LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — August 9–10, 2024, Page 14

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Third, the Synod convention identified and included elsewhere in the provisions of 1981 Res. 5-07 those
structural governance elements it desired to ensure were present in subagencies. Were the congruity
language to be interpreted to include structural requirements, these other provisions would be rendered
superfluous or even in conflict. The commission therefore finds that the congruity language imposes a
functional limitation on the activities of the subordinate corporation and its personnel (as just described),
but not a structural congruence of the subordinate with its parent. That is, it does not require, for example,
that the board of the subordinate have exactly the composition of the board of its parent. In this instance, it
does not require that an LCEF subordinate have a board comprised just as LCEF’s is, as described in Bylaw
subsection 3.6.4, or that the subordinate have the unique structural features of a synodwide corporate entity,
as described in Bylaw subsection 3.6.1.
It does require that the board of the subordinate, however composed, function strictly within the boundaries
allowed to the board of its parent; the same, for all activities of the subordinate, which are governed just as
if the subordinate were part of the parent. In this instance, CanCorp proposes to perform functions that are
essentially within the activities of LCEF under Bylaw section 3.6.4, so the congruity language poses no
challenge for the functions of CanCorp as a subagency of LCEF.
To summarize generally, the commission finds that the “congruity language” of 1981 Res. 5-07, that “[t]he
bylaws of the new corporation shall provide that the Board of Directors, officers, and all employees and
agents of the corporation and also the activities of the corporation are subject to the Bylaws of [the Synod]
and resolutions adopted by the Synod in convention, and that all of the provisions of the Synod’s Bylaws
and resolutions as to supervision or coordination of personnel or activities will be applicable to the new
corporation to the same extent as if the Board of Directors, officers, employees and agents, and activities
of the new corporation, were directly those of the appropriate District, seminary or college, or other
corporation of the Synod,” applies functionally, as to the activities of the subordinate corporation, but does
not apply structurally, to require that every governance feature of the parent is necessary to reproduce in
each subordinate.
In the instant matter, therefore, the commission opines with regard to remaining Items H (CanCorp Bylaw
Articles 4, 5, and 6), I (Synod Bylaw 3.6.1.8 [a]), M (Bylaw 3.6.4.3), S (CanCorp Bylaw 9.02), and U
(CanCorp Bylaws 18.01, 03) that CanCorp may have a board distinguishable in persons and form from that
of LCEF, the parent (item H and I); that the terms of its directors may also vary from those required of
LCEF (Item M), that its chief executive is not to be understood to be a synodwide chief executive for the
purposes of noted bylaws (Item S), and that the amendment procedure required specifically of synodwide
corporate entities does not apply (though prior approval by CCM does, as to all agencies, as does the
requirement of Synod BOD approval of the new utilization of the corporation).
As noted above, item G, the sole-membership of LCEF in CanCorp, remains a necessary feature to be
assured in the governing documents.
As to CanCorp, the commission looks forward to revised documents and the conclusion of other necessary
measures, so that it can review and approve final documents prior to any filings.
(D) Broader observations and recommendation
1981 Res. 5-07 was proposed by the Board of Directors in response to a commission opinion (Ag. 1433,
minutes of July 25–26, 1980; see also minutes of October 24–25, 1980; January 30–31, 1980; February 19,
1981; and April 24–25, 1981) regarding separate incorporation of a district church extension fund, the
essence of which was that absent a Bylaw or resolution prohibition of districts separately incorporating
their church extension operations—notwithstanding a Board for Church Extension policy to the contrary—
districts could incorporate their church extension funds “for the same reason for which at least in part the
Synod [had], namely, to protect the assets of the fund.” 1981 Res. 5-07 was adopted to address the concern
that the approach of this opinion (Ag. 1433) would result in unregulated incorporation of subagencies by
agencies of the Synod in general. It seems that—adoption of the resolution and two subsequent (2004 Res.
CCM Minutes – August 9–10, 2024 – Page 37