LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 28, 2013, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
February 28, 2013
201. Committee for Convention Nominations Responsibilities (13-2667)
The Secretary of the Synod, in a February 13, 2013 email, submitted questions regarding responsibilities
and activities of the Committee for Convention Nominations (CCN). After deliberation by the
Commission on Constitutional Matters, given the press of time for the committee to complete its report,
the Secretary on February 18 withdrew his questions in favor of consulting with the chairman of the CCN
regarding the matters at issue on the basis of the commission’s deliberations, thereby preserving time for
the CCN to complete its report.
202. Review of Proposed Governing Documents of Concordia International—South Africa (132668)
With a February 27, 2013 email, the Secretary of the Synod forwarded for review by the Commission on
Constitutional Matters a resolution of the Synod’s Board of Directors for the formation of a foreign
corporation in South Africa to further the work of the Synod in that country and elsewhere in Africa. The
constitution of the corporation was attached to the board’s resolution.
Since the Board of Directors of the Synod is causing or authorizing this fully owned and controlled entity
to be formed to further the Synod’s objectives, the corporation constitutes an agency of the Synod. As
such, the requirements of 2004 Res. 4-11 1 must be honored unless the Board of Directors approves
otherwise. The resolution of the board tendered with the proposed governing document did not include or
reference such approval.
Article IX of the proposed constitution addresses operational issues, including the identification of
officers. It should be noted that if the corporation will have staff, the appointment and management of that
staff will be subject to the provisions of Synod Bylaw section 1.5. It appears, however, that no staff is
currently contemplated. Section 9.02 must be amended, however, to reflect the provisions for removal of

1

The Synod in 2004 Res. 4-11 established requirements to be included in all incorporated agencies, as follows:
Resolved, That every incorporated agency of the Synod, including every seminary, university, college, district, and
synodwide corporate entity of the Synod include the following provision in its Articles of Incorporation to promote the unity
and to safeguard the interests of the Synod:
1. This corporation, as part of The Lutheran Church—Missouri Synod (the Synod), acknowledges its allegiance to the
Synod and to the convention of the Synod (the convention).
2. It submits to the authority of the Synod and the convention.
3. It accedes to, recognizes, and accepts the doctrine taught and practiced in the Synod (Art. II) and also the Articles of
Incorporation, Constitution, and Bylaws of the Synod, as currently in effect and as may hereafter be amended from
time to time.
4. In the event of any conflict or inconsistency between the organizational documents of this corporation and the
Articles of Incorporation, Constitution, or Bylaws of the Synod, as may hereafter be amended from time to time, the
Articles, Constitution, or Bylaws of the Synod shall control and govern.
5. In the event this corporation is dissolved or its existence otherwise terminates or is terminated, all right, title, and
interest in and to its property, whether tangible or intangible and whether real or personal, shall thereupon
automatically vest in or be transferred to the Synod, and this corporation covenants and agrees to execute and deliver
to the Synod such documents and instruments and to take such other and further actions as the Synod may deem
reasonably necessary or desirable, in order to evidence and given full effect to the foregoing.
6. The above provisions may not be altered or deleted without the approval of the synod, in convention, or the Board of
Directors of the Synod.