Official Handbook Source Text

dealt with, or disposed of in a manner not in conflict with the laws of the State of Missouri or of the laws of any state in which said property is located.

Article VII Bylaws

This corporation shall have such constitution and bylaws as may be necessary to accomplish its purposes and shall have power to create such corporations, boards, offices, and other subordinate bodies as may be necessary to accomplish its general and special objectives and in such bylaws assign responsibilities to those bodies.

Article VIII Amendments*

Amendments to these Articles of Incorporation may be made at any time at a general or special meeting of this corporation by the affirmative vote of a two -thirds majority of the delegates present and voting or by a simple majority of all delegates, whichever is less, provided such amendments are not inconsistent with the Constitution or Bylaws of The Lutheran Church— Missouri Synod or the Constitution and laws of the United States or the State of Missouri.

* The Articles of Incorporation of the Synod were approved July 3 and filed July 18, 1894. They were amended in their entirety by the synodical convention of 1956. Article IV was amended by the 1962 synodical convention and Article V, paragraph 2, by the 1965 convention. Both of the amendments were approved by the Circuit Court of the City of St. Louis.

The Synod at its 1967 convention, on advice of counsel, resolved to accept the provisions of the Missouri “General Not-for-Profit Corporation Act” enacted in 1959. This act simplifies corporate procedure and makes it unnecessary to apply to the Circuit Court of the City of St. Louis for approval of amendments. Only two changes were needed. In Article I, sections b, c, and d were added, and the clause in Article VIII for court approval of amendments was deleted.

In 1981, Article IV was amended to reflect adoption of a triennial convention schedule and Article V, to reflect changes to the voting and nonvoting membership of the Board of Directors.

In 1998 , changes were made in Articles I and V deleting references to specific officers, incorporating the objectives of the Synod by reference in Article II, and clarifying Articles III and IV regarding congregations as the voting members of the Synod and the conventions of the Synod as its general meetings. The Constitution and Bylaws were referenced in Articles VII and VIII.

In 2004, a change was made to Article III by deleting references to specific categories of ministers of religion— commissioned and referring to definitions provided in the Constitution and Bylaws. A second change, adding a second paragraph to Article V, clarifies that limitations are placed upon the Board of Directors and other officers and agencies of the Synod by its Constitution and Bylaws.

In 2007, Article V was amended by adding a final sentence that directs all disputes regarding the applicability of the laws of the State of Missouri to provisions for resolution of such disputes in the Constitution and Bylaws.

In 2010, numerous changes were made, especially to Article II Objectives, as the entire document was amended and restated to accurately reflect the operations of the Synod. In the process of filing in early 2011, the address of the registered office was changed to correspond to that of the Synod’s registered agent.