President Harrison comments on ULC

Found on the Witness, Mercy, Life Together blog:

Friday, September 30, 2011

Dear Friends in Christ,

In the course of the September meeting of the Council of Presidents, Minnesota North President Don Fondow and I requested of President Lane Seitz a meeting with himself and the Minnesota South District Board of Directors. Of the several concerns raised by the then-impending sale of the University Lutheran Chapel property, President Fondow and I were in agreement that it was unwise to disregard the resolution of the joint pastors’ conference requesting that any decision to sell the property be made at the Minnesota South District Convention. We were seeking to share this and other information directly with the board. President Seitz quickly offered us options for the meeting and was polling his board for an agreeable date. However, President Seitz later informed me that the individual authorized by the Board to sell the property had signed documents to that end at very nearly the same time as President Seitz was working to find an agreeable date for us to meet with the board.

The Life Together which we enjoy is fragile and often fractured. This action makes it even more so. There is no question that the Board had the right to do what it did with the property. Unfortunately, this action is difficult, even impossible to separate from ongoing dissensus in the district about what it means to be Lutheran, very similar to our larger challenges as a Synod. We have a long way to go in this regard. God help us.

I wish to state my hearty thankfulness for ULC. I have met more delightful and engaged Lutherans from this campus ministry around the country than any other. They are occupied in all manner of professions and active in church. We need many more campus ministries just like ULC. The army of clergy and now deaconesses who have come through ULC is astounding.

I would urge that all who are concerned about ULC turn away from judging motives, as difficult as that may be. This action comes as no surprise to anyone close to the situation. It’s time to turn toward ULC’s future, a future I support.

It is also time to have more brotherly conversations around the Word of God and to implore the Lord of the Church to grant greater harmony in what it means to be Lutheran. Together, let us hear and heed the apostolic word: “God is faithful, by whom you were called into the fellowship of his Son, Jesus Christ our Lord. I appeal to you, brothers, by the name of our Lord Jesus Christ, that all of you agree, and that there be no divisions among you, but that you be united in the same mind and the same judgment” (1 Cor. 1:9–10).

Pastor Matthew C. Harrison, President
The Lutheran Church—Missouri Synod

About Pastor Joshua Scheer

Pastor Joshua Scheer is the Senior Pastor of Our Savior Lutheran Church in Cheyenne, Wyoming. He is also the Editor-in-chief of Brothers of John the Steadfast. He oversees all of the work done by Steadfast Lutherans. He is a regular host of Concord Matters on KFUO. Pastor Scheer and his lovely wife Holly (who writes and manages the Katie Luther Sisters) have four children and enjoy living in Wyoming.

Comments

President Harrison comments on ULC — 190 Comments

  1. @T. R. Halvorson #151
    Sorry, I don’t know what you mean.

    My post was based on looking at his website, and noting his intention to include restoration of an old structure into a new development. I was happy to see this, because it seemed to indicate an opening for just the kind of conservation that we would like to see of the Chapel. So I wondered whether anyone who is local might know how that came about–could this be appealed to as the start of your proposed ‘Doran Model of Community Development’–an idea that I think has a lot of merit, BTW.

  2. @Rev. Don Kirchner #155

    Still waiting, T.R.

    So am I. See #129:

    I was wondering if you know where to find the articles of incorporation of The Minnesota District of the Evangelical Lutheran Synod of Missouri, Ohio and Other States, which is the grantee in the deed from Vincent Johnson and John F. Noble, dated June 12, 1946, filed June 26, 1946 at 3:30 o’clock p.m. as Document No. 2377320 and in the deed from John F. Noble and Vincent Johnson dated May 23, 1947, filed May 26, 1947 at 2:30 o’clock p.m. as Document No. 2441778, as those articles stood on the dates of those deeds.

    Are you claiming that:

    1.) Those articles will state that the corporation was formed under the same chapter as the south district’s articles cite?

    2.) Chapter 317 existed in 1903, the earliest date in the link you provided to the Secretary of State’s business search record for the district?

    3.) Chapter 317 existed in 1946 when the original, single district became the grantee in the first deed to the ULC property?

