LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 6–7, 2018, Page 9

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dispose of their property upon dissolution (but are strongly advised to do so in a manner consistent
with controlling non-profit law).
•

Under Article IV, the provision that the district meets “once in every two years” is out of date. The
district meets the year prior to the Synod convention, which meets on a triennial cycle.

•

The three proposed new paragraphs under Article VI present several serious concerns. The district,
like the Synod, has no equity in the property of congregations (Const. Art. VII 2) and is strictly
advisory to congregations, so far as their right of self-government is concerned (Const. Art. VII 1),
which certainly includes the final disposition of their property. Congregations cannot be compelled
by the district’s articles of incorporation, or by any other district or Synod authority, to enter into a
memorandum of understanding with the district or into any other arrangement for the distribution
of their assets, as the first proposed paragraph implies.

•

Further, it is unclear how the first and third proposed paragraphs relate. Are the memoranda as
proposed binding on the district or only upon the district’s successors, under the second paragraph?
In the second paragraph, merger and dissolution of districts, two distinct events with very different
legal and financial implications, are conflated (cf. LCMS Bylaw 4.1.1.3).

•

Finally, congregations are free to designate gifts to the district for specific purposes and with
restrictions, including gifts designated in the course of their dissolution. The district is free to accept
such gifts, provided that the purposes for which they are given are in accord with the objectives of
the Synod and the district (LCMS Bylaws 4.1.1.1–2; Constitution III). Non-profit corporate law
governs the use of restricted gifts by original recipients and successor corporations.
The language proposed does not clarify but confuses and complicates the situation, should a
congregation dissolve. Gifts given under restriction reduce the flexibility of the district itself to
respond to mission priorities; therefore, encouragement of such restrictions would hamper the
district, through its convention, officers, and boards, from accomplishing its purposes, which are
Synod’s purposes in that place. In any case, provisions such as these are best left to the judgment
of the individual congregations and their right of self-governance.

•

The commission is therefore unable to give its approval to the proposed three paragraphs under
Article VI, Property, or the second proposed paragraph under Article XIII, Dissolution.

•

In the other two paragraphs proposed under Article XIII, Dissolution, and under Article XIV,
Relationship to Synod, the commission recognizes the language required by LCMS Bylaw 1.5.3.6
and 2016 Res. 9-02A.

The commission thanks the district for its cooperation with the review process and asks that it would address
the above and to submit a revision of the proposed articles for further review.
152. 2016 Res. 9-02A Review of Concordia St. Paul (CUSP) Documents (16-2804A)
In response to the commission’s request for articles of incorporation and faculty complaint and dispute
resolution policies from the colleges and universities of the Synod, the President of Concordia University,
St. Paul, forwarded an explanation of his institution’s policy for handling complaints as well as his board’s
policy manual, which included the institution’s articles and bylaws. The commission treated the articles of
incorporation under CCM Op. 16-2804 (November 10–11, 2017), and now treats the remainder of the
materials submitted. The commission notes that at least those required changes it catalogued in Op. 162804 will need to be addressed in time for the commission to report the institution’s compliance to the 2019
Synod convention.
Concerning policies for faculty complaints and dispute resolution, those procedures referenced in the email accompanying Concordia St. Paul’s documents no longer exist in the bylaws of the Synod. The
commission recommends adoption of the Model Operating Procedure Manual developed by Concordia
CCM Minutes – April 6–7, 2018 – Page 116