Articles of Incorporation and Bylaws of Concordia Historical Institute

Department of Archives and History The Lutheran Church--Missouri Synod

St. Louis, Missouri 63105

Revised November 1985

Articles of Amendment to the Articles of Incorporation of a General Not-for-Profit Corporation

To the Honorable Roy D. Blunt
Secretary of State
Jefferson City, Missouri 65101

The undersigned Corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of the "General Not-For-Profit Corporation Law" of the State of Missouri, hereby makes and executes the following Articles of Amendment:

  1. The name of this Corporation is CONCORDIA HISTORICAL INSTITUTE.
  2. There are some members having voting rights with respect to amendments.
  3. At a meeting of members at which a quorum was present, held on November 13, 1985, same receiving at least two thirds (2/3) of the votes entitled to be cast by the members of the Corporation present or represented by proxy at such meeting, the Articles of Incorporation of the Corporation were amended so as to read in their entirety as follows:

ARTICLES OF INCORPORATION

ARTICLE I: Name, Registered Office and Agent, and Duration

  1. The name of the Corporation is: CONCORDIA HISTORICAL INSTITUTE
  2. The address of its initial Registered Office in the State of Missouri is 801 DeMun Avenue, in the County of St. Louis, Missouri 63105, and the name of is initial Registered Agent at said address is August R. Suelflow.
  3. The Corporation shall have perpetual existence.

ARTICLE II: Purpose

This Corporation is formed for the purpose of carrying on educational functions of The Lutheran Church--Missouri Synod and in so doing is organized:

  1. To cultivate a more general interest in the history of Lutheranism in America, particularly of the Lutheran Church--Missouri Synod;
  2. To stimulate historical research and to publish its results;
  3. To collect and preserve articles of historical value;
  4. To serve as the official Department of Archives and History of the Lutheran Church--Missouri Synod;
  5. To serve as a general advisory and correlating agency for the historical interests within The Lutheran Church-
  6. Missouri Synod, including significant Lutheran and synodical anniversaries;
  7. To serve as the official depository for such other groups as designate the Corporation as their depository; and
  8. To do any and all things of every character and kind that may from time to time be necessary in the proper management and administration of the affairs of the Corporation including, but not by way of limitation, the holding, purchase, lease, sale, exchange, and receipt of property, real and personal; provided, however, that all such acts, powers, and purposes shall be within the limitations imposed by Section 501[c](3) of the Internal Revenue Code of 1954, as presently or hereinafter amended.

