LCMS Convention Proceedings St. Louis, Missouri — 2016, Page 186

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agencies.” Such provisions were developed by the Commission on
Structure with the assistance of special legal counsel, to be included
verbatim in the Articles of Incorporation of all corporate entities
of the Synod, “not to be altered or deleted without the approval of
the Synod, in convention, or the Board of Directors of the Synod.”
Ongoing efforts by the CCM (including the creation of a model
articles of incorporation document) to see to it that such language is
found in all agency Articles of Incorporation has resulted in unforeseen difficulties and concerns, including not-for-profit corporation
laws with requirements that vary from state to state. This was a
subject of discussion at a joint meeting of the Council of Presidents, CCM, and Commission on Handbook on November 20,
2014, resulting in the naming of a “Resolution 4-11 Committee”
to represent the three groups. The committee’s assignment was to
recommend next steps for the implementation, modification, or
rescission of Res. 4-11 while continuing to honor the intentions of
the resolution (and those of 1981 Res. 5-07).
As the committee reviewed its assignment, it requested comments regarding the resolution from the corporate agencies of the
Synod while also examining how the provisions of Res. 4-11 impact
LCMS organizational documents. After a series of telephone conference meetings, the committee requested the assistance of the
Synod’s legal counsel, Thompson Coburn LLP, to consider comments received in response to the letter to the corporate agencies,
to review the interaction of Res. 4-11 with provisions of the LCMS
organizational documents, and to consider a new approach to the
entire matter of uniformity of reversionary language.
The end result of the Resolution 4-11 Committee’s work is this
overture to the 2016 LCMS convention, proposed with the assistance of LCMS legal counsel. It is consistent with existing LCMS
organizational documents and advocates rescinding 2004 Res. 4-11,
superseding pertinent portions of 1981 Res. 5-07, and adopting a
new Bylaw 1.5.3.6.
Therefore be it
Resolved, That 2004 Res. 4-11 be herewith rescinded in lieu of
the adoption of new Bylaw 1.5.3.6 by this convention to accomplish
the same expectations but in a manner more amenable to legal and
other requirements of the Synod’s various corporate agencies; and
be it further
Resolved, That points three and four of 1981 Res. 5-07 pertaining to matters now addressed by the adoption of new Bylaw 1.5.3.6
are superseded by this convention action and its new Bylaw 1.5.3.6;
and be it further
Resolved, That new Bylaw 1.5.3.6 be adopted as follows:
PRESENT/PROPOSED WORDING
1.5.3.6

Notwithstanding anything in the Bylaws to the
contrary, the Articles of Incorporation or other
governing documents of each agency shall provide
(a) that all provisions of its Articles of Incorporation and Bylaws are subject to the provisions of
the Constitution, the Bylaws, and the resolutions
of the Synod in convention; and

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U P O N T H I S R O C K • Resolutions

(b) that in the event of dissolution other than by
direction from the Synod in convention, the assets
of such agency, subject to its liabilities, shall be
transferred, consistent with applicable state and
federal laws, as follows:
(1) In the case of a synodwide corporate
entity, district, university, college, or
seminary, to The Lutheran Church—
Missouri Synod as may be more specifically
described elsewhere in these Bylaws;
(2) In the case of a corporation formed by
an agency (as defined in these Bylaws),
to the agency that formed the dissolving
corporation, or if such forming agency is not
then in existence, to The Lutheran Church—
Missouri Synod itself.
An agency may submit any concerns related to the
inclusion of subsections (a) or (b) in its governing
documents to the Board of Directors of the Synod,
and the Board of Directors may determine to permit
the removal or modification of these provisions for
an affected agency.
and be it finally
Resolved, That the agencies of the Synod shall comply with the
requirements of this bylaw change in time for the CCM to report
the status of compliance to the 2019 convention of the Synod.
Action: Adopted (7)
(Without objection to voting on the resolution immediately, the
convention adopted Res. 9-02A as presented [Yes: 910; No: 24].)

To Give Thanks and Encourage Participation
in Funding of Synod Mission Work
RESOLUTION 9-03A
Overtures 9-05–06 (CW, pp. 380–381); President’s Report, Part
2 (TB, pp. 21–31); Res. 12-09 (1981 Proceedings, p. 237); Res.
6-02 (2013 Proceedings, p. 158); (see also Network Support
Missionary funding model “NSM White Paper,” forthcoming)
Whereas, Charitable contributions to support mission and
ministry work are always voluntarily offered in response to the
Gospel and informed by truthful and transparent information
about the need for and use of such contributions; and
Whereas, The amount in undesignated regular worship offerings that flowed from congregations to corporate Synod decreased
from $25.7 million in fiscal year 1981 to $14.8 million in 2015; and
Whereas, In fiscal year 2017, the expected cost to call, send,
and sustain The Lutheran Church—Missouri Synod (LCMS) missionaries in the field, not counting logistical and material support
alone amounts to $17 million; and

“9. Finance”