LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 11–13, 2012, Page 3

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responsibility of the commission to adjudicate disputes between agencies of the Synod, including disputes
between a district and an agency operating within that district. Rather, it is the responsibility of the
commission to answer properly submitted questions and, as described above, to review the articles of
incorporation, bylaws, and other governing documents of agencies of the Synod and to review in advance
any proposed changes to those documents. In reviewing the proposed bylaws submitted by the LCMS
Southern District with its August 8, 2011 transmittal, the commission fulfilled that function. Such review,
however, did not purport to determine who had the responsibility and authority to adopt those bylaws.
Additional Proposed Governing Document Submitted by the LCMS Southern District
In response to the letter from the SD-CEF, the LCMS Southern District submitted additional information
with a letter dated February 6, 2012. This letter included (as Appendix B) Articles of Incorporation
identified as those of the Southern District Church Extension Fund, adopted May, 2004, pursuant to 2003
Resolution 2-31 of the LCMS Southern District convention. That resolution authorized the separate
incorporation of the Southern District Church Extension Fund. Again, while the purpose of the
Commission on Constitutional Matters is not to determine which articles of incorporation are in fact the
adopted Articles of Incorporation, its responsibility does include the review of proposed articles to
determine any conflict with the Constitution, Bylaws, and resolutions of the Synod.
In that regard, the articles submitted by the LCMS Southern District do not appear to be in conflict with
the Constitution, Bylaws and resolutions of the Synod. They expressly acknowledge in Article II that the
operation and existence of the SD-CEF was authorized by The Lutheran Church—Missouri Synod and
that, under Article VIII, Section 3, the initial directors are to serve until their successors are elected by the
delegate convention of the LCMS Southern District. Those submitted articles also include Article IX,
Section 2, indicating that the membership of the Southern District Church Extension Fund, Inc. shall be
the member congregations of the Southern District of The Lutheran Church—Missouri Synod.
Submitted with the same February 6, 2012 letter were proposed bylaws certified as adopted May 14, 2004
(included as Appendix C, referred to below as “2004 Bylaws”) wherein Bylaw 5.02 indicates that the
members of the board of directors (trustees of the SD-CEF) are to be elected by the members of the
convention of the LCMS Southern District for three-year terms. The Bylaws do not specifically indicate,
however, whether those members will be elected at the convention of the LCMS Southern District or at
some separate, unspecified convention of the members of the SD-CEF solely limited to issues related to
the SD-CEF. Given the possible confusion, this point would need to be clarified. In the absence of a clear
indication to the contrary, the commission finds that it is in fact the LCMS Southern District to which this
authority and responsibility is assigned.
Pursuant to various actions of the Synod in convention, districts have been authorized to create district
church extensions funds. As such, by definition under Synod Bylaw 1.2.1 (a), such entities are agencies of
the Synod within the meaning of that bylaw. As an agency of the Synod, not only are the minutes of each
meeting of the board of trustees subject to disclosure to all regular and advisory members of the board and
the auditing committee, as proposed by the 2004 Bylaws, but according to Synod Bylaw 1.5.3.5, official
minutes of agency meetings are to be made available to all members of the Synod.
2004 Bylaw 5.20 also suggests that the Nominations Committee and the Elections Committee of the
LCMS Southern District may also be the Nominations Committee and the Elections Committee of the
SD-CEF. Unless and until an alternative mechanism is provided in the Bylaws and approved by the
Commission on Constitutional Matters, the Nominations Committee and the Elections Committee of the
district’s convention are recognized as the committees of the SD-CEF as well. If an alternative is
intended, it will need to be specified, approved in advance by the Commission on Constitutional Matters,
and adopted by the SD-CEF.
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