The LMS-USA Constitution

Approved at the LMS-USA Convention, Indianapolis, June 6-8, 1998

In the Name of the Father and of the Son and of the Holy Spirit. Amen

Preamble

It is our prayer, as pastors and congregations subscribing to this constitution, that this church body might be a faithful embodiment of the church of Jesus Christ on earth. Thus in confident reliance upon the Holy Spirit who calls, gathers, enlightens, and sanctifies us through Word and Sacrament, drawing us to God and to one another; believing in one holy universal, and apostolic church of which Jesus Christ is the head; mindful of our own inadequacy, but with unwavering conviction concerning the destiny and duty of this church: We , the subscribing congregations and pastors, approve this constitution and affix our signatures hereupon, thus join in fellowship to express our unity of faith that exists among us as well as our dedicated commitment to the proclamation of God's Word, through word and deed, to the forgiveness of sins and life everlasting through Jesus Christ our Lord.

I. The Name of this Church body shall be "The Lutheran Ministerium and Synod - USA."

A. This Synodical and Ministerium Forum by Subscription shall be an incorporated Lutheran Church body.

II. The member congregations and member pastors shall each subscribe to a confession of faith which shall include:

A. The Indianapolis Annotated Statement of Holy Scripture.

1. Whenever a new consensus on Doctrinal matters is developed all LMS-USA congregations and pastors shall be deemed continuing members of the LMS-USA upon subscription to the newly developed consensus statement in question.

B. The Ecumenical Creeds (Apostles, Nicene, and Athanasian).

C. The Unaltered Augsburg Confession.

D. Luther's Small Catechism.

E. This Constitution

F. All other consensus Statements on Doctrine arrived at by the Pastors and congregations of this church body. Consensus shall be arrived at in light of Holy Scripture and the Lutheran Confessions. Consensus which might be developed in contradiction to the clear teaching of Holy Scripture is rejected. Consensus on this issue means unanimous approval of all those voting.

III. Member congregations and pastors are not owned by this church body. They freely choose to make subscription and thereby become members of the Synod and Ministerium. They thus are equally free to withdraw their subscription and thus their respective membership from this Subscriptional Body.

A. Should a subscribing member congregation or pastor determine at any point that they are no longer in complete agreement with a doctrine of this Synod and Ministerium to which they previously subscribed it shall be the expectation that the respective Pastor and/or congregation shall exercise integrity by withdrawing its subscription / membership in this Subscription Synod and Ministerium. Pastors and/or congregations may continue as Associate members of the LMS-USA by indicating that this is their chosen desire.

B. Pastors or seminarians make application for membership in the LMS-USA to a Committee on Clergy Roster Membership (CCRM) The norm shall be that contact be made of the President Pastor or Vice President Pastor of the LMS who will forward the name of the Pastor to the CCRM Committee. This committee shall be composed of a majority of members to be chosen by the LMS-USA Ministerium. Lay members on this committee shall be chosen by the LMS-USA Synod Convention . When recommended by the COmmittee on Clergy Roster Membership and approved by the LMS-USA Synod Convention, the pastor(s) shall then be invited to subscribe as full members of the LMS-USA.

1. There shall be three classifications of LMS-USA Clergy Roster Membership.

a . Provisional membership (or observer status) granted with initial application for membership;

b. Associate membership;

c. Subscriptional (voting) membership. Seminarians who are ordained by this church body shall be received as subscriptional (voting) members in the Ministerium. At the Synod Convention each subscriptional Congregations shall have one pastoral vote (if said pastor is a member of the LMS-USA Ministerium).

C. Congregations make application for membership in the LMS-USA to a COmmittee on Congregational Membership (CCM) composed of members of the LMS-USA Ministerium and lay members from the LMS-USA Synod. The norm shall be that contact be made of the President Pastor or Vice President Pastor of the LMS-USA who will forward the name of the Pastor congregation to the CCM Committee. A majority of members on this committee shall be lay persons chosen by the LMS-USA Synod Convention. Clergy members serving on this committee shall be chosen by the LMS-USA Ministerium. When recommended by the committee on congregational membership and approved by the LMS-USA Synod Convention representatives of the respective congregation shall be be received as an associate member and at the end of one year, and upon indication that the congregation is in agreement with the LMS-USA Subscriptional position, this congregation shall be invited, or may apply, to subscribe as a full member of the LMS-USA.

1. There shall be three classifications of congregational membership:

a. Provisional membership (or observer status) granted with initial application for membership;

b. Associate membership (as discussed in VI. A.2.);

c. Subscriptional Voting membership. All original members of this organization shall be deemed to be subscriptional congregations.

