LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 30-31, 1981, Page 8

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to create additional entities unless the Synod has expressly authorized such entity or class of entities,
providing for at least minimal regulation, adding, "Naturally, it would not be necessary that each and
every new corporation be specifically authorized." In summary, there is a large concern that by
authorizing the incorporation of the Ohio District fund in this particular case under consideration, a
precedent may be established which would bring about a profusion of such entities or corporations, all
without proper regulation and causing chaos. In that regard, and in view of all that has been set forth in
this opinion, the Commission on Constitutional Matters holds that in taking into consideration the many
peculiarities of this unique situation, its holding herein is to be limited to this particular case, and is not
necessarily to be considered as authority in other areas of synodical life for encouraging, discouraging,
authorizing, or prohibiting similar actions
Finally, the Commission has devoted considerable discussion and review to other provisions.
For example, it has examined Bylaw 2.87, especially the exception" set forth in the first sentence and then
particularly subsection "c" thereunder. Since "property" does not include any assets of the Lutheran
Church Extension Fund—Missouri Synod, and, since it is specifically provided "that property held by an
agency in a fiduciary capacity... shall not be considered or treated as the property of the Synod," should
not the Ohio District Fund be placed in this category? If so, what then is the total effect of Bylaw 2.87
with regard to such District Church Extension Funds? See also Constitution Article XII, Section 2, Bylaw
3.07, particularly "b" and "c" thereunder
C.
Having considered all of the foregoing factors as well as other provisions, the Commission on
Constitutional Matters has come to the following conclusions:
1. It hereby reaffirms its holding of July 26, 1980 regarding the separate incorporation of
District Church Extension Funds.
2. In view of the uncertainties, possible contradictions, conflicts, complexities, and definite lack
of clarity, together with the possibility of legal ramifications, the Commission on Constitutional
Matters most respectfully but most urgently suggests that the Board of Directors of the Synod,
under its duties (Constitution, Article XI, F) for the general management and supervision of all
the business affairs of the Synod, review this situation in its entirety and prepare or cause to be
prepared and submitted to the forthcoming 1981 synodical convention all necessary Bylaw
changes or other provisions to provide guidance in this area, considering the previously adopted
resolutions of the Synod in convention on this point, especially 1979 Res. 4-02.
3. The Commission is not unaware of the difficult position in which the Ohio District now finds
itself, particularly with respect to the termination of the presently existing waiver from the
Division of Securities in Ohio which will occur in April 1981. In view of the foregoing, the
Commission reaffirms its opinion that the Ohio District under existing synodical Bylaws and
convention resolutions may proceed with the incorporation of its Church Extension Fund.
4. The Commission recommends that if the Synod in convention in 1981, upon recommendation
of the Board of Directors, should adopt restrictive legislation regarding the question of
corporations within the Synod establishing additional corporations, the Ohio District be exempted
(as in the case of the Michigan District) from any such action as long as the directors of the Ohio
District Church Extension Fund continue to be elected directly by the Ohio District in convention.
Commission on Constitutional Matters