# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_December 3 4 2021_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

3.9.2.2.3 [a] and 4.1.1.2 [b]). This is not evident in the district bylaw and should be addressed in the next
revision.
108. California-Nevada-Hawaii District Bylaw Review (21-2968)
By an email of August 18, the Secretary of the California-Nevada-Hawaii District requested review of the
district’s bylaws as they stand, preparatory to changes to be presented to the upcoming district convention,
the district’s bylaws not having been reviewed in some time. The commission noted that the district’s
articles of incorporation will require revision to meet the relationship and asset disposition requirements of
Synod Bylaw 1.5.3.6 and 2016 Res. 9-02A. With regard to the district’s bylaws, the commission noted the
following items requiring attention:
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Article II: The first sentence needs to be replaced with these, based more directly on Synod Bylaw
4.1.1.2: “The Constitution of the Synod is also the constitution of the California-Nevada-Hawaii
District. The Bylaws of the Synod shall be primarily the bylaws of the district.”
Article III A 2: “Handbook” should read “Constitution and Bylaws.” Additionally, after “and the
statutes of the states in which the District operates,” it would be well to add the language from
Synod Bylaw 1.2.1 (f)(2): “with regard to which the district intends to retain all authority and
autonomy allowed a church under the laws and Constitution of the United States and the states in
which the district operates.”
Article III A 3 a: The board is “vested with general management and supervision of…business and
legal affairs” (Synod Bylaw 4.5.1 [b]). Outcome-based governance cannot be adopted by the
district to such a degree that the more concrete responsibilities of Bylaw section 4.5 and the model
of the Synod Board of Directors are excluded. This emphasis should at least be balanced with that
material.
Article III A 3: These bylaws seem to reflect a “Policy Governance” or “Carver” model that
understands the District President as “chief executive officer” under the board. This is problematic
for a few reasons. LCMS Bylaws expect the Board to provide for handling of business and legal
affairs. The President has ecclesiastical supervisory responsibilities. He may assist the board with
its responsibilities but (1) the board may not impose policy on the president’s sole responsibility
for ecclesiastical supervision and (2) the demands on the district president’s time for administrative
duties as assigned by the board must not impinge on his ability to perform his ecclesiastical
supervisory work. The exclusive delegation of all non-policy authority to the district president (III
A 3 d) does not conform to the constitutional and Synod bylaw relationship of board and president.
The district president serves principally for reasons other than administering the board’s affairs;
likewise, the board needs the flexibility, at least, to delegate otherwise.
Article III A 3 g needs to exclude explicitly the ecclesiastical supervisory duties of the district
president, over which the board does not have supervision (likewise, in Article III A 3 o, where the
board’s acceptance of responsibility is unwisely broad); likewise, Article III A 3 j should be limited
to “any formal concern related to the board’s area of responsibility.” Bylaws provide other
authorities for many fields of formal concern not related to the board’s own area of responsibility
and authority.
Article III B 1: The district president is the “chief executive” (Bylaw 4.4.1) but not “chief executive
officer” of the district.
Article III B 2: The district president may be elected from the roster of the Synod but must be a
member of the district during his tenure (Bylaws 4.3.1, 3).
Article III B 2 c–i and III G d: These subparagraphs continue to reflect a “Policy Governance”
model, whereby a great deal of responsibility that is natively the work of the board is delegated,
apparently wholesale, to the district president. Aside from structural confusion about who is
ultimately responsible, a practical issue arises: Does the district president have the time and space
to do the work that is natively his (i.e., his office of visitation and ecclesiastical supervision, counsel
and care)? Can the district and board better prioritize the use of his “greater gifts” by relieving him

CCM Minutes – December 3–4, 2021 – Page 78