# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_August 9 10 2024_S5
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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NW Bylaw 1.01 (d): Bylaw 4.1.1.2 makes all the bylaws of the Synod the primary bylaws of the
Synod, not only those judged “applicable.” The language of Bylaw 4.1.1.2 would be a good
replacement for the second-last sentence of this district bylaw.

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Bylaw 1.01 (g) notes “policy-based governance” (see comment under NW Bylaw 1.05 [a]).

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Bylaw 1.04 (b): The grant of “other powers” to the board of directors may only be within those
consistent with the Constitution and Bylaws of the Synod and of the district. The whole bylaw
should be stated positively rather than negatively, in the sense of Const. Art. XI A 1. The board
should receive rights explicitly conferred, and not be granted plenipotentiary power limited only
by certain provisions.

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Bylaw 1.04 (g): The commission simply notes that, as this “informal action” relates to action
without a meeting, Synod Board of Directors Policy 4.1.3.1 requires a unanimous vote participated
in by all voting members of the board, and allows such a vote to be used only where board members
are not able to meet.

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Bylaw 1.04 (j): See comment under NW Bylaw 1.05 (a).

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Bylaw 1.04 (k): The engagement of counsel being the board’s exclusive prerogative (Bylaw 4.5.1
[b]), it seems inappropriate to require the board to begin with a necessary recommendation by the
district president.

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Bylaw 1.05 (a) purports to hold the district president responsible “for implementation of all board
of directors’ outcome policies and decisions” (see also NW Bylaw 3.12 [c]). This gives the
commission pause. The district is advised to consider the following, quoted from Op. 17-2807, and
revise its governance approach accordingly:
The difficulty with using a Policy Governance model in such a committed manner is that
it loses sight of the distinction between the primary responsibilities for the district president
(“president”) vis-à-vis the District Board of Directors (“board”). The balance and dynamic
between the president and the board have both been clearly delineated in the
responsibilities and accountability as set forth in the Synod Bylaws and Article XII of the
Synod Constitution. Although it is certainly appropriate for the board to be concerned with
setting policies consistent with the Constitution, Bylaws and resolutions of Synod and to
seek assistance from the district president as chief executive (Bylaw 4.4.1) to ensure that
such are properly executed within the district, this cannot alter the fact that the primary
responsibility for the accomplishment of the board’s duties lies with the board, regardless
of whether the district president has agreed to guide and direct implementation of the same.
(Bylaw 4.4.1 elaborates the district president’s role as “chief executive” in terms of the
execution of resolutions of the district [i.e., district convention], not in terms of the carrying
out of board directives or policies, and specifies that he is to report to the district convention
[not to the board].) Moreover, the fact that the district president has agreed to take on this
additional responsibility in no way changes the fact that his primary responsibilities are as
an elected officer representing the Synod in his district (Bylaw 4.4.2) and for the ecclesial
supervision of those within his district and under his charge. The board may establish
procedures for evaluating the president’s performances of activities for responsibilities
outside of those set forth in the Synod’s Constitution and Bylaws; however, such evaluation
may in no way address, impair, or interfere with the president’s responsibilities under the
Synod’s Constitution and Bylaws, which must take precedence over other activities the
board may have delegated to him.

CCM Minutes – August 9–10, 2024 – Page 28