprofit Corporation Act. This change simplifies corporate procedure and makes it unnecessary to apply to the
Circuit Court of the City of St. Louis for amendments. Corporate Synod took the same steps at the 1967 convention.
Certain amendments to the CPH Articles of Incorporation are required as a result of the adoption of the Nonprofit Corporation Act. These changes have been incorporated into the following “Articles of Acceptance,” which
upon approval at the Synod’s convention must be approved
by the circuit court and then filed with the Missouri Secretary of State.
In addition, Art. III of CPH’s Articles of Incorporation
must be amended to conform to resolutions passed at prior
conventions that are now codified in current Synod Bylaws
3.63 a and 3.301 a. These Bylaws concern the procedure to
fill vacancies on the CPH Board of Directors and establish
the number of directors on the Board, respectively. Moreover, the proposed changes in Art. VIII remove the judicial
review requirement for future amendments to the CPH Articles of Incorporation and adopt the procedure set forth in
Synod Bylaw 3.197 b concerning the amending of Articles of
Incorporation of synodwide corporate entities.
Resolved, That the Synod in convention hereby authorize Concordia Publishing House to adopt the provisions of
the Missouri Nonprofit Corporation Act; and be it further
Resolved, That the proposed amendments to the Concordia Publishing House “Articles of Incorporation” as set forth
in its “Articles of Acceptance” below are hereby approved.
PRESENT/PROPOSED WORDING

Dissolution of a synodwide corporate entity shall require the approval of the Synod in convention or the
Board of Directors of the Synod;

and be it further
Resolved, That the Commission on Constitutional Matters make the appropriate changes in the Handbook (Bylaw
3.905 c); and be it finally
Resolved, That all action taken in this resolution shall
be used to help carry out “The Great Commission” and shall
not in any way detract or distract from the primary mission
of God’s kingdom here on earth. We will remember 1-02!
Action: Adopted (4) Reconsidered and again adopted (9)
(This resolution was adopted in session 4 after brief debate
[yes: 985; no: 138]. In session 9 the convention voted to reconsider
the resolution. A motion to amend by replacing the word or with
the word and in the first resolve failed. The motion was again
adopted without amendment [yes: 869; no: 196]. The final resolve
is added as required by Res. 1-02, adopted by the convention in an
earlier session.)

To Amend CPH Articles of Incorporation
RESOLUTION 7-09
Overture 7-113 (CW, pp. 278–79)
Rationale
In 1941 the current Concordia Publishing House (CPH)
200l Convention Proceedings

ARTICLES OF ACCEPTANCE
OF
CONCORDIA PUBLISHING HOUSE
Pursuant to Chapter 355 of the Missouri Revised
Statutes
Nonprofit Corporation Act
ARTICLE I

The name of this association corporation shall be Concordia Publishing House.
ARTICLE II

The main office, and the principal place of business of
this association corporation shall be located in the City of
St. Louis and State of Missouri.
The address of the registered office of the corporation is
3558 S. Jefferson Ave., St. Louis, Missouri 63118.
The name of the registered agent of the corporation is
Jonathan D. Schultz.
ARTICLE III

The affairs of this association corporation shall be managed by a Board of Directors consisting of not less than