LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 6, 2023, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Electronic Action
September 6, 2023
1. Proposed Amendment, LCEF Articles of Incorporation (23-3015)
By an email of August 10, 2023, the President and CEO of the Lutheran Church Extension Fund—Missouri
Synod (LCEF) requested the commission’s review of a proposed change to the synodwide corporate entity’s
articles of incorporation to bring the language of their fourth article into harmony with Synod Bylaw 3.6.4
as amended in 2023 Resolution 9-10A. The amendment, subject to approval of this commission, is to be
presented to the Synod Board of Directors and membership of LCEF for approval. It is as follows:
FOURTH: This Corporation is formed for religious, educational and charitable purposes, namely, to
provide financial resources and related services for ministry, witness, and outreach ofwithin The Lutheran
Church--Missouri Synod (the "Synod") and, as approved by the Synod Board of Directors, beyond the
Synod: (1) to and within partner churches with which the Synod is in altar and pulpit fellowship; or (2)
upon the recommendation of the President of Synod, to Lutheran entities formed and operating outside of
the United States that assist in fulfilling the Synod’s ministry and mission objectives in foreign countries.
In so doing it shall raise funds primarily through the issuance of corporate notes and other debt
instruments. The assets of the Corporation shall be used exclusively for the following:
a. To provide financing and services for the acquisition of sites; the construction of facilities;
the purchase of buildings and equipment; operating expenses; professional church worker
education; the residential housing needs of professional church workers; promoting strategic
ministry planning and assisting in capital campaigns; and other purposes approved by the
Board of Directors of the Corporation and the Synod Board of Directors, which purposes
shall be consistent with the ministry and mission of the Synod under policies approved by
the Board of Directors of the Synod.
b. To provide financing for the operations of the Corporation and for distribution of operating
results to its member Districts, congregations, and corporate Synod, as determined by the
Board of Directors of the Corporation.
The commission finds this change to be in harmony with the Constitution and Bylaws of the Synod and, as
required by Bylaw 3.6.1.7 (b), grants its approval.
In a broader review of the LCEF Articles and Bylaws as adopted through November 2019, the commission
noted a few additional items in the LCEF Bylaws that should receive attention; they are independent of this
change, however, and this approval is not contingent on these issues being addressed:
Article I, Section 2: while not inconsistent with the Constitution and Bylaws of the Synod, a reference
to “written or telegraph notice” of a special meeting may be worthy of update.
Article II, Section 1: Synod Bylaw 3.6.1.3 (a) provides that a minimum of one-third of the voting
members of the governing board of a synodwide corporate entity shall be elected by the Synod in
convention. Thus, with three voting members elected by the convention, LCEF’s board may contain
no more than six appointed voting members; it presently has eight. Bylaw 3.6.1.3 (a) was (as Bylaw
3.192, reading “A minimum of approximately one-third” until 2004) introduced by 1998 Res. 802B, for “implementation following the 2001 convention” (Proc., 166).
A review of LCEF Bylaws in the commission’s files noted a modification by the LCEF membership
in November of 1999, containing provisions adopting the present makeup of the LCEF board
“beginning with the installation of officers elected at the convention of the [Synod] occurring in
CCM Minutes – September 6, 2023 – Page 1