# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_December 3 4 2021_S3
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

to the circuit forum at which the circuit visitor election is held. The delegates will then
serve until prior to the next circuit forum where a circuit visitor will be elected.
There is no requirement in the bylaws of the Synod that the congregation send the same individuals
to each meeting, and this cannot be imposed upon the congregations by the district. The district
may suggest that congregations conduct their business in this way but may not dictate it as here
proposed.
* Incidentally, it seems that the words “voting to” are here superfluous and should be removed.
With the above alterations made, the proposal is approved for presentation to the convention. The district
and its secretary are thanked for their facilitating this review and reminded to submit, for the commission’s
files, a clean copy of the district’s bylaws as finally adopted by the convention.
103. North Dakota District Bylaw Proposal, Revised and Resubmitted (20-2948A)
By an email of November 29, the North Dakota (ND) District Secretary forwarded a revised draft of the
district’s bylaw change proposal, reflecting further modifications. The commission notes that the citation
of Const. XII 7–9 belongs in ND Bylaw 2.2.1, not ND Bylaw 2.1.2. Otherwise, the commission finds the
proposal to be consistent with the Constitution and Bylaws of the Synod and approves it for presentation to
the convention. The district is thanked for its attention to its governing documents and to this review process
and is remined to submit for the congregation’s files a clean copy of the bylaws as adopted.
104. Northwest District Bylaw Proposal Resubmission (20-2954B, 20-2954C)
The Northwest (NOW) District Secretary forwarded a September 13 memorandum responding in part to
the review of Op. 20-2954 (this response docketed as Ag. 20-2954B), specifically relating to the
commission’s concerns with NOW Bylaws 2.4.2–3, 4.2.2–3, 5.3.1, and 5.7.1–3 and the district’s “Carver
Model of Policy-Based Governance” [sic]. The correspondence notes that “Policy-Based Governance” has
as one of its primary characteristics “clarity” and that in the district’s governance policies “the roles,
responsibilities, expectations, and limitations of [district officers and board] are clearly defined.”
The commission reiterates its concern that the Constitution and Bylaws of the Synod delineate specific roles
for the board and president of a district that do not fit neatly into a Policy Governance framework, at least
as it might be applied to a typical corporation, or even a typical non-profit corporation. The commission
reiterates further its concern that the use of Policy Governance language and styles in the bylaws and
policies of a district can lead, relative to these specific roles, to significant unclarity. Admitting the
possibility that relevant policies may clarify how the district applies the governance principles evidenced
in its bylaws and noting the commission’s responsibility to review also policy manuals of Synod agencies
(Bylaw 3.9.2.2.3), the commission requests the district submit its noted “governance policies” for review.
The commission reiterates its concerns that Bylaws 3.6 and 5.7.5 are in violation, as they stand, with the
Constitution and Bylaws of the Synod and require revision as indicated in the prior review. Bylaw 5.5.2
also continues to require attention as an inadequate recitation of requirements in Synod’s Bylaws.
The district is requested to submit its governance policies, as well as a bylaw proposal that addresses these
inconsistencies with the Constitution and Bylaws of the Synod.
Regarding the other item, Ag. 20-2954C, the Northwest District Secretary also forwarded, on November
10, an additional proposed change to NOW Bylaw 4.1.1, reflective of Synod Bylaw 4.5.1’s provision for
district boards to appoint “additional voting lay members from the district’s congregations to obtain
additional skill sets.” The proposed insertion itself is consistent with Synod Bylaw 4.5.1. The commission
cautions, however, that the rationale presented identifies specifically, as the skill set to be sought, “cultural
competency (ability to understand, communicate, and interact in and with a culture or ethnic group as a
peer) is a skill set that is essential to effective evangelism and worship.” The skill sets mentioned in Bylaw
4.5.1 are, however, intended to correspond to the core responsibilities of a board of directors, which, rather
than consisting of “evangelism and worship,” relate to the business, property, and legal matters elaborated
CCM Minutes – December 3–4, 2021 – Page 75