Version History
Current published version
Today's Business, Issue 1. pp. 152-153. Original floor committee resolution.
No later published versions have been added.
Official Resolution Source Text
Resolution: 9-06
Canonical number: 9-06
Committee: Structure and Administration
Source: Today's Business, Issue 1
Printed pages: pp. 152-153
PDF pages: 152-153
Version: original, current-published-proposal
Source reference: Issue 1, pp. 152-153
Line numbers follow Today's Business, Issue 1, with numbering reset on each printed page, so delegates can compare this page with the official PDF.
Page 152
- To Amend Bylaws 3.6.1.8 (c) and 3.6.4 (a) to Clarify that Two-Thirds Approval Requirements
- for Synodwide Corporate Entity and Lutheran Church Extension Fund
- Governing Document Amendments are Based on Members Actually Present at Meeting
- RESOLUTION 9-06
- Overtures 9-16, 46 (CW, 475, 490)
- Rationale
- During a review of Lutheran Church Extension Fund’s (LCEF) articles and bylaws, the Commission on Constitutional
- Matters (CCM) stated the following in Opinion 24-3050A (Minutes of the CCM, May 6, 2025, 92–93) with respect to the
- conformity of LCEF’s membership voting process with Synod Bylaws:
- With regard to the first item, in view of Synod Bylaws 3.6.4 (a) and 3.6.1.8 (c), the commission notes an
- additional detail in Article NINTH, namely, that the “two-thirds majority vote” is to be of the members
- (whether all members or members appointed by the Board of Directors), not of the members present at such
- meeting. The two instances of “present at such meeting” should therefore be removed. The same changes
- need to be applied in the Bylaws, Article VII, as the same standards apply to the amendment of the LCEF
- Bylaws as to the LCEF Articles.
Page 153
- In consideration of the opinion, at LCEF’s annual meeting in November 2025, LCEF’s members amended its articles and
- bylaws to remove the phrase “present at such meeting” in the relevant places in order to be in compliance.
- However, the LCEF Board of Directors believe that it is in the best interest of LCEF that the two Synod bylaws cited in
- the opinion be revised such that LCEF can revise its articles and bylaws in the future to reinsert the phrase “present at such
- meeting” in the relevant places. Presently, LCEF has 75 members. Therefore, two-thirds of the 75 members (50) must
- approve changes to LCEF’s articles and bylaws regardless of how many members are present to vote. Thus, for example,
- if only 60 of the 70 members were present to vote at the meeting (the quorum requirement thus being satisfied), then 50
- of the 60 members must approve any changes, which is 83.3 percent of the members present at the meeting. The two-
- thirds majority requirement is already a supermajority.
- The current situation becomes even more challenging when certain changes are made to LCEF’s articles and bylaws. In
- those cases, two-thirds of LCEF’s members appointed by the Synod Board of Directors (the members at large) must also
- approve voting as a separate class. There are six such members at large. Thus, to obtain approval of this class, two-thirds
- of the six (four) must approve. If only four of the six members at large are present at the meeting, then all four must
- approve, which is 100 percent of the members at large present.
- It is customary and prudent in voting bodies that a majority or supermajority of those present at such meetings approve
- action items (assuming quorum requirements are met). LCEF requests the changes resolved below for LCEF to put in
- place a reasonable supermajority requirement.
- Therefore be it
- Resolved, That Bylaw 3.6.1.8 (c) be amended as follows:
- PRESENT/PROPOSED WORDING
- 3.6 Synodwide Corporate Entities
- General Principles
- …
- 3.6.1.8 Each synodwide corporate entity shall provide in its governing instruments
- …
- (c) a provision that any amendments to a provision of its governing instruments which relate to its
- objects and purposes, the designating of its members, or the procedure for amending its governing
- instruments shall require a two-thirds affirmative vote of its members present at such meeting, if any,
- who are appointed by the Board of Directors of the Synod;
- and be it further
- Resolved, That Bylaw 3.6.4 (a) be amended as follows:
- PRESENT/PROPOSED WORDING
- The Lutheran Church Extension Fund—Missouri Synod
- 3.6.4 The Lutheran Church Extension Fund—Missouri Synod, as established on June 15, 1978, as a corporate
- entity under the laws of the State of Missouri, is operated by its members and Board of Directors, in
- accordance with its Articles of Incorporation and corporate Bylaws, to further the objectives and duties of
- the church extension fund by providing financial resources and related services for ministry, witness, and
- outreach within the Synod and, as approved by the Synod Board of Directors, beyond the Synod: (1) to and
- within partner churches with which the Synod is in altar and pulpit fellowship; or (2) upon the
- recommendation of the President of Synod, to Lutheran entities formed and operating outside of the United
- States that assist in fulfilling the Synod’s ministry and mission objectives in foreign countries.
- (a) Any amendment to the Articles of Incorporation and the corporate Bylaws of the Lutheran Church
- Extension Fund—Missouri Synod as heretofore adopted shall be made by a two-thirds vote of the
- members of the Lutheran Church Extension Fund—Missouri Synod present at such meeting as set forth
- in its Articles of Incorporation and Bylaws.
- …
