# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_June 16 2020_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

nurture, inspiration, fellowship, and the communication of vital information. They are the principal
legislative assemblies, which amend the district’s Articles of Incorporation and Bylaws, consider and take
action on reports and overtures, and handle appropriate appeals” (Bylaw 4.2.1). Conventions are thus
regulated by the Bylaws of the Synod (Bylaw 4.2.1 [a]) and those of the districts, bylaws which may be
amended substantially only by or with the specific and express authorization of such conventions (Bylaw
chapter 7; Bylaw 4.2.1; Const. Art. XIV).
The Bylaws of the Synod, which govern the districts, do not provide for virtual or electronic conventions,
or for doing the business assigned to a convention by means other than meeting; explicit allowance has
been made for those meetings which can be conducted electronically (see above), but conventions are not
among them.
Robert’s Rules, on which the conduct of our conventions, as deliberative assemblies, depends (Bylaw 3.1.9
[i][3]), permits the business of an organization “to be carried out only at a regular or properly called
meeting—…a single official gathering in one room or area—of the assembly of its members at which a
quorum is present.” (RONR [11th ed.], p. 97, ll. 11–14) unless the bylaws of the organization explicitly
authorize electronic meeting. The sense behind this rule is the preservation of the fundamental character of
a deliberative assembly (idem, pp. 1–5).
Our bylaws do not so authorize. Moreover, our conventions are churchly deliberative assemblies. Their
proper function in pursuit of the aims described above (“worship, nurture, inspiration, fellowship, and the
communication of vital information,” and only then “tak[ing] action”) depends essentially on the voting
and advisory delegates being able to interact fully and personally in a manner hardly reproducible by
electronic means. The expectation is that the functions assigned to the convention would be taken in a
context allowing full and free debate, fellowship, and personal interaction, and not by some impersonal
means. Const. Art. VIII A 2 and XII 14 speak of a “constitutional convocation” and “presence” of at least
a quorum of representatives. As a practical matter, the size of even the smallest of our district conventions
does not seem at all likely to admit the possibility—even if the bylaws were so to authorize, which they do
not—of an electronic or virtual meeting that retains the character of a physically gathered, churchly,
deliberative assembly.
The commission is aware of the possibility that certain jurisdictions, in state not-for-profit corporate law,
may provide mechanisms for electronic meeting of members, or for the doing of business ordinarily
conducted in a members’ meeting by means other than assembly. Such laws are permissive but not
prescriptive; that is, where the Constitution and Bylaws of the Synod have assigned certain functions to be
performed exclusively within the context of a gathered convention, such laws, where they might exist, do
not require or permit those functions to be exercised otherwise. The Constitution of the Synod is the
fundamental agreement of the congregations as to the maintenance of their synodical union, and is also the
Constitution of the several districts, as the Synod Bylaws are their primary bylaws (Bylaw 4.1.1.2). Synod
and its districts acknowledge civil authority but intend “to retain all authority and autonomy allowed a
church” (Bylaw 1.2.1 [f][2]). The considerations involved in the agreed-upon patterns by which the Synod
and its districts conduct their churchly work are not vacated by the availability of civil-law alternatives.
The conventions of the Synod and of its districts are churchly, deliberative assemblies, with a specific
character described in the Constitution and Bylaws, for which the character of a virtual meeting or of
business done without a meeting, potentially relevant civil law options notwithstanding, is not a substitute.
Question 3:

Are there limitations on rescheduling a district convention to accommodate a physical
meeting at another time?

As to the timing of a district convention, Const. Art. XII 13 requires that it be held in “the year immediately
preceding the general convention of the Synod” and states that “only the Synod has the right to make an
exception to this rule.” This is commonly understood to be the calendar year, in this instance, 2021. Districts
have from Jan. 1, 2021 to Dec. 31, 2021 to conduct their regular conventions. While, practically speaking,

CCM Minutes – June 16, 2020 – Page 17