LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 19-20, 1996, Page 6

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lay member to that of commissioned minister would be ineligible to continue to serve as a member of the
Board of Directors after the date established for a vote by the congregations, in this case, March 15, 1996.
27. Review of Foundation Bylaws (Ag. 2026) : The Commission was asked to review several amendments
to the Articles of Incorporation of The Lutheran Church-Missouri Synod Foundation, as well as an
amendment to its Bylaws relating to financial disclosure. Amendments to the Articles of Incorporation
included a change from the reference to "Section 501(c)(3) of the Internal Revenue Code of 1954" to
"Section 501(c)(3) of the Internal Revenue Code of 1986" and to change the reference to "Chapter 355 of
the Revised Statutes of Missouri of 1959" to "the Missouri Nonprofit Corporation Act." The last sentence of
the ninth article of the Articles of Incorporation was also amended so that it would read, "Written notice of
the proposed amendment shall be given to the Members no fewer than ten, nor more than sixty, days prior
to the meeting at which such amendment(s) shall be considered." A similar amendment was included in
Article VI of the Bylaws.
After reviewing the amendments, the Commission concluded that there was nothing contrary to the
Constitution or Bylaws of the Synod which resulted from the amendments. It did question, however, the
inclusion of the phrase, "or one of its entities or agencies" in Article V, Section 2, e, of the Bylaws. It
recognizes that this phrase is appropriate for the Synod, but may not necessarily apply to The Lutheran
Church-Missouri Synod Foundation.
28. Revision of Bylaws Regarding Synodical Board of Directors (A,-. 2023) : As a part of its approval of
the revision of the Handbook for 1995, the Commission under Resolution 7-23 adopted at the 1995
convention was asked to review bylaws regarding the Board of Directors which had been prepared by the
Secretary of the Synod and had been approved by the Board of Directors. The proposed bylaws which had
been forwarded to the Commission for review are as follows:
Resolved, That the bylaws adopted by the 1992 convention in Resolution 8-01A be further amended to
read as follows:
1.

1.

That the term "Lutheran Church-Missouri Synod, Inc." be removed from the bylaws
and replaced with the term "Corporate Synod."
That 1992 Bylaw 3.181 be restated as follows:
3.181 Role
a. Article XI of the Constitution provides for a synodical Board of Directors. Synodical
conventions may authorize other corporate and legal entities which shall function as servants
of and to the congregations and the Synod in their assigned areas of responsibility. Each of
these entities shall have a board of directors or comparable board (board of trustees, board of
managers, or board of governors). These other synod wide corporate and legal entities whose
purpose and functions are described in the Bylaws are:
Concordia Publishing House
The Lutheran Church Extension Fund-Missouri Synod
Lutheran Church-Missouri Synod Foundation
Worker Benefit Plans
Concordia University System
Concordia Historical Institute

1.

That 1992 Bylaws 3.182, 3.183 and 3.185 be retained as adopted. They read: