LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 11–13, 2012, Page 4

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The 2004 Bylaws as presented also leave uncertainty as to whether the convention of the LCMS Southern
District will also be the convention of the SD-CEF. For the same reasons given above, unless an
alternative mechanism is provided in the Bylaws, approved by the Commission on Constitutional Matters
and adopted by the SD-CEF, the convention of the LCMS Southern District will also serve as the
convention of the SD-CEF.
Also enclosed with the submission from the LCMS Southern District was an undated, unsigned note
(attached as “Appendix J”) purporting to be from the SD-CEF to the congregations and delegates of the
2012 LCMS Southern District convention, which are also the member congregations and delegates of the
SD-CEF. This unattributed letter contains a logo bearing the name “Southern Church Extension Fund”
instead of “Southern District Church Extension Fund.” It purports to suggest that all nominations
submitted to or through the Nominations Committee of the LCMS Southern District will be considered
invalid, and that the Nominations Committee of the SD-CEF is different from the Nominations
Committee of the district. The commission notes, however, that the SD-CEF has never submitted for
review, much less has had approved, any bylaws which empower any other entity to be the Nominations
Committee for the SD-CEF. Until such approval is obtained, the Nominations Committee and the
Elections Committee of the Southern District shall also serve as the Nominations Committee and
Elections Committee of the SD-CEF. Until such approval is obtained, the committees of the LCMS
Southern District shall also serve as the Nominations Committee and Elections Committee of the SDCEF. Even the unattributed document (Appendix J) appears to indicate such, recognizing that “elections
will continue on the floor of this 2012 Southern District LCMS Convention, June 14–16, 2012, in
Metairie, LA.”
Proposed Articles of Incorporation and Bylaws Submitted by the LCMS Southern District CEF
Subsequent to the submissions from the LCMS Southern District, as referenced, the Commission on
Constitutional Matters received another transmittal from the SD-CEF by email on February 9, 2012,
submitting for review additional articles of incorporation of the SD-CEF, represented as filed with the
State of Louisiana, as well as bylaws proposed for adoption by the SD-CEF board some eight years after
incorporation. The following comments relate to those documents.
First, the Articles of Incorporation submitted with this transmittal indicate, as did the initial articles
submitted by the district, that the “initial directors shall serve until their successors are elected by the
delegate convention of the Southern District Missouri Synod.” The delegate convention of the LCMS
Southern District is recognized as thus empowered by these articles of incorporation to elect the members
of the board of directors of SD-CEF, continuing or replacing those individuals identified under the initial
Articles of Incorporation.
The final article of these Articles of Incorporation, Article XII, indicates that the board shall have power
to make, alter or amend, or repeal the bylaws which govern the affairs of the organization, but it fails to
acknowledge that such amendments must be submitted and approved in advance by the Commission on
Constitutional Matters. To the extent that these bylaws have in fact been adopted without prior approval
and are operative, they need to be amended to reflect that requirement.
With respect to the proposed bylaws submitted with this February 9, 2012 transmittal, Article 5.01 A
identifies that the members of the board of directors of the SD-CEF are to be elected by the accredited
delegates to the convention of the LCMS Southern District. However, these bylaws do not contain any
description of a delegate convention other than that of the district itself. As such, the election of members
of the board of directors of the SD-CEF must take place at the LCMS Southern District convention and

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