But now we have a surprising new question: Who do you believe? The district president in 2007, or in 2009, or in 2012?
First we have the "Restated and Amended Articles of Incorporation" from 2007, which the district president swears are valid. Here is Article III, Section 2 "Meetings", subsection a"
Section 2. Meetings a.
The regular meetings of this corporation, called District Convention, shall be held in the year in which the general convention of THE LUTHERAN CHURCH-MISSOURI SYNOD is held.
You can see a .pdf of the original here (see page 7, page 6 of the Articles themselves):
Secondly we have the same section from the district handbook from 2009, which the district president also claims is valid:
Section 2. Meetings
a) The regular meetings of this corporation, called District Convention, shall be held in the year preceding the year in which the general convention of THE LUTHERAN CHURCH—MISSOURI SYNOD is held.
Here is a .pdf copy of the original (see page 9 of the .pdf, page 5 of the articles section):
So, great; which is it? Are the regular meetings "in the year" or "in the year preceding" the "general convention" of the LCMS?
Well, according to the district president, the answer is "yes". Or "both". It's hard to tell.
Now we come to 2012. Here's what the district president swears to in his May 7, 2012 affidavit to the Fourth District court, on page 9 (Number 36):
At the 2006 Convention, further amendments were made to the District's Articles of Incorporation and properly approved at the Convention. However, prior to filing the 2006 amendments with the Secretary of State, the District discovered that some prior amended articles had not yet been filed with the Secretary of State. As a result of that discovery, the District engaged in a review process to ensure that all amendments that had been voted on and approved at previous conventions were accounted for and filed with the Secretary o f State along with the 2006 amendments.We've posted a .pdf of the district president's May 7, 2012 affidavit here:
The district president continues his affidavit with numbers 39 and 40 on page 10:
39. 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.
40. Every provision in the 2007 Amended and Restated Articles of Incorporation that were filed with the Secretary of State had been properly approved by previous Conventions.
So who do you believe? The district president in 2007 filing the "amended and restated articles", or the same district president in 2009 in the Handbook for the District?
According to the May 7 affidavit by the district president, the Handbook applies. And the amendments which the district presiden filed on his own (and invalid) authority in 2007:
37. This is consistent with the District's Handbook which incorporates the District's Articles of Incorporation into the materials provided after each convention. The District holds a Convention every 2-3 years. After every Convention, the District publishes a handbook and distributes a printed copy of the handbook to every congregation. Each handbook includes a copy of the most recent updated Articles of Incorporation and would include the changes to the articles made at the previous Convention.
38. After the 1974 Amendments, every subsequent Handbook distributed to the congregations included the updated language that granted the Board authority to sell the Property.Which is either confusing, or also demonstrably false (this may be a false dichotomy: it's both!) as we have posted earlier on this blog. The 1974 Convention Manual proposed deleting the article reserving the right to sell ULC to the voting members, but the 1974 Convention Proceedings are ambiguous, as to what the convention actually did with the proposed deletion. And, in either event, the presiding officer failed to certify and the secretary of the corporation failed to verify, and all of them failed to file the change with the Minnesota Secretary of State.
So in 2012 the district president claims that both the 2009 Handbook and his filing for record with the Secretary of State in 2007 are valid, correct, and proper. But the 2007 and 2009 documents contradict each other in at least one Article.
So who do you believe? The President of the Minnesota South District in 2007, or in 2009, or in 2012?
We pick "None of the Above".
It's time to stop hiding mistakes. It's time for the officers and the directors of the Minnesota South District of the Lutheran Church Missouri Synod to admit that their correct, true and valid Articles of Incorporation date from 1966. It's time for them to admit that what happened in 2007, 2009 and 2012 were illegitimate attempts to create an authority to sell that they do not have. And it's time for them to admit that it was wrong for them to deny the decision to sell the campus ministry at ULC to their voting members meeting in convention.
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