LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 3-4, 2011, Page 16

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55. Review of LCMS Foundation Governing Documents (11-2599; 10-2586)
With an e-mailed July 18, 2011 letter, the LCMS Foundation resubmitted its governing documents in
response to the commission’s earlier review and recommendations for change (10-2586). Upon its review,
the commission found the modifications made to the documents to be consistent with its prior review and
comments, with the following exceptions warranting further attention by the LCMS Foundation:
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In the Articles of Incorporation, part EIGHTH, in the third sentence which begins “The proposed
amendment(s) shall be adopted…,” the portion of the sentence that speaks of the role of the
LCMS delegates when such amendments are made should instead read: “…except that a twothirds (2/3) majority vote of the total number of all delegates representing The Lutheran
Church—Missouri Synod, whether present or not at such meeting, and…” [emphasis added].
The same change must be made in Article VI of the Bylaws where, again, the same portion of the
same third sentence should again read: “…except that a two-thirds (2/3) majority vote of the total
number of all delegates of The Lutheran Church—Missouri Synod, whether present or not at such
meeting, and…” [emphasis added].
At the end of the same Article VI of the Bylaws, the final newly added sentence should include
the words “prior to final approval by the members,” so as to read in its entirety: “In accordance
with the Synod’s Bylaws, such amendments shall be reviewed and approved by the Synod’s
Board of Directors and Commission on Constitutional Matters prior to final approval by the
Members” [emphasis added].

The commission noted its interest in receipt of the governing documents with these final changes in place
to provide opportunity for a final review prior to submission to and final approval by the LCMS
Foundation Members.
56. Review of LCEF—Missouri Synod Proposed Amendments to Articles and Bylaws (11-2603)
Upon review of changes submitted to the commission by the LCEF in response to an earlier review, the
commission authorized one of its attorney members to write a response to LCEF’s response to the
second-last of the commission’s recommendations for additional change in its earlier review: “Article II,
Section 3 will require change to reflect the provisions for removal of board members adopted by the
Synod’s 2010 convention (new Synod Bylaw 1.5.7).” The commission also directed that copies of the
letter be provided to LCMS legal counsel and the Synod’s Board of Directors and Chief Administrative
Officer. The content of the letter follows:
During its meeting over the weekend of September 3-4 in St. Louis, the Commission on
Constitutional Matters considered the responses of LCEF to the commission’s earlier
suggestions for change to the proposed amendments to the Articles and Bylaws of LCEF.
The commission has approved all of the changes made by LCEF but would like to have
further conversation regarding LCEF’s failure to incorporate those particular changes to
its Bylaws that are based on Synod Bylaws 1.5.7–1.5.7.2 regarding the removal of
individual members from board membership.
The commission would appreciate a more detailed explanation of the concerns and
reluctance to incorporate those changes expressed in your letter of July 27, 2011. It
understands that those concerns may be either philosophical or based on specific
regulatory requirements imposed by state or federal regulation. Before determining how
it will respond to your letter of July 27, the commission will appreciate a more detailed
explanation of your perspective on this issue.
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