    4.) Chapter 317 existed in 1947 when the original, single district became the grantee in the second deed to the ULC property?

    I guess so, because you say: The Minnesota District was incorporated in 1903 as a Nonprofit Corporation, which would have been under Chapter 317. in # 124.

    Not ruling out that you could be right, but that requires more research considering that the Minnesota State Law Library recently completed its project to mount all the historical statutes online. As you know, Chapter 317 was replaced in 1989 with Chapter 317A. So if we look at the statutes of the last year before the repeal of Chapter 317, we can pick up the history of enactment and amendments of Chapter 317. That would be the statutes of 1988. Help me out: is the resource here https://www.revisor.mn.gov/data/revisor/statute/1988/1988-317.pdf indicating that Chapter 317 was originally enacted in 1951? If not, what was the date of the original enactment of Chapter 317?

  3. @T. R. Halvorson #156

    Well, I’m not going to do your research for you, T. R. You have made a claim about change, and I asked you to prove it. So, the burden is upon you. Show the change, please .In fact, why would any responsible person make such an allegation of change unless they already had the proof thereof?

    As to what you’re asking, look to the Sect’y of State records that I linked to. The Minnesota District filed as a non-profit domestic coropration in 1903, and all filings show that they continued with such a status. By definition, that is a Chapter 317 corporation or a predecessor thereof* rather than a 315 religious association. And, given your purported legal expertise, you already know that, if it were a 315 religious organization, the filing would be with Hennepin County, NOT the Sec’y of State.

    *The date of the enactment of 317 is a red herring, because your statement of change that you specified above that is at issue and that you are responsible for proving is a change from 315 to 317.

    So, again, a responsible person would have the proof of change from a Chapter 315 to a Chapter 317 entity in hand before making the allegation of such change. For a respsonsible person would know or should have known that such allegation of change would result in responses and views such as in #111 and #115 above. And, even if not, a responsible person would have corrected the posters of #111 and #115. You, however, were silent until I asked you about the proof of your allegation of change, then simply diverted, basically asking me if I supported ULC and evading the question.

    Your evasion continues. So, prove it, please.

  4. @Pr. Don Kirchner #157

    But again, all this is your proof that because I talked about a legislative change, therefore I was besmirching the Board of Directors. How do you get from a statement about the Legislature to a statement about the Board?

    And, the answer, I won’t do your research for you, is typical of a person who now sees that the research would be devastating to his or her position. Show me the articles of incorporation. Show me what you claim is the predecessor of Chapter 317.

    Do you have something against ULC? Why has nearly every action you have taken on the topic tended in the direction of the chapel being sold? Why do you resort, for example, to suggestions of criminal fault, as means to that end? Something just isn’t clicking here.

  5. @Pr. Don Kirchner #159

    This began with your allegation that I was besmirching the Board of Directors. You accused me. I am on the defense. I have accused no one of anything. To state that the Legislature made a change is not an accusation against anyone, the Legislature or the Board. You have the burden of proof because you are the one who made an accusation. You have that burden not because of Anglo-American law, but because of God’s law and its surviving efficacy for the christian in its third use.

    That God places the burden of proof upon the accuser is established by Deut 19:15-21. This procedure continues in the New Testament, for example in how we are to entertain accusations againt an elder. 1 Tim 5:19

    If you as Pastor continue to accuse without basis and without following the Biblical procedures, you drive away the sheep. Will you or will you not accept that when you accused me, you took on, biblically, the burden of proof?

  6. @T. R. Halvorson #160

    Generally, T.R., one who irresponsibly makes an assertion without having the factual basis for the assertion and, when asked to prove the assertion either refuses to do so or, unable to do so, refuses to withdraw the assertion… has set forth a falsehood and refuses to retract the falsehood.

    Generally, one who does that is characterized as a liar.

  7. “To administer legacies and trust funds for the uses and purposes for which they are designated or specified.” Articles of Incorporation, MNS, III(3)(d)(2).

    “The Board of Directors as the Trustee and Custodian of Property shall hold and manage all of the District’s real and personal property in accordance with the instructions and resolutions of the District, and shall maintain an inventory of the District’s property.” Bylaws, MNS, 4.5.11(i).