IV. All future Doctrinal statements of this Lutheran Ministerium and Synod - USA shall become part of this Confession of Faith only upon achieving consensus in Light of Scripture and the Lutheran Confessions by the member congregations and member clergy.

A. It shall be the practice of this Lutheran Ministerium and Synod -USA to submit all initial Doctrinal statements of consensus to sister Lutheran Church bodies for their reaction and advisement concerning further areas of reflection before any incorporation into the Confession of Faith of the LMS-USA of a Consensus Doctrinal statement takes place.

V. Synod Congregations and Ministerium Pastors shall subscribe to the following organizational principles which shall govern this Ministerium and Synod:

A. According to the Word of God, we hold that the Congregation is the right form of the kingdom of God on earth. No organization, committee, commission, officer, or grouping within this Synod and Ministerium shall supersede the Congregation. All organization beyond the Congregation level shall exist in an advisory capacity relative to life in the member congregations of this Ministerium and Synod.

B. Only in matters of relating to achieved Doctrinal and Confessional Consensus or matters of flagrant violation of Biblical Ethics shall the officers, committees, organizations, commissions, and groupings of this Synod and Ministerium be empowered to take action beyond an advisory nature in regard to disciplinary action or the removal of a member congregation(s)/Pastor(s) from the respective roster of the LMS-USA. In all such cases the two committees relating to membership and doctrinal examination, namely the committee relating to membership on the Clergy Roster and the committee relating to Congregational Membership shall combine and serve as the Board of LMS-USA Adjudication and Discipline with all findings and recommended decisions submitted to the LMS Synod Convention for final approval.

1. In any such case the guidance set forth by Our Lord and Savior, Christ Jesus in Matthew 18:15-17 shall prevail. No charge against any member of this Ministerium and Synod shall be considered or acted upon unless the procedures set forth by Our Savior have been adhered to. No charge shall be considered prior to the implementation of these Matthew 18:15-17 procedures and from the very onset the accused (congregation or Pastor) shall be apprised of any and all charges and of the person or persons making the accusation. All shall be presumed innocent unless found to be guilty.

C. The congregation and pastors of this Synod and Ministerium may delegate to respective entities or officers of the LMS-USA in duly called Synod Convention meeting, the various duties and responsibilities which can best be enacted beyond the congregational level. However the principle of consensus in light of Scripture and the Lutheran Confessions shall be the goal here as well as elsewhere. Any action concerning disciplinary action or removal of a member congregation(s) / pastor(s) shall require a 3/4 vote of those represented at the Synod Convention. Any other matter not concerning doctrine shall require a simple majority vote. All actions and deliberations of the various entities of this Ministerium and Synod shall be published to the congregations and pastors of the Ministerium and Synod. Congregations and pastors shall have the right to express a vote of "NO" to any action taken by the various Ministerium and Synod entities and expressions within 60 days following the mailing of the published account of any action or decision. Should 1/10th of either the Pastors or 1/10th of the congregations of this Ministerium and Synod cast a vote of "NO" in regard to a particular action, implementation of that respective action or decision in question shall cease and the matter shall be placed upon the agenda for discussion at the next duly scheduled Synod Convention. At such a time implementation shall be resumed only upon the achievement of a prayerful consensus (unanimous) and subscription by all of the member congregations and Pastors represented.

VI. The Conventions of the LMS-USA shall consist of the member pastors and one lay delegate from each of the LMS-USA congregations. The guiding principle of consensus in light of Scripture and the Lutheran Confessions among the member pastors and congregations obviates the need for representational formulas.

A. The LMS-USA shall plan an Annual Theological Conference and as part of these conferences the LMS-USA Synod shall meet in annual convention to consider appropriate business delegated to it by the congregations and pastors of the LMS-USA.

1. Provisional pastors, seminarians, and congregations shall be entitled to observer status at the conventions of the LMS-USA and shall be entitled to all other rights and privileges of other member congregations and member Pastors.

2. Congregations pastors and/or seminarians desiring to join with the LMS-USA shall be directed to the appropriate committee of this body in order to be appraised of those foundational areas that have already achieved consensus among the LMS -USA congregations and pastors. Upon review of these doctrinal statements and upon indication that the congregations and/or pastor has a desire to pursue membership in the LMS-USA, the respective committee may recommend that the applying congregation and/or pastor be received as Associate Members of the LMS-USA. After time for further study of the adopted foundational positions of the LMS-USA by associate member congregations and provisional member pastors as well as interaction between these and the respective committees of the LMS-USA and upon indication by the respective associate member congregation and/or pastor that they are in total agreement with these foundation doctrines and consensus understandings of this church body the respective LMS-USA committee may then act to recommend a congregation and/or pastor to the LMS-USA convention for approval to the respective subscriptional roster voting membership of the LMS-USA. Given the approval by the LMS-USA Synod Convention the associate member congregation through an official representative and/or the associate member Pastor shall be invited to subscribe the foundational documents of the LMS-USA as a voting member of the LMS-USA.

