LCMS Convention Workbook St. Louis, Missouri — 2013, Page 333

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OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

Notes
1. See 1989 Synod Bylaw 8.03 (b).
2. 1981 Resolution 5-07:
Whereas, The Commission on Constitutional Matters has reported “uncertainty, possible contradictions, 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 procedures 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 corporations 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 prescribed 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 corporation 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 corporation 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 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 corporation shall provide that the Constitution of The Lutheran Church—Missouri Synod
is the constitution of that new corporation, that all provisions of its
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 resolu-

333

tions 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 [emphasis added].
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.

3. In studying this issue and in preparation for this opinion, the
commission requested that Dr. Gerhard Bode, historian and professor
at Concordia Seminary, St. Louis, prepare a research study paper on
the issue. Dr. Bode’s study, “Historical Background and Interpretation of Article VI 2 of the Constitution of The Lutheran Church—Missouri Synod,” was received by the commission in January 2012 and is
available on the commission’s Web page: http://www.lcms.org/ccm/.
4. Dr. Jacob A. O. Preus, “President’s Address,” 1981 LCMS
Convention Proceedings, pp. 65–66.
5. With respect to “improper activities,” it is important to note
that all are sinful and engage in improper activities and that not all
sinful conduct, and certainly not all conduct which may be deemed
improper even if not sinful, can form the basis for expulsion from the
Synod. The primary remedy is the power of God’s Word in convincing, persuading, advising, and admonishing (cf. “futile admonition,”
Constitution, Art. XIII).
6. Bylaw 3.3.1.3 (e): “He shall engage in consultation with each
mission board, commission, and the governing board of each synodwide corporate entity to reach mutual concurrence on a slate of
candidates for the position of chief executive or executive director.”
7. 2010 Resolution 1-07A “To Encourage Inter-District Dialogue in the Establishment of New Church Starts, Satellite Worship Sites, and Specialized Ministries across Geographic District
Lines”
Whereas, Psalm 133:1 states, “How good and pleasant it is
when brothers live together in unity”; and
Whereas, In response to this word of encouragement, the Council of Presidents, the Department of Rosters and Statistics, LCMS
World Mission, and the Secretary of the Synod have agreed upon

2013 Convention Workbook