LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 26–28, 2010, Page 2

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The commission having finished its review of the LCEF Policy Manual, it will address the LCEF Articles
of Incorporation and Bylaws when they are received. The secretary will provide copies of the documents
to the members of the commission.
147. North Dakota District Bylaws (09-2549)
The commission examined proposed Res. 2-12 to the North Dakota District convention and noted that,
instead of simply suggesting that the district president is responsible to no one, it should have noted that
while district Bylaw 2.11 may state that he is not responsible to anyone for his actions relating to fiscal,
legal, and business matters, he is responsible to the district and the convention under Synod Bylaw 4.4.1
and to the President of the Synod under Bylaw 4.4.2 (b).
With respect to the district Bylaws as they currently exist, the commission makes the following
suggestions:
1. In Bylaw 1.02 a where reference is made to pastors, teachers, professors, and candidates, such
reference should be to “ministers of religion—ordained” and “ministers of religion—commissioned.” This occurs in a number of locations throughout the Bylaws.
2. In Bylaw 2.02, circuit counselors need to be recognized as officers of the district, pursuant to Synod
Bylaw 4.3.1.
3. Bylaw 2.39 a needs to reflect Article XII 9 d of the Synod’s Constitution. The district secretary may
sign official papers in addition to the president but not in lieu thereof. District Bylaw 2.11 g should
also be reviewed for consistency. The problem may be resolved by adding such language as “when
required, sign the official papers ….”
4. Bylaw 2.59 should make reference to Synod Bylaw 5.2.2.1.
5. On page 13, the commission cautions against the use of the term “executive director” (of the board
of directors) in view of the confusion that might arise, given the fact that Synod Bylaw 4.4.1 names
the district president as “chief executive” of the district. An alternate descriptive title may be in
order.
6. On page 18 there is another set of bylaws which ought to reflect the terms “ministers of religion—
ordained” and “minister of religion—commissioned” in the title and throughout the Bylaws.
7. Bylaw 5.05 4 ought to reflect implementation of a district-wide strategy for assisting members of
the LCMS, as opposed to members of congregations of the LCMS, to be clear regarding whom it is
intending to assist.
8. The last line of Bylaw 7.03 ought to reflect district programs relating to ministerial growth and
health, and not simply ministerial health.
9. Bylaw 10.02.3 1 ought to reflect duties to review not only revised constitutions but also new
constitutions and should begin: “1. Review new and revised constitutions ….”
10. Bylaw 12.01 1 d ought to reflect that the Bylaws need to be submitted to the Commission on
Constitutional Matters of the Synod (not the district) for review and approval (not clearance) prior
to presentation to the convention (see Synod Bylaws 3.9.2.2.4 and 4.1.1.2 [b]).
148. Governing Documents of Concordia Publishing House (09-2559)
1. The Articles of Incorporation appear to be in order.
2. The commission notes the following changes to the Bylaws will be necessary:
• Bylaw 1.03 (b) should properly use the Synod’s nomenclature of “Vice-President–Finance—
Treasurer” rather than “Chief Financial Officer,” although this may be changed by the 2010
convention to “Chief Financial Officer.”
• Bylaw 1.03 (e) allows for removal of the directors. This issue was addressed in connection with
earlier reviews of other governing documents, such as Opinion 07-2509. Until addressed by the
Synod in convention, these provisions should be deleted but reviewed again following the 2010