# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_June 13 14 2014_S8
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Bylaws Article II “Board of Directors,” Section D, “Duties of Directors,” paragraph 1: The
commission notes the existence of a policy document and requests opportunity for review (Synod
Bylaw 3.9.2.2.3).
Bylaws Article III “Officers,” Section A “Number and Qualifications,” final sentence: If
“managing employees” are considered to be staff of the corporation, the provision that “they may
but need not be members of the Board of Directors” is called into question by Synod Bylaw
1.5.1.1, which prohibits staff from being members of the board under which they serve or
members of the board of any other agency of the Synod.
The commission noted that there is no mention of a conflict of interest policy in these articles or
bylaws (Synod Bylaw 1.5.2 [a]) and must be added.

44. Review of LCMS National Housing Support Corporation Amended and Restated Bylaws (142716)
Upon review of the document submitted by the LCMS Housing Corporation, the commission noted two
areas of concern and offered the following recommendations:
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Article III, new paragraph “N. Action by Mail Ballot”: This proposal appears to be a
misapplication of section 355.266 of the Missouri Nonprofit Act and should be deleted, since the
action which the Missouri statute allows cannot be applied to the LCMS National Housing Board
of Directors. Section 355.381 does apply, allowing the board to act by mail or electronic ballot so
long as all members participate and consent is unanimous. This latter is already covered by the
following paragraph of the National Housing document, “Action by Consent.”
Article VIII – Conflict of Interest: The commission recommends that this article be reworded to
more closely comply with the mandatory provisions provided by Synod Bylaw 1.5.2.

The commission also offers several other minor suggestions for improvement to the document:
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Article III D 5: For grammatical reasons, replace the words “supporting it with your” with “by
supporting the corporation with.”
Article III J: For grammatical reasons, replace the comma between “Board Chairman” and “Chief
Executive” with the word “or” and add a comma after “Chief Executive of the Corporation.”
Article III J: For clarity, change the words “first meeting of the Member” to “first meeting of the
Member’s board of directors” if that is what is intended.

45. Revision of Bylaw Section 2.17 Standard Operating Procedures Manual (14-2717)
As required by Bylaw 2.17.10.3, in consultation with the Secretary of the Synod and with the concurrence
of the Council of President’s Convention Actions Committee, the commission reviewed and amended its
Bylaw Section 2.17 Standard Operating Procedures Manual, incorporating changes made to Bylaw
section 2.17 by the 2013 Synod convention (final copy to be attached to the protocol copy of these
minutes).
46. District Convention Delegate Representation (14-2718)
In an email dated May 29, 2014, a district president asked for counsel from the commission regarding a
three-congregation arrangement in his district, a “partnership” having been formed to “provide pastoral
ministry for the three congregations” and to “pool resources (people)” to assist one with outreach
activities, vacation Bible school, etc. The partnership agreement states that one congregation calls the
pastor, who in turn provides pastoral care/ministry to the other two congregations, including weekly
CCM Minutes – June 13–14, 2014 – Page 23