LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — August 17–18, 2018, Page 19

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The commission notes that the footnote does not really deal with the topic of dissolution and, as a footnote,
is not a legal part of the articles and would be of no legal force. This passage refers not to a liability but to
a restriction that would be expected to survive a dissolution, merger, etc., subject to possible cy près. The
commission notes that a careful title search and property evaluation are a practical necessity in the
acceptance of real property, which can otherwise expose the district to significant liabilities.
173. Ohio District Articles and Bylaws, Proposed (18-2885)
By e-mails of April 13 and May 7, respectively, the secretary of the Ohio District forwarded amendments
to the district’s articles and bylaws proposed for adoption at the district’s upcoming convention. The
Secretary responded with comments on successive drafts, the last of which was found to be fully consistent
with Synod’s Constitution, Bylaws, and resolutions, except that in Article VII K 3, the “interval of two or
more years” should be an “interval of three or more years,” given the present triennial cycle of the Synod.
The articles as proposed were found to satisfy the relationship and asset disposition language requirements
of Bylaw 1.5.3.6 and 2016 Res. 9-02A. The commission ratifies the response of the Secretary, approving
the changes as proposed, and thanks the district for its attention to these matters and for its cooperation with
the review process. The district is reminded to submit a clean copy of the bylaws as adopted, and of the
articles as finally filed with the state.
174. Pacific Southwest District Articles of Incorporation, Proposed (18-2886)
By an e-mail of May 10, the secretary of the Pacific Southwest District forwarded the district’s proposal to
restate its articles in terms of the template provided by the commission, which satisfies the relationship and
asset disposition language requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A. The Secretary responded
that this would be consistent with the Constitution, Bylaws, and resolutions of the Synod. The commission
ratifies the response of the Secretary, approving the proposed restated articles, thanks the district for its
attention to these matters, and requests a copy of the articles as adopted and filed with the state.
175. Michigan District Bylaws, Proposed (18-2887)
By an e-mail of May 21, the Michigan District office forwarded four proposed resolutions amending district
Bylaws 5.18a; 15.4; 5.5–6 and 5.13; and 1.3e. The chairman and secretary of the commission reviewed the
proposed amendments in light of existing Michigan District bylaws and responded that they were found to
be consistent with the Constitution, Bylaws, and resolutions of the Synod. The commission ratifies the
response of the Secretary, giving its approval to these changes, and thanks the district for its cooperation
with the review process.
176. Concordia International—Papua New Guinea Articles of Association (18-2892)
The commission noted that this corporation is organized under Concordia International Foundation, a nonmember, public benefit corporation established by the Synod for foreign mission purposes. As such, it does
not have the character of a typical domestic agency of the Synod and therefore its governing documents do
not meet the various typical requirements of the bylaws conceived for such agencies. The commission notes
that the Board of Directors has given its approval, signifying its acceptance of the relationship and
dissolution language, which differs from that required by LCMS Bylaw 1.5.3.6. The commission notes the
absence of conflict-of-interest provisions, meeting requirements, etc., as typically required of agencies
under Bylaw section 1.5. The commission accepts the apparent determination of the board and of Synod’s
legal counsel that Synod’s interests are adequately protected by the documents as approved, and that
appropriate policies and procedures will be in place despite various (probably necessary) lacunae in the
documents.
The commission notes again that the governing documents of Synod’s foreign mission corporations are of
a peculiar character and suggests that the Board of Directors might memorialize the convention of the Synod
to create bylaw language distinguishing foreign mission corporations from conventional domestic agencies
and establishing, for the former, sufficient and achievable requirements.
CCM Minutes – August 17–18, 2018 – Page 140