ARTICLE III: Affiliation with The Lutheran Church--Missouri Synod

  1. This Corporation is an agency of The Lutheran Church--Missouri Synod and shall be subject to the Constitution and Bylaws of The Lutheran Church--Missouri Synod. Nothing contained in these Articles of Incorporation or the Bylaws of said Corporation shall be inconsistent with the Constitution and Bylaws of The Lutheran Church--Missouri Synod (to which they shall be subordinate and which shall prevail in the event of any conflict); and the Board of Governors of the Corporation, its officers, employees, agents, and all of its activities shall be subject to the duly enacted Bylaws of The Lutheran Church--Missouri Synod and resolutions duly enacted by The Lutheran Church--Missouri Synod, assembled in convention, to the same extent as if all of those individuals and activities were directly those of The Lutheran Church--Missouri Synod.
  2. As the official department of The Lutheran Church--Missouri Synod, the Institute shall accept, pursuant to the terms of the synodical Handbook, the following records and historical materials:
    1. The President, Vice-Presidents, Secretary, and Treasurer; the Board of Directors and its officers and staff; the Council of Presidents; and all other synodical boards, commissions, committees, and other entities related to the Synod shall transfer correspondence, records, minutes, reports, and other files from their respective offices to the archives when they are no longer of current operational value.
    2. Such minutes, files, records, and reports shall ordinarily be transferred to the archives at the expiration of not more than 15 years after their creation unless such records are still currently being used by the officer or board. If the latter is the case, this shall be reported to the archives.
    3. Temporary committees, task forces, and other entities serving the Synod shall immediately on their dissolution transfer to the archives all of their files containing the correspondence, records, minutes, and reports relating to their work.
    4. Copies of official documents of the Districts, such as articles of incorporation, constitutions, bylaws, convention proceedings, and other official publications, shall be filed in the archives of the Synod. Each District shall also establish the office of "Archivist-Histori`n" and pattern the responsibilities of the office after those of the synodical archives and encourage this officer to work in close relationship with the synodical archives.
    5. Institutions, organizations, and agencies related to the Synod or to any of its structure or work that are disbanding permanently are urged to transfer their files, correspondence, records, reports, and other historical materials to the archives.
    6. All auxiliary agencies and interchurch councils and structures related to the Synod or in which the Synod holds membership shall file copies of all official documents, including articles of incorporation, constitutions, bylaws, convention proceedings, official publications, minutes, and other materials, with the archives on a regular basis.
    7. Synodical colleges and seminaries shall establish departments of archives and history for the preservation of their records and shall transfer bylaws, handbooks, minutes, and official publications to the archives of the Synod. The job description of the college or seminary archivist shall be patterned after that of the synodical archivist; such archivist shall also be directed to work in close cooperation with the synodical archives.
    8. Congregations permanently disbanding (not merging) are urged to transfer all of their records, such as registers of official acts, minutes, and other historical materials, to the archives.

ARTICLE IV: Authority

This Corporation shall have and may exercise all powers and rights conferred upon corporations organized and existing under the Missouri Not-For-Profit Corporation law and any additional powers and rights conferred upon such corporations by subsequent legislative acts, subject only to the following:

  1. No substantial portion of the activities of the Corporation shall include the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements).
  2. The Corporation is not organized and shall not be conducted for pecuniary profit, and no part of its funds, however, acquired, shall inure to the benefit of, or be distributed to, its members, directors, or other individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
  3. The Corporation shall not carry on any other activity not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501[c](3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (ii) by a corporation contributions to which are deductible under Section 170[c] of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE V: Membership and Voting

Any communicant member of a congregation which (i) holds membership in The Lutheran Church--Missouri Synod or (ii) is in altar and pulpit fellowship with The Lutheran Church--Missouri Synod shall be eligible to hold voting membership in the Corporation and shall maintain his or her membership in good standing by the payment of dues. Each member in good standing at the time of the biennial or special meeting of the Corporation shall be entitled to one vote on all matters coming before such meeting of the members of the Corporation.

ARTICLE VI: Board of Governors

The management of the affairs of the Corporation shall be vested in a Board of Governors of such number and constituted in such manner and for terms of such length and number as shall be set forth in the Bylaws of the Corporation provided, however, that the number and manner in which such Board of Governors is constituted shall not be inconsistent with the Constitution and Bylaws of The Lutheran Church--Missouri Synod. The Board of Governors presently consists of eleven Governors.

ARTICLE VII: Bylaws

Bylaws of the Corporation, consistent with these Articles and with the Constitution and Bylaws of The Lutheran Church--Missouri Synod, shall be established and adopted by the members and may be amended by the members in the manner hereinafter set out in these Articles of Incorporation.

ARTICLE VIII: Distribution on Dissolution

Upon dissolution and liquidation of the Corporation, all assets of the Corporation remaining after all liabilities and obligations of the Corporation have been paid, satisfied, and discharged or adequate provisions have been made therefore, shall be transferred, conveyed, and distributed to The Lutheran Church--Missouri Synod or its corporate successor(s), provided that if on the date of such proposed distribution The Lutheran Church--Missouri Synod or its corporate successor(s) shall no longer be in existence or shall not qualify under Section 501[c](3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), the assets of this Corporation, upon its dissolution and liquidation, shall be transferred, conveyed, and distributed to such other not-for-profit organizations as may be specified in or provided for under the plan of distribution adopted by the Corporation, provided, however, that in any event each such distributee organization shall be exempt under the provisions of Section 501[c](3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE IX: Amendments

