LCMS Convention Workbook St. Louis, Missouri — 2001, Page 278

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278 STRUCTURE, PLANNING, AND ADMINISTRATION

put into the Constitution as conditions of membership. These pro-
vide a necessary balance of power. Local congregations have often
stepped outside of our guidelines in order to carry out the ministry
of the Gospel}. At the same time the Synod in convention has from
time to time affirmed certain practices as exceptions, even while
retaining the conditions for membership. The military chaplaincy
and the campus ministry have been affirmed by conventions as ex-
ceptions (Anaheim, 1973). The historic pastoral privilege at the
Lord’s Table provides the possibility for pastors to minister to peo-
ple with the Gospel in exceptional circumstances. This principle of
affirming exceptions has kept the tension between conditions of
membership and congregational autonomy from falling into chaos.
So we have had peace except when greater control is demanded or
legislated by one side of the tension or the other. Therefore, in the
interest of greater peace and harmony among us, the following is
offered.

WHEREAS, The Synod’s Constitution establishes a tension be-
tween conditions for membership in the Synod and congregational
autonomy: and

WHEREAS, This tension has found resolution from time to time
by officially affirming exceptions; and
WHEREAS, In the present there are disagreements on the appro-
priateness of some existing fellowship relationships developed by
local congregations: therefore be it
Resolved, That certain existing, viable. and vital ministries
which have been developed by local congregations (some in exis-
tence for over 20 years)—e.g., Palisades Lutheran Church; Good
Shepherd Lutheran School, Simi Valley, CA; Los Angeles
Lutheran High School; and other Lutheran high schools—be af-
firmed as longstanding and necessary exceptions to the Synod’s
guidelines so that ministries and congregations not be disrupted or
divided.
Trinity
Simi Valley, CA

7-113
To Amend CPH Articles of Incorporation

Rationale

In 1941 the current Concordia Publishing House (CPH) Arti-
cles of Incorporation were filed pursuant to a decree by the Circuit
Court of the City of St. Louis. This established CPH as a “benevo-
lent” 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 “Ar-
ticles of Acceptance,” which upon approval at the Synod’s con-
vention must be approved by the circuit court and then filed with
the Missouri Secretary of State.

In addition, Art. II] 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 Con-
cordia Publishing House to adopt the provisions of the Missouri
Nonprofit Corporation Act; and be it further

2001 Convention Workbook

Resolved, That the proposed amendments to the Concordia Pub-
lishing House “Articles of Incorporation” as set forth in its “‘Arti-
cles of Acceptance” below are hereby approved.

PRESENF/PROPOSED WORDING
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 asseetitien corporation shall be Concordia
Publishing House.

ARTICLE II

The main office, and the principal place of business of this @s-
seetatier 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 asseetetien corporation shall be managed by

a Board of Directors consisting of retiessthan-seres-Ch-nermere
- the number of voting and nonvoting mem-
bers as determined by The Lutheran Church-Missouri Synod.

The Directors shall hold their office for such time and in such
manner and under such terms and conditions as may be set forth
by The Lutheran Church-Missouri Synod.

Vacancies occurring in the said Board of Directors by resigna-
tions, death, or otherwise between regular meetings of the said

Synod shall be filled by the remaining members-of-the-seid Board
of Directors by-and-with-the-eonsentorthe- President of said Synod.

This corporation has no members.
ARTICLE IV

This esseetetteon corporation shal] have perpetual existence and
is a Public Benefit Corporation.

ARTICLE V

This asseetatien corporation is formed to promote religious ed-
ucation among members of the churches, Sunday schools, and
parochial schools of the said Synod. and for the advancement and
extension of knowledge and learning among people generally. In
furtherance of the purposes hereinabove mentioned this asseetattor

corporation may publish or cause to be published, and distribute or
cause to be distributed, by sale, gift or otherwise, Bibles, church
books, school books, religious periodicals and other books and lit-
erature as may from time to time be expedient and proper; and may
acquire and publish among other things the religious periodicals
known as

“The Lutheran Witness”
“Der Lutheraner”
“Concordia Theological Monthly”

now published in the City of St. Louis, State of Missouri, by the
said Synod and such Bibles, church books, school books, religious
periodicals and other books and literature as may have been from
time to time printed and published by the said Synod and other re-
ligious and charitable organizations. For said purposes this assee+
etter corporation may purchase or otherwise acquire, own and op-
erate the necessary printing plants and establishments. and may
purchase, own, lease or otherwise acquire and sell such real and
personal property as may be necessary or expedient for said pur-
poses.