# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 15 2020_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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In ND Bylaw 2.9.9.1, the sentence, “Nominations for candidates for the office of Circuit Visitors
may be submitted by a voting congregation of the circuit or the president, in consultation with the
presidium no later than the day prior to the day of the Circuit Forum.” should instead read exactly
as does Synod Bylaw 5.2.2 (b).
In ND Bylaws 3.1.1–2, the reiteration of Synod Bylaws 2.5.2–3 should reflect the 2019 changes to
the Bylaws of the Synod.
ND Bylaw 6.3.2 (c) should read “…for review and approval in advance…”
ND Bylaw 8.1.1 (e) (proposed) should read: “When necessitated by amendments to the Synod
Constitution or Bylaws or otherwise expressly directed by a resolution of the Synod in convention,
amendments may be made by a two-thirds majority of the district board of directors. Such
amendments shall be drafted by the district Standing Committee on Constitution and Bylaws and
shall be reviewed and approved in advance by the LCMS Commission on Constitutional Matters.”
Additionally, this provision should not be inserted into the sequence of ND Bylaw 8.1.1’s
subparagraphs, which deal with district bylaw amendments adopted by the convention, but should
be numbered as a separate item, perhaps 8.1.2.

With the above modifications, the district’s bylaw proposal is approved for presentation to the convention.
The district and its secretary are thanked for submitting their documents for review and reminded to submit
a clean copy of the district’s bylaws as adopted for the commission’s file.
48. Missouri District Policy Manual (20-2934)
By an e-mail of May 15, 2020, the Secretary of the Missouri District forwarded his district’s policy manual
for review. The commission reviewed the general outline of the manual, which resembles in many respects
the manuals of the North Dakota and Eastern Districts, reviewed in Op. 17-2843 and Op. 17-2807, as well
as that of the Michigan District, reviewed in Op. 15-2770 and Op. 15-2770A. Copies of these related
opinions will be provided to the Missouri District along with the following brief review, along with the
offer of the Secretary of the Synod to consult further with the district regarding these observations:
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The purpose of a policy manual is to elaborate how the responsibilities assigned to the board of
directors by the constituent congregations of the Synod and district, acting in convention, will be
carried out. While Section 1 of the policy manual makes such an approach to the mission of the
district, subsequent prefatory sections might well be revised to continue this approach, reiterating
and developing the responsibilities assigned to the board of directors in the Constitution, Bylaws,
and resolutions of the Synod and of the district. Instead, the policy manual approaches the
responsibility of the board as to the “stewards” of the district (Policies 5 and 30). This is
terminology perhaps suitable to a general not-for-profit but foreign to the Constitution and Bylaws
of the Synod. Properly speaking, the district board of directors is responsible to the congregations
of the Synod and, in particular, of the district, as these have spoken collectively and primarily
through the Constitution, Bylaws, and resolutions of the Synod and of the district, and as they
receive and react to reports of the board’s activities. The commission notes that clarity is
particularly important at this point, as the board “assume[s] such rights as have been expressly
conferred…and in everything pertaining to [its] rights and the performance of its duties [it] is
responsible to the Synod [and district]” (Const. Art. XI A 1).
The difficulty with using a Policy Governance model (Policy 10 and following) in such a committed
manner is that it loses sight of the distinction between the primary responsibilities for the district
president (“president”) vis-à-vis the District Board of Directors (“board”). Here again, Policy
Governance might serve as a rigid model for a general not-for-profit, but not for a district of the
Synod, in which the board does not govern all and the president is not strictly or even chiefly the
board’s executive. The balance and dynamic between the president and the board have both been
clearly delineated in the responsibilities and accountability as set forth in the Synod Bylaws and
Article XII of the Synod Constitution. Although it is certainly appropriate for the board to be

CCM Minutes – September 15, 2020 – Page 33