Upon recommendation of the Board of Governors of the Institute, these Articles of Incorporation or the Bylaws of the Corporation may be amended by a resolution approving the proposed amendment adopted by at least a 2/3 majority of the members present at a duly called and convened meeting of the members of the Corporation, provided that due notice of the proposed changes has been given to all members. Such changes shall, prior to approval by the members, have previously been reviewed and approved by the Board of Directors of The Lutheran Church--Missouri Synod and the Commission on Constitutional Matters of the Lutheran Church--Missouri Synod.

IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles of Amendments to be executed in its name by its President and Secretary this 13th day of November, 1985.

CONCORDIA HISTORICAL INSTITUTE
By: Harold A. Olsen, President
By: Gerald P. Birkmann, Secretary

[SEAL]

STATE OF MISSOURI
CITY OF CLAYTON

I, Lennis M. Harrison, a notary public, do hereby certify that on the 27th day of February, 1986, Harold A. Olsen and Gerald P. Birkmann personally appeared before me and, being first sworn by me, severally acknowledged that they signed and sealed as their free act and deed the foregoing document in the respective capacities therein set forth and declared that the statements contained therein are true to their best knowledge and belief.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year written above.

Lennis M. Harrison
Notary Public

My commission expires Oct. 21, 1989

BYLAWS

ARTICLE I: Officers

  1. The affairs of the Institute shall be supervised by a Board of Governors consisting of eleven members. Five members, at least two of whom shall be on the clergy roster of the Synod, shall be appointed by the President of The Lutheran Church--Missouri Synod after consultation with the Vice-Presidents; five members shall be elected by the membership of the Institute at its biennial meeting. The Secretary of the Synod shall be the eleventh member. The members of the Board shall serve a maximum of two six-year terms in such a way that the terms of half of its members shall alternate with the terms of the other half.
  2. The Board shall elect the officers of the Institute from its midst, consisting of a president, a vice-president, a secretary, and a treasurer.
  3. The four officers shall constitute an Executive Committee together with the Director as an advisory member.
  4. The Executive Committee may be employed by the Board to act in times of emergency between plenary meetings of the Board and to act on delegated assignments. The Executive Committee may not perform acts specifically required by statute or by synodical legislation to be performed by the Board, nor may it overturn operations of the Board. All Executive Committee actions shall be ratified in plenary sessions of the Board. The Board may also delegate a specific assignment for a limited time to a committee composed of its own members.

ARTICLE II: Meetings

  1. For the purpose of elections and for the transaction of all necessary business, the Institute shall meet biennially. Absent members may vote by proxy.
  2. The Board of Governors shall designate the time and place of the biennial meeting.
  3. Reports shall be made to the biennial meeting by the President, the Director, and Treasurer.
  4. Extra meetings of the Institute shall be called by the president if requested by a majority of the Board of Governors.

ARTICLE III: Elections

  1. The Board of Governors shall appoint a nominating committee of three members which shall nominate a list of candidates in excess of the number of vacancies to be filled.
  2. The nominating committee shall present a list of candidates to the biennial meeting of the Institute for election to the Board of Governors.
  3. All elections shall be by ballot.

ARTICLE IV: Duties and Privileges of Members

  1. The members of this Institute shall advance its objects by attending its meetings and taking part in the discussions, by participating in the election of officers, by contributing to and reading its publications, by increasing its membership, by sustaining its work, by the payment of dues, and by adding, if possible, to its historical collections.
  2. Only active, sustaining, patron, and life members shall have the right to vote and hold office.

ARTICLE V: Membership and Dues

  1. The Board of Governors shall establish dues for the various memberships (Active, Sustaining, Patron, and Life) on a biennial basis and report changes to the biennial membership meeting for ratification.
  2. Dues shall be payable in advance and shall include the annual subscription price of the QUARTERLY. If possible, dues and subscription prices shall be fixed high enough to allow the QUARTERLY to be self-sustaining.

