LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 5, 1999, Page 2

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At its 1998 convention, The Lutheran Church-Missouri Synod adopted a resolution amending Bylaw 3.503
(formerly Bylaw 3.493) and Bylaw 3.197 of The Lutheran Church-Missouri Synod (the “Synod”) to change
the scope of the objectives of The Lutheran Church Extension Fund-Missouri Synod (“LCEF”). At its
meeting in November 1998, LCEF’s members adopted amendments to Articles Fourth and Ninth of its
Articles of Incorporation to reflect the changes to Synod Bylaws 3.503 and 3.197.
Also, at its 1998 convention, the Synod adopted a resolution amending Bylaw 3.161 and Bylaw 3.501
(formerly Bylaw 3.490) of the Synod. At its meeting in November 1998, the members of the LCEF adopted
amendments to Article II, Sections 1, 2, 3 and 6, and Article VI of its Bylaws to reflect the changes to
Synod Bylaws 3.161 and 3.501.
Synod Bylaw 3.197 requires that the Board of Directors of the Synod and the Commission on Constitutional
Matters review any amendments to the Articles of Incorporation and Bylaws of the synod wide corporate
entities for conformity to the Synod’s Bylaws. The amendments adopted by LCEF’s members were
approved by the Board of Directors of The Lutheran Church-Missouri Synod at its meeting on February 25,
1999. They now have been presented to the Commission for its review and approval.
After a review of the amendments made, the Commission adopted the following resolution:
Resolved, That the amendments to Articles Fourth and Ninth of the Articles of
Incorporation of Lutheran Church Extension Fund-Missouri Synod, adopted at the meeting
of the members of that corporation held in November 1998, reflecting the changes to Synod
Bylaws 3.503 and 3.197 adopted by the Synod at its 1998 convention, having been
reviewed by the Commission on Constitutional Matters, are in conformity with the
Constitution and Bylaws of The Lutheran Church-Missouri Synod and are hereby
approved; and be it further
Resolved, That the Amendments to Article II, Sections 1, 2, 3 and 6, and Article VI of the
Bylaws of LCEF, adopted at the meeting of the members of that corporation held in
November 1998, reflecting the changes to Synod Bylaws 3.161 and 3.501 adopted by the
Synod at its 1998 convention, having been reviewed by the Commission on Constitutional
Matters, are in conformity with the Constitution and Bylaws of The Lutheran ChurchMissouri Synod and are approved.
The Commission notes, however, that the last two sentences of Section 3 of Article II of the Bylaws of
LCEF state as follows:
Elected directors may be removed by a two-thirds (2/3) majority vote of the Board of
Directors of the LCEF at any time, with cause. A vacancy on the Board of Directors shall
be filled by election by the Members of the LCEF at any regular or special meeting.
The Commission rules that those directors elected by a convention of the Synod cannot be removed with or
without cause by action of the Board of Directors of LCEF. Should a vacancy occur among those members
of the Board of Directors elected by a convention of the Synod, the provisions of synodical Bylaw 3.63
must apply. Accordingly, the above quoted sentences of Section 3, Article II, must therefore be amended
when the Members of LCEF next have opportunity in the manner set forth in the governing instruments of
LCEF.
36. Questions Regarding the Dispute Resolution Process (99-2144)