# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 8 9 2022_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

121. Indiana District Bylaw Proposal (22-2976)
By an email of January 6, the Secretary of the Indiana (IN) District forwarded an additional proposal of his
district for revision of its bylaws. These changes are in addition to other changes already reviewed (Op. 202942A), which are also slated for presentation to the district’s upcoming convention. One change, to IN
Bylaw 8.3.1.2 (c)(8), is intended to take effect upon adoption. The bulk of the new material is intended to
take effect with the close of the district’s 2025 convention, its being the result of district governance project
initiated by a prior convention.
The commission notes the following items, related to the present proposal, as requiring attention:
•

IN Bylaw 8.2.1.3, “General Provisions for the elected B.O.D. and Committees,” read in context of
adjacent bylaws and headings, does not appear to apply to non-elected (appointed) committees
formed by the board of directors, while its provisions appear intended to apply more to the work of
such committees than to the elected committees identified in IN Bylaw 8.2.1.2. The district may
want to reevaluate how these provisions are stated or labeled to ensure their scope as written is as
intended.

•

IN Bylaw 8.2.1.4: The board of directors itself is apparently intended to be “as otherwise indicated”
(cf. IN Bylaw 8.6.3.2) but this may be confusing without at least a reference and/or a clarification
of the heading to exclude the board of directors.

•

IN Bylaws 8.2.3.1–2: The commission notes that, should the district ever close its convention more
than four months prior to September 1, the bylaws as written may present a timing issue.

•

IN Bylaw 8.3.1.2 (c)(8) ctr. 8.4.1–2: “Executive Counselor” is a unique term that seems to be used
only once, “District Executive” being more common.

•

IN Bylaw 9.2.4.2: Cited IN Bylaw 14.2, dealing with bylaw amendments performed by the board
of directors, needs to be renumbered 11.2.

During its review, the commission also identified other issues, not related to the current changes, that should
be addressed by the district at its earliest convenience (other than the second item below, which may require
development and separate approval of specific language, the other changes may be integrable into the
present proposal or with the changes approved in Op. 20-2942A):
•

IN Bylaw 8.3.1.1 (a): The district president is designated the “chief executive” of the district by
Synod Bylaw 4.4.1 and is of course an officer of the district (Const. Art. XII 3) but is not identified
by the Synod as “chief executive officer” of the district, which carries corporate trappings that do
not entirely transfer. The term “chief executive officer” should read “chief executive” instead.

•

Related to the above, IN Bylaws in certain places seem to attribute general management and
supervision of district business affairs to the district president (IN Bylaws 8.3.1.2 [c][1–2], 8.3.6.5
[c], and 8.4.2) when these belong clearly and finally to the board of directors of the district (Bylaw
4.5.1) and may only be delegated in a limited and penultimate sense to an executive, perhaps the
district president. It should at a minimum be made clear in these instances that any such delegation
is “with the board of directors retaining general management and supervision.” The commission
here does not venture suggested language but would need to review language proposed by the
district to resolve this issue.

•

IN Bylaw 8.3.6.5 [l]: Should read “…mandated by the Bylaws of the Synod or District, the Synod
and/or District Convention, and/or …” to account more explicitly for provisions, like that for
stewardship, where bylaws require responsible entities to be established.

•

IN Bylaw 10.4.1: President, Vice-President, and Circuit Visitor positions should be excluded here,
relative to “all positions,” as these are handled otherwise.

CCM Minutes – April 8–9, 2022 – Page 89