# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 8 9 2022_S5
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

124. Minnesota South District Articles and Bylaws, Proposed, Resubmitted (20-2959A)
By an email of March 2, the Secretary of the Minnesota South (MNS) District forwarded a revised proposal
for revision of his district’s articles of incorporation and bylaws, submitted in response to the commission’s
prior review in Op. 20-2959A. The commission notes the following:
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MNS Article III 1 a, while it otherwise speaks in terms suggestive of election or appointment of all
officers to terms of fixed length (e.g., “Each officer and director shall hold office as prescribed in
the bylaws and shall serve until their successors are duly elected and have qualified.”), seems to
speak of the Treasurer differently: “The Treasurer of this Corporation shall be elected by the Board
of Directors of this Corporation and such person shall serve for such term and on such conditions
as determined by the Board of Directors.” MNS Bylaw 4.3.5 (b) seems to indicate that he may
serve without fixed term, effectively at the pleasure of the board: “following initial election by the
board of directors, shall serve at the discretion of the board of directors.”
As a constitutional officer of the district (Const. Art. XII 3 e, 5), responsible not only to the board
but to the convention of the district (Const. Art. XII 6; X A 1), the Treasurer needs to be appointed
to a fixed term, during which he can be removed from office only for cause. (Compare Synod
Bylaw 3.4.1.2, dealing with the Synod’s Chief Financial Officer / Treasurer. It is important to note
that the term is not required by Bylaw 4.7.4 to be three years, as an appointed Treasurer fits none
of that bylaw’s stated categories.)
The situation could be corrected by adjusting MNS Article III 1 a as follows: “The Treasurer of
this Corporation shall be elected by the Board of Directors of this Corporation and such person
shall serve for such term and on such conditions as determined by the Board of Directors as
specified in the Bylaws of the District” and MNS Bylaw 4.3.5 (b) to read “following initial election
by the board of directors to a term of x years, shall serve at the discretion of may be reappointed by
the board of directors to additional terms of the same length as many times as the board shall
determine.”

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MNS Bylaw 2.20.5 (proposed): Although not noted in Op. 20-2959, the final phrase would be more
clearly stated in the singular: “plus an advisory lay delegates for each congregation that does not
supply the lay voting delegate.”

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MNS Bylaw 2.20.6 (proposed): Add: “Also included among advisory delegates are the advisory
lay delegates of congregations in multi-congregation parishes not sending voting lay delegates.”

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MNS Bylaw 2.20.7 (proposed): as congregations also contribute advisory (lay) delegates, the title
of this bylaw should read “Duties of Non-Voting Individual Members as Advisory Delegates”

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MNS Bylaw 3.1.2.5: The commission presumes that the language, “The convention expenses of
the delegates shall be paid by the congregations of the circuit,” is meant to indicate how the district
allocates these costs (Bylaw 3.1.9 [f]) in an assessment of congregations. In any case, the
congregations cannot be required, as a condition either of membership or of representation, to pay.
This might be more clearly stated, if consistent with the intention of the district: “The district shall
assess the convention expenses of the delegates to the congregations of the district shall be paid by
the congregations of the circuit on a per-circuit basis.” Total delegate expenses to be borne by the
district include, of course, the expenses of also the district’s advisory delegates.

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MNS Bylaw 4.2.13 (b): It is unclear to the commission what this provision entails or how it is
intended to interact with ordinary procedures of parliamentary law for matters to be referred, by
consent or decision of the body to a committee or to discharge a committee with respect to a matter
so referred.

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MNS Bylaw 4.2.13.1: This bylaw deals with various aspects of overtures (form and deadline for
submission, decision to print) but in a manner than does not clearly relate the various aspects. The
CCM Minutes – April 8–9, 2022 – Page 92