LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 1

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
September 30, 2003
St. Louis, MO

196. Call to Order
Chairman Walter Tesch called the meeting to order and asked Albert Marcis to lead in an opening
devotion. All members of the Commission were present for the meeting. Discussion followed regarding
the participation of the Secretary of the Synod in the discussion of Board of Directors-related questions
due to his voting membership on the Board. The Secretary was invited to participate in discussions.
197. Articles of Incorporation of All Incorporated Entities of the Synod (98-2128)
In May, 1998, the Board of Directors of the Synod requested that the Commission, in consultation with
legal counsel, review the Articles of Incorporation of all incorporated entities of the Synod to ascertain
that their articles include “appropriate language regarding relationship to the Synod, its appropriate
board(s), and property disposal upon dissolution of the corporation.” The Commission instructed the
Secretary of the Synod to procure copies of the Articles of Incorporation of all incorporated entities of the
Synod and to present these documents to the Synod’s legal counsel for appropriate review.
In a July 10, 2003 letter to the Secretary, legal counsel reported the completion of the review of the
Articles of Incorporation of the Districts, seminaries, colleges, universities, and synodwide corporate
entities. An attached report included the following information for each corporation:
1. Historical details on the corporate documents filed with the applicable Secretary of State’s office;
2. Provisions in those corporate documents pertaining to the relationship between the corporation
and the Synod;
3. Provisions in the corporate documents describing how the assets of the corporation will be
distributed upon dissolution of the corporation; and
4. Provisions in the corporations’ constitutions and bylaws pertaining to the relationship between the
corporation and the Synod or to the distribution of the corporation’s assets upon dissolution of the
corporation.
The Commission instructed the Secretary to report the completion of its task to the Board of Directors,
also calling attention to Bylaw 3.197 d and its requirements for governing instruments of synodwide
corporations. The Board’s attention is also directed to Bylaw 3.185 a 2 which provides to the Board the
authority to change powers and duties with respect to the property of the Synod that it had previously
delegated to the incorporated entities of the Synod. As changes are made by the corporate agencies to
bring their governing documents into line with bylaw expectations, the Commission stands ready to
examine in advance all proposed amendments of such documents to ascertain whether they are in
harmony with the Constitution, Bylaws, and resolutions of the Synod.
198. Report on Handbook Revision (02-2271)
The Commission discussed the latest report of the Pro Tem Commission on Structure in which that
commission incorporated many of the Commission’s recommendations for changes. The Commission