# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 3 4 2011_S17
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

With respect to possible solutions, the commission would suggest at least indicating that,
to the extent not otherwise prohibited by state or federal regulations, the processes of
Bylaws1.5.7ff would apply to removal of a member of your board, which would at least
seem to honor Bylaw 1.5.7.2.
The commission would also appreciate further explanation regarding your expressed
concern about ascending liability. After it receives your further response, the commission
will seek further input from the Synod’s legal counsel before determining its final course
of action regarding your proposed changes.
You are reminded that, pursuant to the provisions of Bylaw 3.9.2.2.3 (a), amendments to
Articles of Incorporation and Bylaws of an agency of the Synod, which includes LCEF,
must receive approval from the Commission on Constitutional matters in advance of their
becoming effective.
Because of the issues involved, our Synod’s legal counsel, the chairman of its Board of
Directors and its Chief Administrative Officer are receiving copies of this letter.
Thank you for your attention to the commission’s concerns. God bless you in your
continued service to the church.
57. Review of Southern Illinois District Articles of Incorporation and Bylaws (11-2604)
With an e-mailed letter dated July 27, 2011, the secretary of the Southern Illinois District submitted the
Articles of Incorporation and Bylaws of his district incorporating the changes to the documents approved
by the district’s board of directors. Upon its review, the commission offered the following
recommendations for additional change before submission to the district convention.
Regarding the district’s Articles of Incorporation:
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Article III: The commission recommends redrafting the wording of this “Membership” paragraph
to mirror Article III of the Synod’s Articles of Incorporation.
Article IX: Wording will need to be added requiring review of proposed changes by the Synod’s
Commission on Constitutional Matters prior to submission to the district convention. Wording
should also be added to make clear that any floor amendments adopted at the convention are not
effective until approved by the Synod’s commission following the convention.
Regarding the Purpose Statement immediately following the Articles of Incorporation: It should
be made more clear that this section is not part of the Articles of Incorporation (if such is the
case). This section would better serve as an introductory section to the Bylaws of the district.
Also regarding the Purpose Statement: The delineation of the objectives of the Synod includes
language (statements 4 & 5) not found in the Synod’s objectives (Constitution, Art. III), while not
mentioning other of the Synod’s objectives. While certain objectives may seem to “especially
apply,” all are the objectives of the district.

Regarding the Bylaws of the district:
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Bylaw 1.09, paragraph c, subparagraph 2: In addition to mention of the Holy Scriptures and
Lutheran Confessions, mention should also be made of the requirement of Bylaws 2.2.1 (b) and
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