a. Congregations and/or pastors unable to fully subscribe to foundational positions of the LMS-USA may continue as associate membership in the LMS-USA. All LMS associates, members shall be entitled to participate in LMS programs and benefits but shall not be eligible to vote.

b. Mission congregations organized by the LMS-USA at the time of adoption of their constitution shall be received as a subscriptional members.

VII. The Ministerium of the LMS-USA shall strive to meet annually. The Annual Meeting of the Ministerium of the LMS-USA shall be held at a time separate from the annual LMS-USA Convention /Conference meeting. The Ministerium may meet in session during the time of the Convention / Conference gatherings and at other times as called by the officers or at the request of 1/10th of the members of the Ministerium.

A. The Ministerium shall be responsible for selecting and planning the theological focus of the Annual Conferences of the LMS-USA. Selected focus shall be approved by the LMS-USA Synod Convention.

B. The Ministerium shall choose from the Clergy Roster of the LMS-USA one of its number to serve as the Chairman of the Ministerium.

1. The Chairman serves for a term of three years and may be re-elected without limit.

2. The duties of the Chairman shall be:

a. Confessor to pastors of the LMS-USA;

b. Advisor to congregations seeking a pastor and to pastors seeking a call to a congregation;

c. Chairman of meetings of the Ministerium;

d. Chief Ordaining and Installing Officer of the LMS-USA;

e. Advisor and Counselor to congregations and pastors caught up in conflict situations;

f. Chief spokesperson (in consultation and consensus with the Vice Chairman of the Ministerium, and Chairman of the Synod) of the LMS-USA to the wider Christian Community and to the Secular Community;

g. Principal contact person for those pastors and congregations desiring further information concerning the LMS-USA.

C. The Ministerium shall annually choose from the official Clergy Roster of the LMS-USA one of its number to serve as Vice Chairman of the Ministerium for a term of one year and for the purpose of sharing the duties of the Ministerium Chairman.

D. The Ministerium shall annually choose from among its number a secretary. The Secretary shall be responsible for minuting all actions by the Ministerium and together with the Secretary of the Synod shall see that all such are published to the pastors and congregations of the LMS-USA.

1. The Secretary of the Ministerium together with the Secretary of the Synod shall be the consulting editors of all official publications of the LMS-USA.

E. The Ministerium may form special Committees to have oversight of areas of spiritual and doctrinal concern within the life of the LMS-USA. Such committees shall have a clear stipulation of the purpose as well as tasks and shall be approved by the Synod Convention as well as by the Ministerium.

F. The Ministerium shall investigate and make recommendations of proposed special ministry and mission appeals to the Synod that are deemed worthy of LMS-USA support. Upon Synod Convention approval the congregations will be invited to support such ministries.

VIII. At the Annual Synod /Conference meeting of the LMS-USA the Synod Convention shall elect a chairman from the membership of the LMS-USA (either a pastor or a lay leader) who shall preside over the Synod meetings to be held in the year following the ending of the Annual Meeting. The Synod Chairman shall not be one of the elected officers of the Ministerium.

A. Synod Chairman Chairman shall serve a one year term of office and may be re-elected without limit to number of terms in office.

B. The duties of the Convention Synod Chairman shall be:

1. To preside at all Synod Conferences and Conventions of the LMS-USA during the period of his term of office;

2. To preside at any special executive meetings of the LMS-USA during the course of the term of office;

C. The Synod Convention shall elect from its number persons (lay or clergy) to serve a one year term of office in the following offices. These shall be eligible for election without limit of terms. The LMS Synod Officers together with the Officers of the Ministerium shall comprise the Executive Committee of the LMS-USA. The LMS-USA Synod Officers shall be:

1. The Office of Treasurer of LMS-USA;

2. The Office of Secretary of LMS-USA;

a. Duties of the Secretary shall be the responsibility for minuting all actions by the Synod and distributing said minutes to the pastors and congregations of the LMS-USA.

b. The Secretary of the Synod, together with the Secretary of the Ministerium, shall be consulting editors of all official publications of the LMS-USA.

c. The Secretary of the Synod and the Secretary of the Ministerium shall maintain the Roster of Pastors and Congregations of the LMS-USA.

