LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — July 19, 2022, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting (Zoom.us)
July 19, 2022
148. Call to Order and Opening Prayer
Dr. Gude called an internet conference of the commission together, with all members present except for the
Rev. Peters, absent due to a death in his family. He opened with prayer.
149. Concordia Seminary (St. Louis) Limited Liability Company (22-2992A)
By an email of June 15, counsel for Concordia Seminary (St. Louis) (CSL) forwarded for the commission’s
review a proposed operating agreement for a single-purpose entity proposed to be organized by the
seminary as a limited liability company, submitted as revised in response to the commission’s April review
of a previous draft (Op. 2992). After discussion among the commission, it was determined that it was not
necessary for Rev. Bode to recuse himself from this item.
The commission found that it remained unable to approve the operating agreement as revised, finding the
“special committee,” although revised to have more limited powers, and the general consent/control rights
given to the ground tenant still incompatible with certain bylaw provisions noted in the first review (Bylaws
1.5.3.3–4). Noted also was the use of the word “subordinate” (Section 1.6) in describing the relationship of
the provisions of the articles and agreement to the Constitution and Bylaws of the Synod, rather than
“subject to,” the language set forth in Bylaw 1.5.3.6 (a), with some question as to the significance of this
particular wording substitution.
The commission asked the Secretary, aided by one or both of the commission’s attorneys, to offer further
consultation with the seminary.
150. English District Articles of Incorporation (22-2996)
By an email of May 13, the Secretary of the English District forwarded his district’s proposed restatement
of its articles of incorporation, which the Secretary of the Synod and Chairman Gude found to be identical,
except in nonmaterial details, to those approved by the commission for the Southern Illinois District, both
districts being incorporated in the State of Illinois. In an email of June 10, the Secretary of the Synod
indicated, on the basis of this finding, that the articles as proposed stood approved on account of the prior
approval of a virtually identical instrument for Southern Illinois, enabling the articles to be presented to the
English District Convention, which convened June 20.
The commission now ratifies the response of the Secretary and its chairman, approving of the articles as
adopted by the English District, thanking the district and its secretary for their attention to these matters
and for submitting its articles for review, and reminding them to file with the Secretary, for the
commission’s files, a clean copy of the district’s articles as adopted and filed with the State of Illinois.
151. Indiana District Proposed Amendment to Bylaw 13.2 (22-2997)
By an email of May 14, the Secretary of the Indiana District forwarded an additional proposed change to
his district’s Bylaw 13.2 (Resolution 2-03). The commission found the proposed language to be in harmony
with the Constitution, Bylaws, and resolutions of the Synod and approved it for adoption.
The district and its secretary are thanked for their submission of this additional proposed change and
reminded to file with the Secretary, for the commission’s files, a clean copy of the district’s bylaws as
adopted.

CCM Minutes – July 19, 2022 – Page 116