ARTICLE VI: Associates

Organizations may contribute and become associates of the Institute by minimum annual payments in the amount set by the Board of Governors.

ARTICLE VII: The Duties of Officers

  1. The Duties of the Board of Governors:
    1. It shall appoint a Director of the Institute, subject to the approval of the President of The Lutheran Church--Missouri Synod and such other procedures as the Synod may provide. The Director shall have charge of the archives, the library, the museum, and all other property of the Institute.
    2. It shall cause suitable catalogs and inventories of the Institute's property to be made and have all books, papers, manuscripts, and historical material properly classified, numbered, and arranged for security and convenient reference.
    3. It shall provide for the development and growth of the museum and library by such purchases and acquisition as it may deem proper and accept donations and loans of historical materials on behalf of The Lutheran Church--Missouri Synod.
    4. It shall cause a record to be kept of all such donations and loans; how received, the name and residence of the donor, with a full description of the books, pictures, manuscripts, pamphlets, antiquities, or relics presented, and acknowledgment of the same to be made to the donors and reported to the Institute, and employ the necessary assistance to carry out this work.
    5. It shall facilitate the achievement of the purposes for which the Department of Archives and History is maintained and shall safeguard the financial interests of The Lutheran Church--Missouri Synod in this area.
    6. It shall publish reports of the work of the Institute and render a report at every regular meeting of the Institute.
    7. It shall meet whenever necessary at the call of the President or upon request of any three members of the Board, but not less than twice annually. A majority of the Board shall constitute a quorum.
    8. Vacancies among those appointed by the President shall be filled by the President. Vacancies among those elected by the membership of the Institute shall be filled by appointment by the Board of Governors.
    9. It shall have authority to appoint advisory members.
    10. It shall annually submit a budget to the Board of Directors of Synod for recommendation and for referral to the Work Program Conference.
  2. The Duties of the Executive Committee:
    1. It shall report annually to the Board of Governors a budget of expenses for the operation of the Institute.
    2. It shall have the direct supervision over the Director of the Institute or any other persons entrusted with either special or regular tasks for carrying on or advancing the work of the Institute.
    3. It shall meet regularly, but not less often than once every three months.
  3. The Duties of the President:
  4. The Duties of the Treasurer:
    1. The Treasurer shall have charge of the financial affairs of the Institute, subject in all matters relative thereto to the control of the Board of Governors and as otherwise provided in these bylaws. He is authorized to receive and receipt for, and upon vouchers duly authorized by the President and Director, make disbursments from, all funds of the Institute. All funds shall forthwith be deposited by him with the trust company or bank designated by the Board of Governors. He shall keep, or cause to be kept, regular and faithful accounts of all moneys thus received or disbursed.
    2. The Treasurer shall be placed under suitable bond, the premiums being paid by the Institute.
  5. The Duties of the Secretary:
  6. The President, Vice-President, Secretary, and Treasurer shall receive no salary or compensation for theit services.

ARTICLE VIII: The Duties of the Director

  1. The Director is the chief executive officer of the Concordia Historical Institute, and he shall have direct charge of and be responsible for the library, archives, museum, and all tangible property of the Institute; he shall be responsible to the Board and serve the Board in an advisory capacity.
  2. The Director shall supervise the work of the staff. Such staff shall be engaged and dismissed, as appropriate, according to the applicable Synod bylaws.
  3. He shall be on the lookout for historical documents relative to the history of Christianity, particularly of the Lutheran Church (especially of the Missouri Synod), and shall negotiate for their transfer or loan to the Institute.
  4. The Director shall supervise the archives of the Institute, classifying and cataloging all manuscript records, also maps, photographs, and other pictures pertaining to the history of Christianity and particularly to the Lutheran Church.
  5. He shall properly arrange and label the historical exhibits owned by or lent to the Institute.
  6. He shall with the consent of the Executive Committee draw up rules and regulations for the admission of the public or of interested visitors and researchers to the facilities of the Institute.
  7. He shall report to the Executive Committee at its quarterly meetings and submit a detailed written report once a year to the Board of Governors and a condensed report to the biennial meeting of the Institute.
  8. He shall collect all dues of members and pay the same over to the Treasurer, and in the proper books of the Institute shall keep accurate and faithful account with the members and all others from whom money may be due to the Institute.
  9. He shall attend all regular meetings of the Board of Governors.

