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

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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: The
language of suggested Articles VIII a and IX a–c in the template is required by 2016 Res. 9-02A and
Bylaw 1.5.3.6 to be included in the articles of incorporation (or other foundational governing document,
by whatever name) of all agencies of the Synod, including her districts. This required wording cannot
be changed or omitted without specific action by the Synod’s Board of Directors.
Template
Amended and Restated
Articles of Incorporation
of
The (insert name) District of The Lutheran Church—Missouri Synod
Article I Name, Duration, Registered Office, and Agent
a. The name of this corporation shall be “The (insert name) District of The Lutheran Church—
Missouri Synod.”
b. The period of duration of the corporation is perpetual.
c. The address of the registered office of this corporation as of (insert date) is (insert location).
d. The registered agent of this corporation is (insert name and address).
Article II Objectives
The objectives of this corporation shall be to carry out within the (insert name) District the
objectives of The Lutheran Church―Missouri Synod.
Article III Membership
The membership of this corporation is the congregations, and the ordained and commissioned
ministers of religion of The Lutheran Church—Missouri Synod who have affiliated with this district.
The voting power of this corporation resides in the congregations which are members of the
corporation. These congregations exercise this voting power through the accredited pastoral and lay
delegates of those same congregations of the Synod that have affiliated with this district.
Article IV Meetings
This corporation shall have general meetings of its members in the years prescribed by the
Constitution and Bylaws of The Lutheran Church—Missouri Synod. Special meetings may be called
in such manner as may be provided by the Synod.

CCM Minutes – February 2, 2018 – Page 90