LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 15–16, 2024, Page 6

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

28. Lutheran Church Extension Fund Articles of Incorporation and Bylaw Review (24-3024)
In its review of a proposed amendment to the Lutheran Church Extension Fund (LCEF) Articles of
Incorporation (Op. 23-3015, minutes of September 6, 2023), the commission had noted a number of
additional items potentially requiring attention and indicated that it would undertake a full review of the
LCEF Bylaws and consult with LCEF regarding some of them, in particular, the requirement of Synod
Bylaw 3.6.1.3 (a) 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.”
The commission now undertakes that review. In addition to the bylaw items identified in the commission’s
previous review (Op. 23-3015, September 6, 2023, these reproduced here for convenience), the commission
notes the following, marked as “(new)”:
Articles of Incorporation (new)
ARTICLE SEVENTH: “subject to the Constitution and Bylaws” should read “subject to the
Constitution, Bylaws, and resolutions.” (Bylaw 3.6.1.8 [b])
ARTICLE EIGHTH: members-at-large are limited to three successive terms, while in the
corresponding bylaw (Article I, Section 1 [c], there is no qualification on the limit of three terms).
This is inconsistent. Presumably, the bylaws should be brought into line with the articles (see
below).
ARTICLE EIGHTH: the commission notes that the “rounding down” of the number of additional
members appointed by the Synod Board of Directors is not inherent in controlling Synod Bylaw
3.6.4.2.1; however, the commission notes this aspect of the LCEF articles as “semi-original”
(dating to the implementation of the 1979 structure in 1981 LCEF articles) and does not find it,
therefore, to require modification.
Bylaws
Article I, Section 1 (c): see above under ARTICLE EIGHTH: “three terms” should read “three
successive terms” (new).
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
the year 2001.” The language adopted by LCEF designated three members to be elected by the
Synod in convention, as newly required by 1998 Bylaw 3.490, but did not reduce the total size of
the board to bring the ratio into alignment with Bylaw 3.192 (present-day Bylaw 3.6.1.3 [a]) or
with the comment under which the 1998 change to Bylaw 3.490 was adopted, which indicated that
the change was to “establish[] that a minimum of approximately [n.b., the Bylaw no longer allows
approximation] one-third of the voting board members are elected by the Synod in convention”
(1998 Res. 8-03B, Proc., 167). (Perhaps the ratio of 3/11 was felt to be “approximately” 1/3 at the
time, although documentation of this conclusion has not been identified.) Nonetheless, this reflects
the identification of a long-standing but apparent conflict between the Bylaws of the Synod and
those of LCEF, which needs to be corrected.
CCM Minutes – March 15–16, 2024 – Page 18