Thursday, June 14, 2012

It's Recission Time! The "Do Over" Bylaw.

We have examined in an earlier post the curious case of the conflicting sets of Articles of Incorporation filed by the president of the Minnesota South District of the Lutheran Church Missouri Synod here:

The good news is that there is a way to correct errors such as these, and that method is contained in the corporations own bylaws.  Here is the "Do Over" Bylaw:

4.2.17  Execution of District Resolutions

Any district resolution not carried out by the District or the officers responsible for its execution shall be reported to the next convention of the District for re-affirmation or rescission.

You can see a .pdf copy here, on page 21:

So what is "recission"?  This being the internet, we have a handy definition from Wikipedia:

In contract lawrescission has been defined as the unmaking of a contract between parties.  Rescission is the unwinding of a transaction. This is done to bring the parties, as far as possible, back to the position in which they were before they entered into a contract (the status quo ante).

This means that each convention can literally have a "do over" if a previous resolution has not been carried out.  The convention must be informed, and must decide to affirm or reverse (recission) what they have done.

The president of the district's sworn affidavit claims that he filed 40 years of convention resolutions that were never executed by the District of its officers:

In 2007, the District properly filed with the Minnesota Secretary of State the District's Amended and Restated Articles of Incorporation. Attached hereto as Exhibit W is a true and correct copy of a December 31, 2007, letter from the District's counsel enclosing the Amended and Restated Articles of Incorporation with a Department of State date stamp of December 26, 2007.
That is from page 10, number 39, and the .pdf is posted here:

Instead of presenting decades of convention resolutions which had not been executed to the convention in 2009, the president filed them himself, and failed to report even that action to the voting members in 2009.  He violated bylaw 4.2.17 by not allowing his convention their duty to re-affirm or recise their past resolutions which had not been executed.

The convention meeting now in 2012 should demand this bylaw be followed, and they be given a "do over" to correct the egregious errors committed by their officers and directors.  It's recission time.

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