# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 1 2 2016_S4
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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helpful. The current paragraph, which would now be the second paragraph, will better read: “The
board of directors shall elect appoint every three years, following a Synod conventions, a chairman, a
vice chairman, and a secretary-treasurer, all of whom shall be directors, and an president, assistant
secretary, such numbers of vice presidents and assistant officers as shall be determined by the board
of directors, and vice presidents representing each of the nine colleges and universities of The
Lutheran Church—Missouri Synod, who shall ordinarily be the presidents of such institutions, none
of whom shall be elected directors.”
Article V: The new proposed second paragraph should include specific mention of the Commission
on Constitutional Matters. The sentence will better read: “No amendment to these bylaws may
contradict the Constitution, Bylaws, and resolutions of The Lutheran Church—Missouri Synod, and
all amendments shall be subject to approvals by the Synod’s Commission on Constitutional Matters
as required by Synod Bylaw 3.9.2.2.3 (a).

156. Clarification of Opinion 15-2770 – Michigan District Policy Manual (15-2770A)
Via a letter dated February 2, 2016, the Michigan District requested more specific direction from the
commission regarding its Opinion 15-2770, which stated in summary fashion that the district’s policy
manual did not comply with the Synod’s Constitution and Bylaws. The district also stated: “Of course, it
may be reasonable for the commission to assume the burden rests with the board here. We do not expect
the CCM to craft policy language for the district board.”
Mindful of the district’s request, the commission is pleased to provide what assistance it can and offers
the following as examples and guidance for use by the district as it endeavors to rewrite its policy manual.
The Bylaws of The Lutheran Church—Missouri Synod state:
4.1.1

The Synod is not merely an advisory body in relation to a district, but establishes districts in order
more effectively to achieve its objectives and carry on its activities.

4.1.1.1 A district is the Synod itself performing the functions of the Synod. Resolutions of the Synod are
binding upon the districts.
4.1.1.2 The Constitution of the Synod is also the constitution of each district. The Bylaws of the Synod shall
be primarily the bylaws of the district.

Clearly, the Michigan District is established by the Synod in order to achieve the Synod’s objectives and
carry on the Synod’s activities. Therefore, the Synod’s Constitution and Bylaws must guide the Michigan
District in forming its governing documents.
As stated in Opinion 15-2770, “the commission recognized the need to ask the district board to give
further attention to the manual, specifically its delegation of so many of its responsibilities to the district
president. The commission noted that such delegation has resulted in the board no longer meeting the
Synod’s expectations for district boards of directors (Synod Bylaws 4.1.1.1, 4.1.1.2; Constitution Art. XI
E; Bylaw 4.5.1; et al.).”
To be more explicit, the Constitution of the Synod, Article XI E, states:
E. Composition and Duties of the Board of Directors
2.

The Board of Directors is the legal representative of the Synod. It is the custodian of all the property of
the Synod, directly or by its delegation of such authority to an agency of the Synod. It shall exercise
supervision over all the property and business affairs of the Synod [emphasis added] except in those
areas where it has delegated such authority to an agency of the Synod or where the voting members of
the Synod through the adoption of bylaws or by other convention action have assigned specific areas of
responsibility to separate corporate or trust entities, and as to those the Board of Directors shall have
general oversight responsibility as set forth in the Bylaws.

CCM Minutes – April 1–2, 2016 – Page 118