ARTICLE IX: CONCORDIA HISTORICAL INSTITUTE QUARTERLY

  1. The Board of Governors of Concordia Historical Institute shall establish the general policies for editing and publishing the Concordia Historical Institute Quarterly. (This includes the selection of the printer as well as the type and amount of advertising to be solicited.)
  2. The Board of Governors of the Institute shall appoint the Editor-in-chief for the Concordia Historical Institute Quarterly for a four-year term subject to reappointment by the Board under the terms of the prior notice policy of The Lutheran Church--Missouri Synod.
  3. The Editor-in-chief shall solicit and receive manuscripts for publication in the Quarterly; he shall be responsible for the general content and makeup of the journal.
  4. The Director of Concordia Historical Institute shall serve as Managing Editor of the Journal and be responsible for all financial transactions in conjunction with the journal, including soliciting subscriptions, and for its mailing.
  5. The Board of Governors shall appoint up to three Associate Editors for four-year terms, who shall assist the Editor-in-chief in the production of the journal.
  6. The Board of Governors shall appoint an editorial committee of up to seven members for a term of two years, who shall review and evaluate the journal periodically and make suggestions to the Editor-in-chief.

ARTICLE X: Audits

The financial books of the Institute shall be audited by the synodical Auditor, who shall report to the Board of Governors in accord with synodical regulations.

ARTICLE XI: Fiscal year of the Institute

The fiscal year of the Institute shall begin on 1 July and end on 30 June.

ARTICLE XII: The Founding of Chapters

  1. A group desiring to form a chapter shall secure the consent of the Board of Governors of Concordia Historical Institute.
  2. The Constitution and Bylaws of Concordia Historical Institute shall be an integral part of the Constitution and Bylaws of each chapter, in addition to such provisions as each chapter may desire to add which are not in conflict with the Constitution and Bylaws of Concordia Historical Institute.
  3. Resolutions enacted and action taken by the chapters shall always be subject to review, revision, and rescission by Concordia Historical Institute and by its Board of Governors.
  4. The chapters shall retain full control of all exhibits, documents, and other articles of historical interest acquired by them. In the event that the chapter shall at any time terminate or cease to exist and function, title to all its assets shall be transferred to Concordia Historical Institute. Such distribution of assets shall be determined at that time by the committee on dissolution.
  5. Each chapter shall elect its own officers and shall formulate its own policies, provided that the latter do not conflict with the purposes of Concordia Historical Institute.
  6. The dues payable by each member of a chapter shall be those stipulated in Article V of the Bylaws of Concordia Historical Institute, in addition to such further dues or assessments as each chapter may resolve to levy upon its members. The dues stipulated in Article V of the Bylaws of Concordia Historical Institute shall be payable to the Director of the Institute. Such further dues or assessments as may be levied by the chapter shall be collected and retained by the chapter.
  7. Each member of a chapter shall receive, free of charge, the official publication of Concordia Historical Institute for the period of his membership.
  8. A Charter, suitably imprinted, shall be furnished each chapter after the Constitution and Bylaws of the chapter have been submitted to and approved by the Board of Governors of Concordia Historical Institute.

ARTICLE XIII: Amendments

Upon recommendation of the Board of Governors these Bylaws may be amended by a majority of the members present at any regular meeting, provided that due notice of proposed changes has previously been given to all members and the Bylaws are consistent with the Constitution and Bylaws of The Lutheran Church--Missouri Synod.

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