LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — August 9–11, 2013, Page 12

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236. LCMS Foundation Bylaw Amendment Review (13-2688)
In an August 10, 2013 email, the president of the LCMS Foundation requested that the commission
review the changes being proposed to the Foundation’s Bylaws as a result of actions taken by the 2013
LCMS convention, including a change of maximum number of terms of terms of office of board members
to reflect the Synod’s approval of four successive terms in Res. 6-14; the addition of a provision for the
Foundation Board of Trustees to remove its own members as approved in Res. 6-15; and modification of
language related to the restriction of Board of Trustees members coming from the same district (no more
than two) to make clear that the restriction applies only to board members elected by Foundation
Members (as opposed to also applying those elected by the Synod in convention).
After review, the commission approved the proposed changes to the Foundation’s Bylaws.
237. District Articles of Incorporation Template
During its review of Articles of Incorporation documents submitted by districts, the commission became
aware of the great variety of documents in use by the districts and the absence of significant elements in
some documents. The commission also recognized the need to advocate application of 2004 Res. 4-11
“To Assure Uniformity in Articles of Incorporation of All Incorporated Entities of the Synod” in all
district documents.
As the commission worked on the development of a template for districts to use for their review of their
Articles of Incorporation, the commission halted its review of several districts’ documents already on its
agenda until the template could be completed. These documents are being returned to those districts with
copies of this template and its cover letter of explanation, encouraging these and all districts to review,
revise, and submit to the commission their Articles of Incorporation in preparation for submitting changes
to their districts’ 2015 conventions.
District Articles of Incorporation Template
Introductory Comments
The Commission on Constitutional Matters is required by Bylaw 3.9.2.2.3 to “examine the articles of
incorporation, bylaws, and policy manuals of every agency of the Synod to ascertain whether they are
in harmony with the Constitution, Bylaws, and resolutions of the Synod.” The following suggested
template for district Articles of Incorporation is intended to assist districts as they review their
Articles, and to make certain that all the requirements of the Synod’s Constitution, Bylaws, and
resolutions are included in the Articles of Incorporation of each district.
The legal requirements of states may differ with respect to the formation of non-profit corporations
and the process for amending their Articles of Incorporation. As such, it is critically necessary for
each district, prior to considering changes to its Articles of Incorporation, to consult with local
counsel familiar with these requirements. For example, many states will require a recitation of the
then-existing registered agent and the registered agent’s address, and/or a statement as to whether the
corporation is a public benefit corporation, and/or the name and address of each incorporator. Some
states also require a recitation that the Articles as amended were approved properly according to
procedures provided by the existing corporate structure of the entity involved.
While many states allow for very simplified Articles of Incorporation, the suggestions provided in the
attached template are intended to assure that each district’s Articles also satisfy requirements of the
Synod, which in many instances go beyond the minimal requirements of states. Of particular note:
CCM Minutes – August 9-11, 2013 – Page 390