# LCMS Convention Workbook_St. Louis Missouri_2019_S93 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) OFFICER, BOARD, AND COMMISSION REPORTS Council of Presidents, in accordance with 2013 Res. 6-16A. The commission also had three conference-call meetings and one web-conference meeting. The responsibilities of the commission are delineated in Bylaws 3.9.2.2–3.9.2.2.3. These responsibilities fall into two main areas. The first area is that the commission is to interpret the Synod’s Constitution, Bylaws, and resolutions. A member of the Synod (congregation, ordained or commissioned minister) or an official board, commission, or agency of the Synod may submit a written request for such an opinion. The second area is that the commission is charged to make sure that the articles of incorporation, bylaws, and policy manuals of all the agencies of the Synod are in harmony with the Constitution, Bylaws, and resolutions of the Synod. To this end, Synod Bylaws require that any agency desiring to change its articles of incorporation or bylaws must receive prior approval from the commission. (Note: Because of their triennial conventions, Bylaw 3.9.2.2.3 [b] provides a process by which district conventions may amend a district bylaw proposal previously submitted and approved by the commission, and have the result take effect upon the commission’s subsequent approval of the amended, adopted proposal.) During the course of the triennium, twenty-nine (29) of the districts made changes to their bylaws after approval by the commission. Experience has demonstrated that some agencies do not submit proposed changes to their bylaws and articles to the commission, as required by Bylaw 3.9.2.2.3 (a). Any changes that are made to the bylaws of any agency of the Synod cannot go into effect unless and until they are approved by the commission. The definition of an agency of the Synod is found in Bylaw 1.2.1 (a): “Agencies include each board, commission, council, seminary, university, college, district, Concordia Plan Serves, and each synodwide corporate entity.” The adoption of Res. 9-02A by the 2016 convention of the Synod added Bylaw 1.5.3.6. This bylaw requires certain relationship and disposition language to be in the basic governing documents (which are normally the articles of incorporation) of all agencies of the Synod. The final resolving clause of that resolution stated: “[t]hat the agencies of the Synod shall comply with the requirements of this bylaw change in time for the CCM to report the status of compliance to the 2019 convention of the Synod.” To assist the districts in conforming to the requirements of Bylaw 1.5.3.6 and in satisfying 2016 Res. 9-02A, the commission revised a previously adopted template for district articles of incorporation, which was published in the minutes of the commission. However, not all agencies of the Synod have responded by submitting their articles of incorporation. A listing of those agencies which the commission determined have satisfied the requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A comes at the conclusion of this report. Up to this point in the triennium, the commission has received 23 requests for opinions. All opinions issued by the commission are included in the published minutes of the commission. These minutes of the commission are available on the commission’s page of the Synod website. In addition, those opinions judged to be of relatively broader interest or significant impact are also printed in this Workbook as an appendix to this report. Following each convention, with concurrence with the Council of Presidents, the commission reviews and approves 93 the Standard Operating Procedures Manuals (SOPM) for the Synod dispute resolution processes and the hearing procedures governing expulsion from the Synod under Article XIII. These reviews and revisions of the SOPM are necessary because virtually every convention makes a change of some sort in these processes. While the bylaws include a dispute resolution process for the seminaries, the 2013 convention of the Synod eliminated the corresponding sections of the Handbook for the schools of the Concordia University System. The 2016 convention of the Synod charged the board of regents of each of the universities to develop and adopt such a process. To assist these various boards of regents, the commission has developed a Model Operating Procedures Manual which is available for the various boards of regents to use as they develop such procedures for each of the universities. Report regarding agency compliance with Bylaw 1.5.3.6 (2016 Res. 9-02A): Districts: Based on material that was submitted this triennium and / or on material already in the files of the Secretary of the Synod, all but eleven of the districts have adopted articles of incorporation which satisfied the requirements of Bylaw 1.5.3.6 by having included the required relationship and dissolution language in their articles. It is assumed by the commission that these changes to the articles of incorporation were filed with the appropriate state. In the event that these were not properly filed with the state, then those districts that have not properly filed their articles would also not be in compliance with Bylaw 1.5.3.6. (Though it attempts to obtain such, the commission does not have a complete record of what has been filed with the states.) Six districts are not in compliance because they have neither the required relationship or dissolution language in their Articles of Incorporation, namely, the Atlantic, English, Rocky Mountain, SELC, South Eastern, and Texas Districts (the last of which has filed a request with the Board of Directors for an exemption under Bylaw 1.5.3.6). Five districts are in partial compliance, having the necessary dissolution language but not the necessary relationship language, namely, the California/Nevada/Hawaii, New England, Nebraska, Northwest, and Southern districts. Universities: Concordia Irvine has proposed changes to include both the required asset-disposition language and the relationship language in its articles. As this report is written, their board of regents has not yet acted on these proposals. None of the other universities of the Concordia University System are in compliance. Concordia St. Paul lacks the relationship language and the asset-disposition language is partial. Concordia Nebraska lacks the relationship language and the asset-disposition language is unclear. Concordia Wisconsin has the assetdisposition language, but the relationship language is unclear. Concordia Chicago lacks both the relationship language and the asset-disposition language. Concordia Portland has the required asset-disposition language, but the relationship language is lacking. Concordia Bronxville lacks both the relationship language and the asset-disposition language. Concordia Texas lacks both the relationship language and the asset-disposition language. Seminaries: Both the St. Louis and Fort Wayne seminaries have language which indicates control by the Synod, but neither has the required asset-disposition language. 2019 Convention Workbook