  8. That’s an interesting standard. If you want to stop the conveyance, get to a Minnesota lawyer QUICKLY. Not saying for sure that you can stop it, but there might be an argument that the board acted ultra vires, if there was no authorization from a convention instructing the board to sell the property.

  9. @John Rixe #165

    Possibly, John …

    Although I don’t know how technical it is to show that a chapter of law that was not enacted until 1951 could not have been used to incorporate in 1903.

    Or how technical it is to show that, although the latest chapter enacted in 1989 which says that directors are not trustees might not be the whole story when articles of incorporation and bylaws made under that chapter themselves say they are trustees.

    See, it’s really rather simple. One need not be a lawyer. One must understand only the calendar and English.

  10. @Ken H #166

    board acted ultra vires, if there was no authorization from a convention instructing the board to sell the property.

    Well, no, because there is another section that says they don’t need a vote of the membership.

  11. T. R. Halvorson :@John #91
    “Kurt Fuhr gave a presentation on the fiduciary responsibilities of the Board of Directors.”
    When the District was converted from a 315 religious society to a 317A nonprofit corporation, a startling change of Minnesota law became applicable…

    Fiduciary duty became vastly less than under prior law.

    Indeed, John, after all the smoke and mirrors and diversions, it is rather simple.

    Give proof that the District was converted from a 315 religious society to a 317A corporation (thereby allowing this startling change of Minnesota law to become applicable and the fiduciary duty to become vastly less than under prior law) which, as T.R. has pointed out, had to occur after 1989 since he agrees with my statement that 317A was not around until 1989.

    Give proof for the assertion that the District converted from a 315 religious society to a 317A corporation. That’s all.

  12. @John Rixe #165

    The part about 315, 317, and 317A per se probably is beyond what is edifying to the group generally. Pr Kirchner first said the district formed in 1903 under the 1951 chapter. Of course, that is not possible. He used that impossible claim to support his suggestion that I was criticizing the Board. Then he modified his position to saying it was under the predecessor to the 1951 chapter without saying what that predecessor was. At that point in the exchange, it does get esoteric enough to do the general group little good. But the upshot continues to be that (a) there was a legislative change, and (b) to say that the Legislature made a change is not to accuse the Board of anything.

  13. No, not esoteric at all, T.R. Surely, your intent in stating the following was to edify the group, right? In fact, posts #111 and #115 were quite “edified.”

    T. R. Halvorson :@John #91
    “Kurt Fuhr gave a presentation on the fiduciary responsibilities of the Board of Directors.”
    When the District was converted from a 315 religious society to a 317A nonprofit corporation, a startling change of Minnesota law became applicable…

    Fiduciary duty became vastly less than under prior law.

    Simple request. Give proof for your assertion that the District was converted from a 315 religious society to a 317A corporation. That’s all.

  14. Okay, for all the good this might do, and though it is a diversion from your accusation that I maligned the board by saying that the Legislature made a change:

    In 1903 when the district was formed, neither chapter 317 nor 317A existed. The laws in force were the statutes of 1894. See https://www.revisor.mn.gov/statutes/?view=archive, which shows that the next version was in 1905, which was after incoporation in 1903.

    In the 1894 statutes, corporations were found in Chapter 34. That chapter had 8 titles as follows:

    1. Corporations Empowered to Take Private Property.for Public Uses
    2. Corporations for Pecuniary Profit Other than Those Named in Title 1
    3. Corporations Other than Those for Pecuniary Profit
    4. Religious Corporations
    5. Cemetery Associations and Private Cemeteries
    6. Insurance Companies
    7. Plank Roads and Turnpikes—Bridge Companies
    8. General Provisions

    The two titles that could apply to churches, synods, or districts of synods are 3(1) or 4.

    It could not be any other part of title 3 than (1) because all those parts are exhausted upon Orphan Asylums, Societies for Securing Homes for Children, Camp-Meeting Associations, etc., State Agricultural Society, County Agricultural Societies, Chambers of Commerce and Boards of Trade, Independent Order of Odd Fellows, Ancient Order of United Workmen, Masonic Bodies, Grand Army Posts, Knights of Pythias, Ancient Order of Hibernians, Scandinavian Aid and Fellowship.Society, and Minnesota Society for the Prevention of Cruelty.

