LCMS Convention Workbook St. Louis, Missouri — 2023, Page 185

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OFFICER, BOARD, AND COMMISSION REPORTS
ensure that the vote is and can be exercised only by those properly
designated by their congregations-or-parishes to represent them
at the forum (Bylaws 3.1.2.1 [c]; 5.3.2), and that all eligible participants have a reasonable and reasonably uniform opportunity for
full and fair participation. Careful attention would need to be paid
to advance submission and subsequent effective dissemination of
names and biographical information on nominees (Bylaws 3.1.2.1
[e] and 5.2.2 [b, d]) to all those attending the meeting as voting and
advisory members of the forum.
In a similar case, the commissioned ministers and those ordained
ministers ineligible to serve as voting pastoral delegates may meet
by electronic means, under Synod Board of Directors policies (specifically, Policy 5.7.8 in the manual available at lcms.org/bod), to
elect their proportional representation to the Synod convention
(Bylaws 3.1.3–3.1.3.1). Concerns similar to those expressed with
regard to circuit forums would pertain, and those responsible need
to consider the full and fair participation of all eligible participants.
Question 2:

In the event that district conventions are prevented
from meeting physically by COVID-19 restrictions
or similar circumstances, what options are available
to the districts, under the Constitution and Bylaws
of the Synod, for proper conduct of the business ordinarily conducted through these means?

The Constitution and Bylaws of the Synod provide specific provisions for the conduct of district conventions (Const. Art. XII 10,
13–15; Bylaws 1.3.3, 1.4.1–2; Bylaw sections, 4.2 and 4.7; and,
by analogy, Bylaw section 3.1, insofar as it is applicable, and Bylaw section 3.12, in the sense indicated in Bylaw 4.7.1). Like the
convention of the Synod, the conventions of the districts are not
simply vehicles for accomplishing certain “essential” pieces of
business, such as elections and resolutions, couched with extensive
“inessential” trappings. Rather, they “shall [emphasis added] afford
opportunities for worship, nurture, inspiration, fellowship, and the
communication of vital information. They are the principal legislative assemblies, which amend the district’s Articles of Incorporation and Bylaws, consider and take action on reports and overtures,
and handle appropriate appeals” (Bylaw 4.2.1). Conventions are
thus regulated by the Bylaws of the Synod (Bylaw 4.2.1 [a]) and
those of the districts, bylaws which may be amended substantially
only by or with the specific and express authorization of such conventions (Bylaw chapter 7; Bylaw 4.2.1; Const. Art. XIV).
The Bylaws of the Synod, which govern the districts, do not provide for virtual or electronic conventions, or for doing the business
assigned to a convention by means other than meeting; explicit allowance has been made for those meetings which can be conducted
electronically (see above), but conventions are not among them.
Robert’s Rules, on which the conduct of our conventions, as deliberative assemblies, depends (Bylaw 3.1.9 [i][3]), permits the
business of an organization “to be carried out only at a regular or
properly called meeting—… a single official gathering in one room
or area—of the assembly of its members at which a quorum is present” (Robert’s Rules of Order, Newly Revised [11th ed.], 97:11–14)
unless the bylaws of the organization explicitly authorize electronic
meeting. The sense behind this rule is the preservation of the fundamental character of a deliberative assembly (Robert’s, 1–5).
Our Bylaws do not so authorize. Moreover, our conventions are
churchly deliberative assemblies. Their proper function, in pursuit
of the aims described above (“worship, nurture, inspiration, fellowship, and the communication of vital information,” and only then

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“tak[ing] action”), depends essentially on the voting and advisory
delegates being able to interact fully and personally in a manner
hardly reproducible by electronic means. The expectation is that
the functions assigned to the convention would be taken in a context allowing full and free debate, fellowship, and personal interaction, and not by some impersonal means. Const. Art. VIII A 2 and
XII 14 speak of a “constitutional convocation” and “presence” of
at least a quorum of representatives. As a practical matter, the size
of even the smallest of our district conventions does not seem at
all likely to admit the possibility—even if the Bylaws were so to
authorize, which they do not—of an electronic or virtual meeting
that retains the character of a physically gathered, churchly, deliberative assembly.
The commission is aware of the possibility that certain jurisdictions, in state not-for-profit corporate law, may provide mechanisms for electronic meeting of members, or for the doing of business ordinarily conducted in a members’ meeting by means other
than assembly. Such laws are permissive but not prescriptive; that
is, where the Constitution and Bylaws of the Synod have assigned
certain functions to be performed exclusively within the context
of a gathered convention, such laws, where they might exist, do
not require or permit those functions to be exercised otherwise.
The Constitution of the Synod is the fundamental agreement of
the congregations as to the maintenance of their synodical union,
and is also the Constitution of the several districts, as the Synod
Bylaws are their primary bylaws (Bylaw 4.1.1.2). The Synod and
its districts acknowledge civil authority but intend “to retain all authority and autonomy allowed a church” (Bylaw 1.2.1 [f][2]). The
considerations involved in the agreed-upon patterns by which the
Synod and its districts conduct their churchly work are not vacated
by the availability of civil-law alternatives.
The conventions of the Synod and of its districts are churchly,
deliberative assemblies, with a specific character described in the
Constitution and Bylaws, for which the character of a virtual meeting or of business done without a meeting—potentially relevant
civil law options notwithstanding—is not a substitute.
Question 3:

Are there limitations on rescheduling a district convention to accommodate a physical meeting at another time?

As to the timing of a district convention, Const. Art. XII 13 requires
that it be held in “the year immediately preceding the general convention of the Synod” and states that “only the Synod has the right
to make an exception to this rule.” This is commonly understood
to be the calendar year, in this instance, 2021. Districts have from
Jan. 1, 2021, to Dec. 31, 2021, to conduct their regular conventions. While, practically speaking, there are matters of adequate
notice and venue that may limit attempts to reschedule a district
convention, should a planned meeting become infeasible, a district
convention could—if there is a possibility of fairly attempting to
accommodate all stipulated participants, voting and advisory, at
another time—be rescheduled within the district convention year
of the triennium. The program and accommodations for the meeting may be varied as compelled by circumstance, so long as the
essential nature of the convention (above) and of a churchly, deliberative assembly is preserved. Districts need to make a good faith
attempt to have a convention, making every reasonable attempt or
attempt(s) within the dictates of fairness and good stewardship of
the district’s resources.
Should a district be unable to convene or achieve the required
quorum at any point during the district convention year, it would
2023 Convention Workbook