D. The Synod Convention may form special committees to have oversight of areas relating to property and assets of the LMS within the life of the LMS-USA. Such committees shall have a clear stipulation of purpose as well as tasks.

E. Limiting Liability of Trustees and Officers: Indemnification.

1. As permitted under the Pennsylvania Directors Liability Act. 42, PA. Con. Stat. ann. #8363, an officer or voting delegate / pastor as a director of this corporation shall have all of the protection afforded under said Act and shall have a fiduciary relationship to this corporation and shall perform their duties as directors including the directorS duties as a member of any committee of the Ministerium or of the LMS Synod committee upon which the pastor or Synod Committee member may serve, in good faith, in a manner the pastor or Synod committee member reasonably believes to be in the best interest of this corporation and which sure care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing a Pastors and Synod committee memberS duties,. Pastor or Synod Committee members shall be entitled to rely in good faith on information, opinions, reports of statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

a. One or more officers or employees of this Corporation whom the pastor or Synod Committee member reasonably believes to be reliable and competent in the matters presented;

b. Counsel, public accountants, or other persons as to matters which the pastor or Synod Committee member reasonably believes to be within the professional or expert competence of such persons;

c. A committee of the board of the Ministerium and/or of the LMS-USA Synod Committee upon which he does not serve, duly designated in accordance with the law, as to matters within its designated authority, which committee the pastor or the Synod Committee member reasonably believers to merit confidence;

d. An LMS Pastor or LMS-USA Synod Committee member shall not be considered to be acting in good faith if the pastor or Synod Committee member has knowledge concerning the matter in question that would cause the pastorS or the LMS-USA Committee memberS reliance to be unwarranted.

2. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interest of this corporation.

3. A pastor or an LMS-USA Synod Committee member of this corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

a. The pastor or LMS-USA Synod Committee member has breached or failed to perform the duties of his office under Section A. of this Article; and

b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

4. The provision of Section C of this Article here to shall not apply to:

a. The responsibility or liability of a pastor or LMS-USA Synod Committee member pursuant to any criminal statue; or,

b. The liability of a pastor or LMS-USA Synod Committee member for the payment of taxes pursuant to local, state or federal law.

5. The rights, responsibilities and standard of care relating to a pastor or Synod Committee member of this Corporation as delineated in Sections A through D of this Article shall also apply and be required of an officer of this Corporation. If, however, a court of competent jurisdiction declares such rights, responsibilities and standard of care found in Sections A through D of this Article, inapplicable to an officer of this Corporation, then in that event, an officer shall be required to act in good faith and in a manner the pastor or LMS-USA Synod Committee member reasonably believes to be in, or not opposed to, the best interests of the Corporation. In this regard any criminal action or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the officer did not act in good faith and in a manner which the pastor or LMS-USA Synod Committee member reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that the PastorS or Synod Committee memberS conduct was unlawful.

6. Any Pastor or Synod Committee member, officer, employee or agent of the Corporation who was or is a party to, or is called as a witness in connection with any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that said individual is or was a Pastor, Synod Committee member, officer, employee or agent of the Corporation, may be indemnified by the Corporation against expenses, including attorneyS fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with said action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Means of indemnification shall be in accordance with all applicable law including, but not limited to, 42 PA Con. Stat. Ann. #8363 et seq., known as the DirectorS Liability Act of Pennsylvania.

IX. Amendments and Bylaws to this Constitution.

Because of the organizational principles of COnsensus in the light of Scripture and in light of the Lutheran Confessions which is foundational for this Church body, amendments and bylaws may be proposed at any meeting of the Ministerium and/or Synod Committee but shall be deemed adopted only when an amendment or bylaw has achieved the unanimous approval of the LMS Synod Convention. Once an Amendment has achieved such consensus, the amendment or bylaw in question shall then be sent to each congregation for reflection and prayer. Any congregations having concerns over the proposed amendment are requested to submit a vote of NO that explains the reason(s) for the vote within a 60 day period from the date of the mailing of the notice. If 1/10 of the congregations submit a vote of NO within that time period the amendment or bylaw shall be deemed not to be enacted. Otherwise it shall be declared an official part of the LMS-USA Constitution.

X. In the Event of the dissolution of the LMS-USA any assets or property which may be held in the name of the LMS-USA or any of its entities shall be distributed to a Conservative Confessional Lutheran Church body as directed by the Officer and Synod Committee members at the time of such dissolution.

Addendum

Synod Convention Voting

Each Subscriptional Congregation has one lay vote.

Each Subscription Pastor with a recognized call has one vote at the Synod Convention.

However, if a Subscriptional Congregation has more than one Subscriptional Pastor under call, the congregation has only one pastoral vote.