“Property of the Synod”
Overture 11-56 (CW, p. 412)
The Lutheran Church—Missouri Synod was originally founded as a synodical union in April, 1847. Its original name was “The German Evangelical Lutheran Synod of Missouri, Ohio, and Other States.” Ultimately, in 1947, the synodical union—the Synod—shortened its name to The Lutheran Church—Missouri Synod (LCMS).
In 1894, the Synod voted to form a Missouri benevolent corporation under Chapter 352 of the Missouri Statutes called “The German Evangelical Lutheran Synod of Missouri, Ohio, and Other States.” The corporation’s name eventually was also changed to “The Lutheran Church—Missouri Synod.”
In 1967, the corporation filed Articles of Acceptance with the State of Missouri to convert to a nonprofit corporation pursuant to the General Not for Profit Corporation Act, Chapter 355 of the Missouri Statutes. The corporation’s Articles of Incorporation have been amended from time to time, and the current Articles are included in the Handbook of The Lutheran Church—Missouri Synod.
Article XIV of the Synod’s Constitution provides that “[t]he Synod in convention may adopt bylaws that are consistent with and do not contradict the Constitution of the Synod.” The Synod’s Bylaws also serve as the bylaws of the corporate entity.
The Synod’s Bylaws have been amended fairly regularly over the past 150 years. Some of the amendments were designed to recognize the distinction between the synodical union (Synod) and the Missouri nonprofit corporation of the same name. An example of such is current (2013) Bylaw 1.2, which includes definitions of “Synod” and “Corporate Synod.”
Bylaw 1.2.1 (f) provides, in pertinent part: “Corporate Synod: The Lutheran Church—Missouri Synod, the Missouri nonprofit corporation, including its offices, boards, commissions, and departments …. ” Bylaw 1.2.1 (u) states: “Synod: Refers collectively to the association of self-governing Lutheran congregations and all its agencies on the national and district levels. The Synod, as defined herein, is not a civil law entity.” [The term “Agency” is defined in Bylaw 1.2.1 (a).]
Because the name of the Synod and the name of the Missouri nonprofit corporate entity are identical, certain provisions of the Synod’s Constitution and Bylaws could be viewed as ambiguous and, therefore, should be amended for clarity and consistency.
One such bylaw that should be clarified for at least two different reasons is Bylaw 1.2.1 (q), which defines “Property of the Synod” as “[a]ll assets, real or personal, tangible or intangible, whether situated in the United States or elsewhere, titled or held in the name of the Synod, its nominee, or an agency of the Synod. 1 ‘Property of the Synod’ does not include any assets held by the Lutheran Church Extension Fund—Missouri Synod or by an agency of the Synod in a fiduciary capacity (including, for purpose of example, the funds managed for the Concordia Plans by Concordia Plan Services and certain funds held by the Lutheran Church—Missouri Synod Foundation.)”
First, the current definition, especially when read in light of the definition of “Synod,” could lead to an erroneous understanding that the Synod owns the property of member congregations. Such a misunderstanding would be inconsistent with Article VII 2 of the Constitution, which clearly states, “Membership of a congregation in the Synod gives the Synod no equity in the property of the congregation.” Clarification for consistency could be made by amending Bylaw 1.2.1 (q) to expressly exclude property of congregations from the definition.
Second, Article XI E of the Constitution should be amended to reflect more clearly that the duties of the Board of Directors include serving as the legal representative of both the Synod and corporate Synod, and to clarify that the Board of Directors’ role as custodian of the property of the Synod includes, in particular, property held by or titled in the name of corporate Synod or its nominee. This is not a change in responsibilities but rather a clarification.
These amendments would benefit the Synod and its members by providing clarity and consistency between the Constitution and the Bylaws.
Therefore be it
Resolved, That the LCMS Handbook be revised as follows:
See resolution for proposed wording