LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 23, 2024, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting (Zoom.us)
September 23, 2024
50. Opening Devotion and Adoption of Agenda
Chairman Peters called the meeting to order with all members present. Following a reading of Psalm 119
Heth (vv. 57–64) and opening prayer, the commission proceeded with its previously-distributed agenda, as
follows:
51. Lutheran Church Extension Fund Canada Corporation (23-3005B)
By an email dated September 18, counsel for the Lutheran Church Extension Fund—Missouri Synod
(LCEF) submitted for the commission’s review a revised Bylaw proposal for the LCEF Canada Corporation
(“CanCorp”), accompanied by an explanatory memorandum and the previously-proposed amendments to
the CanCorp Articles (Letters Patent), not further revised. This was submitted in response to the
commission’s earlier review in Op. 23-3005A.
The commission acknowledges an error in its Op. 23-3005A, namely that under Item C, the reference (to
the proposed articles of amendment to the Letters Patent) should be to CanCorp Special Provision (a) and
not to CanCorp Special Provision (g).
The commission notes (without limitation) two implications of CanCorp Bylaw 2.01 that are not obvious
in the reading of other bylaws, as a reminder to LCEF and a request that CanCorp be suitably and
periodically informed:
•

in CanCorp Bylaw 4.04: the removal procedure is subject to the standards and prior process of
Synod Bylaws 1.5.7–1.5.7.1.

•

in CanCorp Bylaws 19.02 and 19.03, the commission’s prior approval is required, under Synod
Bylaw 3.9.2.2.3 (a), for any modification of the CanCorp Articles or Bylaws

Both of the above are understood to be implicit in the above CanCorp Bylaws, taken in combination with
the subordination to Synod’s bylaws found in CanCorp Bylaw 2.01.
The commission notes that the Board of Directors will need to approve modification of Bylaw 1.5.3.6 (a)
language in Bylaw 2.01 and of Bylaw 1.5.3.6 (b) language in Special Provision (g). It will also need to
approve the limitation on member gain present in Special Provisions (a) and (g), as this impacts the rights
of the sole member, which LCEF is required to be by board policy. Board of Directors approval is also
required, with regard to the “congregational support activities” contemplated, under Synod Bylaw 3.6.4.4.1,
as these are “other purposes” with respect to the “exclusive use” list of that bylaw. Finally, approval of the
Board of Directors is required for new utilization of a corporation by an agency of the Synod in carrying
out its activities. The commission’s approval of these documents is contingent on LCEF receiving these
approvals from the Synod Board of Directors. (The commission also observes that Board of Directors
approval will also be necessary for any lending in Canada to recipients “beyond the Synod,” but this is a
matter distinct from approval of the CanCorp governing documents.)
Subject to that contingency, the commission finds the proposed Articles and Bylaws of LCEF CanCorp to
be in harmony with the Constitution, Bylaws, and resolutions of the Synod and thanks LCEF and its counsel
for their patience and diligence in working with the commission to address the many issues identified in
Op. 23-3005 and 23-3005A. LCEF is requested to forward a clean copy of the CanCorp governing
documents as filed, once this process is complete, for the commission’s files.

CCM Minutes – September 23, 2024 – Page 41