    So if one is to say that 34(3)(1) applied, one would have to face Section 2922 of that part, which provided:

    § 2922. Power to hold and dispose of property.

    Any corporation formed under the provisions of this title, in addition to other Powers granted by law, is authorized to acquire by purchase, gift, grant or devise, and to hold, use and convey, any real estate [or] personal property whatever, and may lease or mortgage the same, or use the same in any other manner considered by such corporation most conducive to the interests and prosperity of such corporation, to the same extent as natural persons: provided, that such.corporation shall not have power to divert any gift, grant or bequest from the specific purpose designated by the donor, without the consent of such donor.

    As of 1903 when the district was formed, Section 2922 was the predecessor to the corresponding topic in Chapter 317A. There is a startling difference between the two. Your claim that the district was formed under the predecessor to Chapter 317 does not float your assertion that no change occurred. It sinks it.

    One might try to evade that sinking by saying instead that the district was formed under Title 4, Religious Corporations. But, that plops one straight into Section 3038, which involves a change even more startling. That section is long. It requires notices, postings in public places, certified copies, and so on. Anyone can read it at https://www.revisor.mn.gov/statutes/?id=34&year=1894. It begins on page 143 of the PDF document there.

    There was a change. The Legislature made it. To say that the Legislature made a change does not impugn the Board of Directors. I said there was a change. There was a change. I did not impugn anyone.

    I ask for your apology for accusing me of maligning the board when I did no such thing.

  15. We are allies in the chapel conflict. Both of you have made legitimate points that, given time and fair discussion can be harmonized. Given the time constraints of the chapel situation, let’s delay that discussion so that these scarce days can be devoted incisively to victory in the chapel. A three cord rope is not quickly broken, if it is braided as a rope, and not just three cords. (just kidding).

  16. @John Rixe #173

    Well said. As I have noted elsewhere, lots of smoke and heat here, but little light, and frankly what seems like tilting at windmills. There are undoubtedly pragmatic courses of action available, probably at some cost, and prodeeding quickly (“don’t sit on your rights”)carefully, deliberately, single-mindedly, and fraternally is the order of the day. Heated confrontations, innuendos, and threats are not part of our arsenal. If we believe we are waging spiritual warfare, then we begin by wielding spiritual weapons, but not eschewing Left-hand Kingdom means.

    Johannes

  17. Thank you, T.R. What your research shows us is that your statement:

    “When the District was converted from a 315 religious society to a 317A nonprofit corporation, a startling change of Minnesota law became applicable…

    Fiduciary duty became vastly less than under prior law.”

    is a false statement. As shown, the District has been a non-profit corporation since at least 1903, not a religious society under 315.

    Furthermore, it simply is false that fiduciary duty became vastly less at any point. To wit, Minn. Stat. 317A.251 states in pertinent part:

    “Subdivision 1.Standard; liability.

    A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation.”

    Moreover, we’ve already been through the different meanings for the term “trustee.” That the BOD are not trustees under 317A.251, subd. 4 is irrelevant to the MNS situation in this discussion.

    Now, I’ve been told to move this along, and I shall do so. It’s gotten bogged down in quibbling about chapter numbers, etc. Bottom line- that the Minnesota legislature might have made some change in a law years ago that seems to not apply to the MNS is irrelevant. So, why did you bring it up? John wrote in post #94:

    “I think that what T.R. is saying is that the purpose of the presentation on fiduciary duties was actually to let the board know that they would not be held to the higher standard of protecting the donors’ interests.”

    Your response at #96:

    “You are correct. ” That is the implied ulterior motive that I suggested that you made.

    And then amazingly you point out that your assertions are nothing more than speculation on your part: “Of course I don’t know for sure what the purpose of the presentation was.”

    You simply throw out these assertions, T.R., without foundation or proof. That is irresponsible, for folks are going to think you know what you are talking about, run with your asertions, and come to conclusions such as at post #115:

    “Maybe, but based on TR’s legal info it sounds to me more like it gives [the BOD] ‘cover’ not to honor the original commitments based on which the money was donated. Or at least they think that it does.

