LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 30-31, 1981, Page 7

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Parenthetically, an additional consideration is what authority, if any, the Lutheran Church Extension
Fund–Missouri Synod may exercise in the area of controlling (establishing policy) presently existing
District Boards as contrasted with "joint" actions of the "Fund" and "Board" and actions taken only by the
"Board." (See Bylaw 8.61).
During the entire presentation of this matter some parties have continually requested that other involved
parties, including the Commission on Constitutional Matters, furnish "authority" for permitting a certain
action to occur, such as the separate incorporation of a District Church Extension Fund. Yet no one has
presented any clear authority prohibiting the course of action which the Ohio District has adopted. No
prohibition can adequately be deduced from conflicting policy statements. It should be noted in this
connection that the first Resolved of the Church Extension Fund Resolution of March 2-3, 1979
enunciates the policy that Districts "not establish a separate corporation for... the growth of church
extension activities. This could be interpreted to mean that the Church Extension Fund opposes the
growth of church extension activities! And certainly no statement prohibiting the proposed course of
action of the Ohio District can be found in the Bylaws of the Synod.
The Ohio District and its counsel contend that there is a clear and distinct difference between their
proposal and actions of the Synod in ratifying the creation of the new synodical "Fund." Among other
contentions, the Ohio District indicates that presently its assets or funds are co-mingled with the funds of
the Ohio District and that some action needs to be taken increasing the protection of investors in the fund
as well as making possible less complicated and less costly filing requirements with the state Division of
Securities --- thereby also providing a more formal operation of the fund and providing additional
protection for the integrity of the fund should there be any liability claim presented against the District
It is contended that the Ohio Church Extension Fund corporation will not be an independent corporation
such as the newly created Church Extension Fund—Missouri Synod. Rather, in Ohio, under the "nonprofit" corporation law, the corporation is formed by 'members" and in this case the Ohio District itself
"will be the sole member." Then, the members of the Board for Mission and Church Extension of the
District will serve as the Board of Directors of the Church Extension corporation, but unlike the new
synodical "Fund" the Ohio directors will continue to be elected directly by the Ohio District in
convention.
It is further contended that the proposed corporation is needed to clarify various legal and auditing
procedures and is necessary to give added protection to the investors -- and has been proposed for these
reasons only -- and therefore does not violate any basic 'policy' prohibiting a "separate incorporation' but
instead is merely the prudent exercise of a right and duty to accomplish and achieve the objects of the
Ohio District and provide for a more effective and efficient program.
The District recognizes its obligation under Bylaw 8.61 as it relates to the synodical "Board." However, it
makes the distinctions set forth in the immediate preceding paragraphs, and particularly notes the fact that
the Ohio District has contemplated this change for several years before it was aware that the new
synodical "Fund" had been suggested
Further, the District concluded by suggesting that the synodical "Board" as well as the "Fund" encourage
and promote similar incorporation in other states by other Districts, where possible, as this would greatly
facilitate such District funds eventually joining the synodical "Fund" should a District exercise that
option.
In addition to the above factors, counsel, submitting a "brief" at the direction of the Board of Directors of
the Synod, contends generally that the incorporation should not be authorized and states that it would
seem to be the essence of sound structuring of the Synod that none of the existing entities should be able