# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_October 30 31 2020_S4 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 56. Oklahoma District Bylaw Revision, Proposed (20-2947) By an email of August 12, 2020, the Secretary of the Oklahoma District forwarded his district’s proposed bylaw revisions for review. The commission offers the following points requiring attention: • • • • Article III 1 b: The Synod’s amendment of its Bylaw 4.2.1 will require the following change: “with residence with membership in a congregation in the designated region.” Article III 4, paragraph dealing with meeting and conducting business by “various electronic means”: The district should consult Bylaw 1.5.3 and policies of the Synod Board of Directors. Electronic meeting is permitted under Synod BOD Policy 5.7.8, under the noted stipulations. Policy 2.4.6, also relevant, requires that actions to be taken by electronic ballot (i.e., not in the context of a meeting) must have the participation of all board members and the vote must be unanimous. While these policies are mentioned in the district bylaw, the commission feels the district should be advised of especially the final requirement noted and perhaps should note it explicitly. Article IV 2: The commission notes that nominations for circuit visitor must be received the day before the meeting (Bylaw 5.2.2 [b]) and suggests that this requirement should be included for clarity. Article VI: The commission notes its prior Op. 17-2863, which clarifies the meaning and application of Bylaw 3.9.2.2.3 (b). It understands the two paragraphs of Article VI, respectively, to refer to the situations contemplated in Bylaw 3.9.2.2.3 (a) and Bylaw 3.9.2.2.3 (b); the former to refer to the ordinary course of business and proposals coming to the convention from the district board of directors and the latter to refer to changes to such proposals or other changes that arise unexpectedly in the course of a convention. So long as this is the district’s understanding, the language is adequate. The commission thanks the district and its secretary submitting this proposal for review. The commission approves the proposal, with the above minor issues suitably addressed as suggested, for presentation to the district convention. The district is asked to forward a clean copy of the bylaws as adopted following the convention, for the commission’s file. 57. Southern District Articles of Incorporation and Bylaws, Proposed Revision (20-2949) By an email of September 4, 2020, the office of the President of the Southern District, on behalf of the district’s secretary, submitted proposed revisions to the articles of incorporation and bylaws of the district. The commission notes the following: Articles of Incorporation: The proposed addition to Article IX provides the relationship language required by Synod Bylaw 1.5.3.6 (a) and 2016 Res. 9-02A, except that the following change is required: “subject to the provisions of the Articles Constitution, Bylaws, and resolutions…”. The dissolution language of Article IX is lacking two features of the language of Synod Bylaw 1.5.3.6 (b), which should be included. The commission recommends a change to the added language as follows: In the event of a dissolution of the corporation, all property and assets to which the assets of the District holds title or over which it has control, subject to its liabilities, shall be transferred forthwith, consistent with applicable state and federal laws, to The Lutheran Church—Missouri Synod or to Synod’s nominee. The commission approves the proposal, with the above changes implemented, for presentation to and adoption by the convention. The district is thanked for attending to this matter and for sending its proposal for review and asked to forward for the commission’s files a clean copy of the articles as adopted and accepted by the State of Louisiana. CCM Minutes – October 30–31, 2020 – Page 42