# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 6 7 2018_S8
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Section 3.3 (d) and Section 3.4 should indicate that the additional regent is appointed by the LCMS
Praesidium, not by the LCMS President alone.
Section 3.7: The provision regarding ex officio members resigning from the board but not from
office is understood not to apply to those who are ex officio members of the board by virtue of
Synod Bylaws, and may not be of reasonable application to others.
Section 3.8.7 is not consistent with LCMS Board of Directors Policy 2.4.6, which is required to be
followed under LCMS Bylaw 1.5.3.
Section 7.2: “Synod Bylaws” should read “Synod Constitution, Bylaws, or resolutions.”
Section 10.7: It is unclear to the commission how it can authorize the suspension of the university’s
bylaws, except under the provisions of Section 10.8—in which case the Synod’s bylaws would be
controlling and the university’s, of null effect. It seems to the commission that Section 10.7 should
simply be removed.

The commission thanks CUWAA for submitting its bylaws for review, and asks that a clean, adopted copy
be filed with the commission upon its adoption.
150. Texas District Bylaw Proposal, Revised (18-2876A)
By a March 19 e-mail, the Secretary of the Texas District forwarded a response to the commission’s
previous review of the district’s articles and bylaws (Op. 18-2876). The commission notes that the district’s
legal counsel continues to evaluate the feasibility of potential changes to district articles to comport with
2016 Res. 9-02A and LCMS Bylaw 1.5.3.6. The district notes an intention to revisit, in the coming
triennium, the unique structure of its governing documents (including a preamble, as noted in the
commission’s prior reviews, Op. 15-2752 and Op. 12-2640). The commission finds all of its other previous
concerns to have been addressed in the district’s response, approves the bylaw proposal for presentation to
the convention, and awaits further word as to the district’s articles of incorporation (in time to report
compliance to the 2019 convention of the Synod) and concerning its preamble. The district is thanked for
its cooperation with the review process and reminded to submit a clean copy of its governing documents,
as adopted, for the commission’s files.
151. New Jersey District Proposed Articles of Incorporation (18-2884)
By an April 5 e-mail, the President of the New Jersey District forwarded his district’s proposed articles of
incorporation for the commission’s review. The commission, having spent some time on the proposal’s
unique provisions, offers the following response:
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In Article II, the objectives of the district appear to appropriate a previous edition of the statement
of corporate Synod’s objectives from its Articles of Incorporation. While the Constitution of the
Synod is the Constitution of the District, the correspondence is not so natural for the articles, which
are somewhat specific to the different corporate situations of the Synod and the districts. A good
alternative to deriving the district objectives from those of Synod’s Articles of Incorporation would
be to have a look at the very simple version in the commission’s recommended template (Op. 182872). The template simply references Synod’s objectives and acknowledges that the members of
the district are really those members of the Synod falling within the assigned geographical bounds
(or otherwise assigned membership in the district).

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Again in Article II, the provisions about memoranda of understanding and the survivability of donor
designations are extremely detailed for inclusion in the articles, and potentially counter-productive,
even for the district itself. Extreme caution is advised regarding the district’s assuming property of
“at-risk” congregations, as such, as the holding of such properties could expose the district to
significant liabilities—possibly far exceeding the value of the properties. Const. Art. VII 2, stating
clearly that neither the Synod nor the district has “equity in the property of the congregation” also
merits weighty consideration here. Congregations are absolutely free to determine how finally to
CCM Minutes – April 6–7, 2018 – Page 115