LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 14–15, 2018, Page 3

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

2016 Res. 9-02A. The articles also lack the required asset disposition language. The articles also
require significant updating.
Colleges, universities, and seminaries lacking the required language in their articles are reminded to revise
their documents into compliance with Bylaw 1.5.3.6 and 2016 Res. 9-02A or to apply to the Board of
Directors of the Synod for modification of these provisions with regard to their specific agencies. The
commission asks to be kept apprised of efforts so that its report to the 2019 convention can be as current as
possible.
187. Review of Synodwide Corporate Entity, Trust Entity Manager, and Mission Agency Articles of
Incorporation (18-2895)
In keeping with the convention’s assignment of 2016 Res. 9-02A, to review the articles of incorporation of
Synod agencies for compliance with Bylaw 1.5.3.6, the commission also reviewed the status of the articles
of the synodwide corporate entities. At present:
•
•
•
•

•
•

Concordia Historical Institute: Articles contain language satisfying Bylaw 1.5.3.6 requirements for
relationship and asset disposition language (Op. 17-2835).
Concordia Publishing House: Articles on file, last modified with articles of acceptance in 2001,
satisfy Bylaw 1.5.3.6 requirements for asset disposition language but do not contain compliant
relationship language.
Lutheran Church Extension Fund—Missouri Synod: Articles contain language satisfying Bylaw
1.5.3.6 requirements for relationship and asset disposition language.
The Lutheran Church—Missouri Synod Foundation: Articles contain language satisfying Bylaw
1.5.3.6 requirements for relationship and asset disposition language. The commission notes that the
eighth article, dealing with amendments, does not indicate the required prior review and approval
by the Commission on Constitutional Matters (Bylaw 3.9.2.2.3 [a]).
Concordia University System: Articles contain language satisfying Bylaw 1.5.3.6 requirements for
relationship and asset disposition language.
Concordia Plan Services (manager of synodwide trust entities, the Concordia Plans): Articles
contain language satisfying Bylaw 1.5.3.6 requirements for relationship and asset disposition
language.

Agencies lacking the required language in their articles are reminded to revise their documents into
compliance with Bylaw 1.5.3.6 and 2016 Res. 9-02A or to apply to the Board of Directors of the Synod for
modification of these provisions with regard to their agencies. The commission asks to be kept apprised of
efforts so that its report to the 2019 convention can be as current as possible.
The commission also noted that foreign mission corporations of the Synod, in general, are agencies but
may not be able to satisfy relationship and/or asset disposition language requirements of Bylaw 1.5.3.6, or
other requirements for agency organization imposed by the Bylaws of the Synod. The commission notes
that the Board of Directors might adopt policies to regulate the application of Bylaw 1.5.3.6 to such
corporations, and that it might be profitable for the bylaws to distinguish this class of corporations with
regard to general requirements for other agencies of the Synod.
188. Summary Review of District Articles of Incorporation (18-2896)
In keeping with the convention’s assignment of 2016 Res. 9-02A, to review the articles of incorporation of
Synod agencies for compliance with Bylaw 1.5.3.6, the commission also reviewed the status of the articles
of the districts of the Synod. The commission notes that it has no ability to verify at present that articles as
proposed were adopted by the respective conventions, but requests that districts file clean copies as adopted
and filed, as required by Bylaw 3.9.2.2.3 (c). At present:
•

Atlantic: 1948 articles on file lack relationship and asset disposition language (Op. 18-2864).
CCM Minutes – September 14–15, 2018 – Page 145