    It’s funny, when I read the minutes I assumed that the fiduciary presentation was to acquaint them with the responsibility to balance the books and make hard choices, if necessary, to do so. But TR’s explanation is far more convincingly plausible.”

    Even if you did not know that your assertion would be taken that way, that the BOD thinks they have “cover” not to honor commitments, you let such a view stand and said nothing to dissuade him or others that you were not implying something ulterior by the BOD.

    Now, I’m done with your irresponsible assertions and red herrings such as that the laws of 1894 and the present 317A.251, subd. 4 show some “startling change” and that “Fiduciary duty became vastly less…” They do not, and it has not in the MNS/ULC situation.

    We both agree that what is being done to ULC is wrong. John Rixe at #173 is correct. But let us render support to ULC rightly.

    I’ve got work to do. Good day.

  18. @Rev. Don Kirchner #176

    Under either view of the statutory history, the law reduced the regard directors must give to donor intent. If the presentation at the board meeting informed the directors of the law, there was nothing nefarious in that. While we might not agree on the first of those two sentences, hopefully we do agree on the second. And I will accept your point that it would have been better for me to have contradicted inferences other participants took. I missed parts of the way the fabric was weaving together while the weaving was going on. But I see what you mean now.

    But I still don’t think that lobbing criminal law grenades at Mattew Mills or intimating that I am a liar simply because you and I take two different views of the statutory history is the pastoral thing to do, nor the right way to support ULC.

  19. @Rev. Don Kirchner #176
    I’m disturbed that you used my interpretation of TR’s interpretation of the ‘fiduciary presentation’ as evidence against TR. I am responsible for my own assertions, and have said more than once, in various threads, that we don’t know the content of that presentation. TR posed a possibility that I had not considered, and a plausible one under the circumstances. But I have not assumed it to be correct, and I don’t believe that he has done so, either.

    TR and I and others want to figure this out and take supportive and appropriate action. In order to do that, we have to consider all of the possibilities. That’s just the nature of brainstorming.

  20. Following the decision of the MNS BOD to sell the property that serves as the home of University Lutheran Chapel, Minneapolis, as of October 3, 2011, ULC has received $39,176 in response to the appeal to help save ULC.

    We greatly appreciate the generosity of those who have given, and we pray that others will also give to this worthy cause. THE NEED IS SO VERY GREAT. Assuming the sale of the property closes without being reversed by the MNS BOD, ULC will need to find a short-term home very quickly and then will need to find a new permanent home to ensure the continuation and future of this congregation.

    $39,176 will not enable ULC to do very much. We desperately need the help of all who value what ULC is and stands for.

    It is easy to give – got to: http://www.saveulc.org/ and click on the Donate Now Luther Rose button, or send your checks to

    University Lutheran Chapel
    1101 University Avenue SE
    Minneapolis, MN 55414

    Please write “Save ULC” on the memo line of your check.

    We thank you all for your continued support of ULC, through pray and keeping this dire situation in full view.

    Lord have mercy.

    Oliver Young
    Elder
    ULC, Minneapolis, MN

  21. Walking in to ULC, Minneapolis this morning, I noted a small florescent pink triangle painted at a central point on the surface of the parking lot. After bible, study Pr. Kind confirmed my suspicion – the ULC property was surveyed this past week – the pink triangle was the marker from which the property surveyor took his measurements.

    These measurements are for the benefit of Doran Construction, as they determine the specifics of their plans for the ULC site.

    This marker is an all too real and poignant reminder to all members and visitors to ULC that the MNS BOD has chosen to sell this gem of a campus mission property for their own warped and twisted reasons.

    If the reality of this marker does not move you to action to help save ULC, I do not know what else will before it is too late.

    You can support ULC on line or by mail – details are available at http://saveulc.org/

    Please keep us in your prayers. Have mercy, O Lord!

  22. Because of the flooding this year, unprecedented since homesteading, I don’t know when I’ll finish spiking the stubble. Once done, I plan to attend Divine Service at ULC before the wrecking ball swings. Then will visit Kelly Doran’s church.

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