LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 4–5, 2015, Page 5

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commission is limited to the interpretation of the Constitution, Bylaws and resolutions of the Synod, this
request also lies outside of the purview of the commission.
The commission notes that it would be better to direct these requests to the Commission on Theology and
Church Relations to whom the Bylaws of the Synod do give authorization to give guidance to the Synod
in matters of doctrinal unity, church relations, and theology. In this matter, the questioner may also wish
to consult with his district president, as it is the district presidents’ responsibility to “promote and
maintain unity of doctrine and practice in all the districts of the Synod” (Constitution Art. XI B 3) and to
“supervise the doctrine, the life, and the official administration on the part of the ordained or
commissioned ministers who are members through his district or are subject to his ecclesiastical
supervision” (Bylaw 4.4.5).
144. Review of Bylaws for New Legal Entity in the Dominican Republic (15-2781)
The Chief Administrative Officer of the Board of Directors forwarded to the commission the documents
that have been drawn up to authorize and approve the creation of a legal entity in the Dominican
Republic. Upon review, the commission expressed concern with the structure of the document, its
unfamiliar language, confusing terminology regarding membership, et al. The commission was not able to
determine whether the document complies with Synod Bylaw section 1.5. The commission also questions
how Bylaw 1.5.1 is thought to pertain to such foreign organizations. The commission therefore requests
further input from the Board of Directors.
145. Approval of Overture to the 2016 LCMS Convention: “To Assure Uniformity of Relationship
and Asset Disposition Language in Governing Documents of Corporate Agencies of the Synod”
The commission reviewed the following overture, noting that, except for minor differences, it has already
been approved for submission to the 2016 LCMS convention by the Synod’s Board of Directors, Council
of Presidents, and Commission on Handbook. After discussion, a motion was introduced and carried to
submit the following overture to the 2016 convention.
To Assure Uniformity of Relationship and Asset Disposition Language
in Governing Documents of Corporate Agencies of the Synod
Rationale
As the various corporations of the Synod were established, different reversionary language was used to
make clear that all property of its agencies is the “Property of the Synod” (with the exception of assets held by
the Lutheran Church Extension Fund—Missouri Synod and by any agency in a fiduciary capacity such as
administered by Concordia Plan Services or certain funds held by the Lutheran Church—Missouri Synod
Foundation—see Synod Bylaw 1.2.1 [q]). Such variety led the 1981 LCMS convention to adopt Res. 5-07 to
provide “definite procedures and policies for the establishment of additional corporations within the Synod.”
More recently, legal counsel advised that it would be helpful for the unity and interests of the Synod if clear
and consistent relationship and property reversionary language be included in the Articles of Incorporation of
all corporate agencies, new and old. This interest resulted in the adoption by the 2004 LCMS convention of Res.
4-11, requiring the inclusion of “clear relational and property reversionary provisions in the Articles of
Incorporation of all corporate agencies.” Such provisions were developed by the Commission on Structure with
the assistance of special legal counsel, to be included verbatim in the Articles of Incorporation of all corporate
entities of the Synod, “not to be altered or deleted without the approval of the Synod, in convention, or the
Board of Directors of the Synod.”
Ongoing efforts by the Commission on Constitutional Matters (including the creation of a model articles of
incorporation document) to see to it that such language is found in all agency Articles of Incorporation has
resulted in unforeseen difficulties and concerns, including not-for-profit corporation laws with requirements that
vary from state to state. This was a subject of discussion at a joint meeting of the Council of Presidents,
CCM Minutes – December 4–5, 2015 – Page 108