# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_May 11 13 2012_S5
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

not some separate, unspecified convention unless and until an alternative bylaw provision is submitted to
and has been approved by the Commission on Constitutional Matters and adopted by the SD-CEF.
As already reflected in the commission’s response to the bylaws proposed by the district, Bylaw 5.06 B as
proposed by the SD-CEF must reflect that the minutes of meetings of the board of directors of the SDCEF must be available to all members of the Synod.
Proposed Bylaw 5.09 A indicates that the board of directors of the SD-CEF “shall be accountable to the
members of the convention of the Southern District of The Lutheran Church—Missouri Synod and shall
present a complete report of its actions at each district convention.” This properly reflects the relationship
between the SD-CEF and the district and contradicts the suggestion of the cover letter that the SD-CEF is
independent of and not responsible to or controlled by the district. It should also be expressly recognized
in the governing documents of the SD-CEF that it is subject to Synod Bylaw 3.10.6 and the requirements
of Bylaw 3.10.6.1 to “administer the district’s church extension fund in conformity with the policies
established by the Synod’s Board for Church Extension and in accordance with district regulations.”
The conflict of interest provisions and prohibition contained in proposed Bylaw 5.17 should reflect the
requirements of Synod Bylaw 1.5.4.
Proposed Bylaw 5.18 is inadequate in that it implies that the Nominations Committee of the SD-CEF may
be the Nominations Committee of the LCMS Southern District, and that the Elections Committee of the
SD-CEF may be the Elections Committee of the LCMS Southern District, but it provides no alternative
mechanism if the committees of the LCMS Southern District are not used. As such, the commission finds
that, under these bylaws, the Nominations Committee and the Elections Committee of the LCMS
Southern District are in fact the Nominations Committee and the Elections Committee of the SD-CEF
unless and until an alternate mechanism has been submitted and approved by the commission and adopted
by the SD-CEF.
Finally, while proposed Bylaw Article VI properly reflects that amendments to the Bylaws must be
subject to the approvals required by the Bylaws of The Lutheran Church—Missouri Synod (consistent
with Synod Bylaw 3.9.2.2), proposed Bylaw Article VII fails to reflect the same requirement with respect
to amendments to the Articles of Incorporation.
Additional Proposed Governing Documents Submitted by the Southern District CEF
On February 16, 2012, the SD-CEF submitted additional documents, including the SD-CEF “original”
Bylaws and a copy of a transmittal dated July 24, 2003, to the Chief Administrative Officer of the LCMS
at that time, purporting to enclose a copy of those then-proposed Bylaws of the SD-CEF. The documents
were not submitted to the Commission on Constitutional Matters for review and approval, as required.
These Bylaws are asserted to have been in use since 2003, even though they were neither submitted to nor
approved by the commission. The Bylaws, though undated and formatted differently from those
submitted with the February 6, 2012 letter of the LCMS Southern District, are substantively the same.
Thus the comments above that refer to what has been identified as the “2004 Bylaws” would be the same.
Additional Issues Raised by the LCMS Southern District
After a lengthy history of transactions involving the LCMS Southern District and the SD-CEF, the
president of the district has asked: “If the Southern District Church Extension Fund, Inc. is an approved
agency of the Synod and it answers only to the corporation ’members’ in convention every three years,
how is supervision over the agency exercised to insure on a regular basis that it is complying with the
Bylaws of the Synod?”
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