LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 11–13, 2012, Page 2

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convention unless and until an alternative bylaw provision is submitted to and has been approved by the
Commission on Constitutional Matters and adopted by the SD-CEF.
Finally, despite suggestions to the contrary, the SD-CEF is to be recognized as fully accountable to the
LCMS Southern District through the district’s responsibility to elect the board of directors of the SDCEF, through the SD-CEF’s responsibility to report fully to the district convention, through the district’s
responsibility to monitor the affairs of the SD-CEF (which it created under authorization of the Synod),
and through the responsibility of the district president under LCMS Bylaw section 4.4 to assure that the
resolutions of the Synod and the district are carried out, including the proper formation and continued
proper operation of a district church extension fund.
Because the situation remains otherwise unclear, the following comments are preliminary only, offered in
an effort to provide further guidance to the LCMS Southern District and to the SD-CEF. They should not
be considered exhaustive or final expressions from the Commission on Constitutional Matters regarding
the documents presented or the issues raised by them. Nor are they to be regarded as suggestions as to
whether amendments to the governing documents of the SD-CEF ought to be considered and approved by
the delegates to the upcoming convention of the LCMS Southern District, which shall also serve as the
convention of the SD-CEF.
Proposed Articles of Incorporation and Bylaws Submitted by the LCMS Southern District
On August 8, 2011, the president of the LCMS Southern District submitted proposed Articles of
Incorporation and Bylaws for the SD-CEF. The commission reviewed those proposed documents and has
already issued recommended changes to the documents (CCM Opinion 11-2605) pursuant to its
responsibility under Synod Bylaw 3.9.2.2.3. Those recommendations were formally transmitted to the
LCMS Southern District in a December 13, 2011 letter and published as part of the minutes of the
commission’s November 11–13, 2011 meeting.
In response to the published recommendations contained in the minutes, the commission received
correspondence from the chairman of the board of directors of the SD-CEF, who indicated that the board
and staff of the SD-CEF were unaware that governing documents had been submitted by the district to the
Commission on Constitutional Matters for review. The letter further indicated that the SD-CEF is a
corporation separate from the LCMS Southern District and is “not controlled or operated by the district,”
also asserting that the submission of proposed governing documents was the responsibility of the board of
directors of the SD-CEF and not the LCMS Southern District itself . Finally, his letter asserted that the
board of directors of the SD-CEF was in the process of reviewing its Articles of Incorporation and
Bylaws and intended to submit proposed documents for review by the commission at its February 2012
meeting. (No documents were received in time to be reviewed at that meeting.)
All agencies of the Synod are required, pursuant to Synod Bylaw 3.9.2.2.3, to submit to the commission
for it to examine any proposed articles of incorporation, bylaws, and policy manuals to ascertain whether
they are in harmony with the Constitution, Bylaws, and resolutions of the Synod, prior to the adoption of
such governing documents. Although incorporated in 2004 and apparently functioning since that time, no
articles of incorporation, bylaws, constitution or other governing documents of the SD-CEF had
previously been submitted for review and approval prior to the August 8, 2011 submission by the LCMS
Southern District.
The Commission on Constitutional Matters is required, pursuant to Synod Bylaw 3.9.2.2, to interpret the
Synod’s Constitution, Bylaws, and resolutions upon the written request of a member congregation,
ordained or commissioned minister, official, board, commission, or agency of the Synod. This would
include both sets of submissions from the LCMS Southern District and from the SD-CEF. It is not the
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