LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 2–3, 2018, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Hilton Airport Hotel, St. Louis
February 2–3, 2018
115. Call to Order
Dr. Gude called the commission’s meeting to order with all members present and called upon Secretary
Sias to offer opening devotions, which he did, also on Saturday, from successive portions of Acts 1:1–11.
116. District Articles of Incorporation Template, Revised (18-2872)
In its minutes of August 9–11, 2013, in the midst of reviewing articles of incorporation submitted by
districts, the Commission on Constitutional Matters noted the great variety of documents in use and, in
some, the absence of significant elements. 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. The commission developed the template that follows (here minimally
updated) for districts to use in reviewing their corporate documents, sending it to those districts with articles
that either did not meet the 2004 Res. 4-11 standard or were deficient in some other respect. The commission
encouraged these and all districts to review, revise, and submit to the commission their articles, in
preparation for submitting changes to their districts’ 2015 conventions.
On November 20, 2014, as a result of continued challenges encountered by districts and other Synod
agencies in their attempts to comply with 2004 Res. 4-11, the Council of Presidents joined the Commissions
on Constitutional Matters and Handbook in appointing a special committee to study the problem and
recommend a solution. The result was 2016 Res. 9-02A (2016 Proceedings, p. 185) and Bylaw 1.5.3.6,
which have restated the required language. The commission has therefore minimally updated (as indicated
below) its district articles template to reflect these new standards for relationship and asset disposition
language. The following template is again commended to the districts for use in bringing their articles upto-date and into compliance.
The commission notes the last paragraph of Bylaw 1.5.3.6: “An agency may submit any concerns related
to the inclusion of subsections (a) or (b) in its governing documents to the Board of Directors of the Synod,
and the Board of Directors may determine to permit the removal or modification of these provisions for an
affected agency.” Districts that consider themselves unable to fulfill the bylaw’s requirements by amending
their articles will need to explain their circumstances in an application for exemption to the Board of
Directors of the Synod.
The commission notes that the language required by the August 9–11, 2013, template satisfies the
requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A, so districts that successfully updated their articles to
comply with that template (and the standard of 2004 Res. 4-11) are already in compliance with the new
requirements and need not revise their articles on this account.
Finally, the commission notes that what follows is a template, provided as a useful guide. While some of
its features (namely, the relationship and asset disposition language) are obligatory, its form in general is
not. Some details of the template (for example, Article V, which makes no allowance for appointed officers
or directors) may have to be significantly adapted to the organization of a particular district.
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,
CCM Minutes – February 2, 2018 – Page 89