LCMS Convention Proceedings St. Louis, Missouri — 2016, Page 212

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2. The Board of Directors is the legal representative
of the Synod. It is the and custodian of all the property of The Lutheran Church—Missouri Synod the
Synod, directly or by its delegation of such authority
to an agency of the Synod. It shall exercise supervision over all the property and business affairs of
the Synod The Lutheran Church—Missouri Synod
except in those areas where it has delegated such
authority to an agency of the Synod or where the voting members of the Synod through the adoption of
bylaws or by other convention action have assigned
specific areas of responsibility to separate corporate
or trust entities, and as to those the Board of Directors shall have general oversight responsibility as set
forth in the Bylaws. For the purposes of this article,
The Lutheran Church—Missouri Synod includes
both the Synod formed by this Constitution and the
Missouri corporation formed by the Synod.
Action: Adopted (8)

Article XIV of the Synod’s Constitution provides that “the Synod
in convention may adopt bylaws that are consistent with and do
not contradict the Constitution of the Synod.” The Synod’s Bylaws
also serve as the bylaws of the corporate entity.

(After explanation by the committee, noting that the wording
being advocated was provided by legal counsel, the assembly agreed
without objection to vote on the resolution, adopting Res. 11-19 as
presented [Yes: 903; No: 66].)

Because the name of the Synod and the name of the Missouri
nonprofit corporate entity are identical, certain provisions of the
Synod’s Constitution and Bylaws could be viewed as ambiguous
and, therefore, should be amended for clarity and consistency.

To Clarify and Confirm the Distinction
between Synod and Corporate Synod
and to Provide Consistency for the Meaning
of “Property of the Synod” regarding
Definition of Property of the Synod

One such bylaw that should be clarified for at least two different
reasons is Bylaw 1.2.1 (q), which defines “Property of the Synod”
as “[a]ll assets, real or personal, tangible or intangible, whether situated in the United States or elsewhere, titled or held in the name
of the Synod, its nominee, or an agency of the Synod. ‘Property
of the Synod’ does not include any assets held by the Lutheran
Church Extension Fund—Missouri Synod or by an agency of the
Synod in a fiduciary capacity (including, for purpose of example,
the funds managed for the Concordia Plans by Concordia Plan Services and certain funds held by The Lutheran Church—Missouri
Synod Foundation).”

RESOLUTION 11-20
Overture 11-56 (CW, pp. 412–413)
Rationale
The Lutheran Church—Missouri Synod was originally founded as
a synodical union in April 1847. Its original name was “The German
Evangelical Lutheran Synod of Missouri, Ohio, and Other States.”
Ultimately, in 1947, the synodical union—the Synod—shortened
its name to The Lutheran Church—Missouri Synod (LCMS).
In 1894, the Synod voted to form a Missouri benevolent corporation
under Chapter 352 of the Missouri Statutes called “The German
Evangelical Lutheran Synod of Missouri, Ohio, and Other States.”
The corporation’s name eventually was also changed to “The
Lutheran Church—Missouri Synod.”
In 1967, the corporation filed Articles of Acceptance with the State
of Missouri to convert to a nonprofit corporation pursuant to the
General Not for Profit Corporation Act, Chapter 355 of the Missouri Statutes. The corporation’s Articles of Incorporation have
been amended from time to time, and the current Articles are
included in the Handbook of The LCMS.

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U P O N T H I S R O C K • Resolutions

The Synod’s Bylaws have been amended fairly regularly over the
past 150 years. Some of the amendments were designed to recognize the distinction between the synodical union (Synod) and the
Missouri nonprofit corporation of the same name. An example
of such is current (2013) Bylaw 1.2, which includes definitions of
“Synod” and “Corporate Synod.”
Bylaw 1.2.1 (f) provides, in pertinent part: “Corporate Synod: The
Lutheran Church—Missouri Synod, the Missouri nonprofit corporation, including its offices, boards, commissions, and departments
… .” Bylaw 1.2.1 (u) states: “Synod: Refers collectively to the association of self-governing Lutheran congregations and all its agencies
on the national and district levels. The Synod, as defined herein,
is not a civil law entity.” [The term “Agency” is defined in Bylaw
1.2.1 (a).]

First, the current definition, especially when read in light of the
definition of “Synod,” could lead to an erroneous understanding
that the Synod owns the property of member congregations. Such
a misunderstanding would be inconsistent with Article VII 2 of
the Constitution, which clearly states, “Membership of a congregation in the Synod gives the Synod no equity in the property of
the congregation.” Clarification for consistency could be made by
amending Bylaw 1.2.1 (q) to expressly exclude property of congregations from the definition.
Second, Article XI E of the Constitution should be amended to
reflect more clearly that the duties of the Board of Directors include
serving as the legal representative of both the Synod and corporate
Synod, and to clarify that the Board of Directors’ role as custodian
of the property of the Synod includes, in particular, property held
by or titled in the name of corporate Synod or its nominee. This is
not a change in responsibilities but rather a clarification.
These amendments would benefit the Synod and its members by
providing clarity and consistency between the Constitution and
the Bylaws.

“11. Structure and Administration”