LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 10

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Question 1:

Is it permissible for a District board of directors to approve the dividing of two visitation
circuits into four permanent visitation circuits when the original circuits were specifically
established by the District in convention?

Opinion: Synod Bylaw 4.91 provides that a District board of directors “shall have such powers and duties
as are accorded to it by the Constitution, Bylaws, Articles of Incorporation, resolutions, and policies of
the Synod, as well as those of the District.” There is no bylaw of the Synod that authorizes District boards
of directors to create visitation circuits. Therefore, unless authorized to do so by the Constitution, Bylaws,
Articles of Incorporation, resolutions, and policies of the District, a District board of directors is not
authorized to realign Circuits.
The Northern Illinois District, most recently by its adoption of Resolution 4-02 during its 2003
convention (which gave final authorization to the division of an existing visitation Circuit into two
Circuits), has demonstrated its concurrence with this principle that the District Board of Directors has not
been given the final authority to realign Circuits. Therefore, absent any direct provision in the District’s
Constitution, Bylaws, Articles of Incorporation, resolutions, or policies, the Northern Illinois District
Board of Directors may not approve the dividing of two visitation Circuits into four permanent visitation
Circuits. As the Commission stated in its February 8-9, 1974 opinion Ag. 500, “a District convention
should realign Circuits or at least specifically authorize the [District’s] Board of Directors to take certain
actions in connection with such realignment.”
Question 2:

Is it permissible for a District Board of Directors to approve the dividing of two visitation
Circuits into four new and permanent visitation Circuits if the individual congregations in
these Circuits have not formally approved and requested the same?

Opinion: See the opinion to question #1 above regarding the right of a District board of directors to take
such an action. The Constitution and Bylaws of the Synod are silent concerning the rights of affected
congregations in a Circuit realignment.
Question 3:

Is it permissible for a District Board of Directors to take an official action before that Board
has ever met for the first time?

Opinion: A board of directors cannot conduct business outside of a meeting properly called and
constituted according to the Constitution and Bylaws of the District and Synod. Synod Bylaw 3.69 b
states: “b. Every agency shall organize itself as to officers and subcommittees at its initial meeting after
election or appointment and shall conduct its business in accordance with accepted parliamentary
procedure.”
Question 4:

Is it permissible for a District Board of Directors to take official action when some of the
members of the Board have not, as of yet, been officially installed into their position?

Opinion: A board of directors cannot include in its decision-making any members of the board that have
not been inducted into office until such induction takes place. For this reason, according to Synod Bylaw
3.65 b, the initial meeting of the newly-constituted board “shall ordinarily be held in association with the
induction and shall begin with a combined orientation program conducted under the direction of the
President.” If essential business must be transacted in the interim, the existing board of directors “shall
continue to function until the newly elected and re-elected members [of the board] assume office….The
newly elected members of [the board of directors] shall attend whatever meetings are held in the interim,
without vote, to become acquainted with their new responsibilities and functions” (Bylaw 3.67).

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