in Governing Documents of Corporate Agencies of the Synod
RESOLUTION 9-02
Overture 9-07 (CW, p. 381)
Rationale
As the various corporations of the Synod were established, different reversionary language was used to make clear that all property of its agencies is the “Property of the Synod” (with the exception of assets held by the Lutheran Church Extension Fund—Missouri Synod and by any agency in a fiduciary capacity such as administered by Concordia Plan Services or certain funds held by The Lutheran Church—Missouri Synod Foundation; see Bylaw 1.2.1 [q]). Such variety led the 1981 LCMS convention to adopt Res. 5-07 to provide “definite procedures and policies for the establishment of additional corporations within the Synod.”
More recently, legal counsel advised that it would be helpful for the unity and interests of the Synod if clear and consistent relationship and property reversionary language be included in the Articles of Incorporation of all corporate agencies, new and old. This interest resulted in the adoption by the 2004 LCMS convention of Res. 4-11, requiring the inclusion of “clear relational and property reversionary provisions in the Articles of Incorporation of all corporate agencies.” Such provisions were developed by the Commission on Structure with the assistance of special legal counsel, to be included verbatim in the Articles of Incorporation of all corporate entities of the Synod, “not to be altered or deleted without the approval of the Synod, in convention, or the Board 1 of Directors of the Synod.”
Ongoing efforts by the CCM (including the creation of a model articles of incorporation document) to see to it that such language is found in all agency Articles of Incorporation has resulted in unforeseen difficulties and concerns, including not-for-profit corporation laws with requirements that vary from state to state. This was a subject of discussion at a joint meeting of the Council of Presidents, CCM, and Commission on Handbook on November 20, 2014, resulting in the naming of a “Resolution 4-11 Committee” to represent the three groups. The committee’s assignment was to recommend next steps for the implementation, modification, or rescission of Res. 4-11 while continuing to honor the intentions of the resolution (and those of 1981 Res. 5-07).
As the committee reviewed its assignment, it requested comments regarding the resolution from the corporate agencies of the Synod while also examining how the provisions of Res. 4-11 impact LCMS organizational documents. After a series of telephone conference meetings, the committee requested the assistance of the Synod’s legal counsel, Thompson Coburn LLP, to consider comments received in response to the letter to the corporate agencies, to review the interaction of Res. 4-11 with provisions of the LCMS organizational documents, and to consider a new approach to the entire matter of uniformity of reversionary language.
The end result of the Resolution 4-11 Committee’s work is this overture to the 2016 LCMS convention, proposed with the assistance of LCMS legal counsel. It is consistent with existing LCMS organizational documents and advocates rescinding 2004 Res. 4-11, superseding pertinent portions of 1981 Res. 5-07, and adopting a new Bylaw 1.5.3.6.
PRESENT/PROPOSED WORDING
Therefore be it
Resolved, That 2004 Res. 4-11 be herewith rescinded in lieu of the adoption of new Bylaw 1.5.3.6 by this convention to accomplish the same expectations but in a manner more amenable to legal and other requirements of the Synod’s various corporate agencies; and be it further
Resolved, That those portions of 1981 Res. 5-07 pertaining to matters now addressed by the adoption of new Bylaw 1.5.3.6 be superseded by this convention action and its new Bylaw 1.5.3.6; and be it further
Resolved, That new Bylaw 1.5.3.6 be adopted as follows:
PROPOSED WORDING
See resolution for proposed wording
and be it finally
Resolved, That the agencies of the Synod shall comply with the requirements of this bylaw 2 change in time for the CCM to report the status of compliance to the 2019 convention of the Synod.
