LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 26–28, 2010, Page 3

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Synod convention, since the Commission on Structure is proposing the addition of a bylaw
section to govern the removal of board members. If adopted, the new bylaw will need to be
reflected in the governing documents of all agencies of the Synod.
• In Bylaw 1.03 (f) where “or otherwise” is used in connection with vacancies, this implies the
potential for removal under Bylaw 1.03 (e). This section may also need to be addressed consistent
with the previous comment.
• Bylaw 1.25 (c) ought to use the terms “minister of religion—ordained” and “minister of
religion—commissioned” instead of “pastors” and “teachers.”
3. The commission notes the following regarding the Policies:
• On page 4 of 14, second to last policy, it appears that the policy manual has been revised to
reflect bullets instead of numbers, and there is no paragraph 7 to which reference is being made.
The reference probably reflects the next bullet item. This section should be updated.
• On page 8 of 14, reference is made in three places to “1998 Handbook of The Lutheran Church—
Missouri Synod: 3.301 b” and should be updated to read “2007 Handbook of The Lutheran
Church—Missouri Synod: Bylaw 3.6.3.”
149. Review of CHI Articles of Incorporation, Bylaws, and Policy Manual (08-2523)
Upon review of the Articles of Incorporation of Concordia Historical Institute, the commission offers the
following recommendations:
• In Art. III A, add the words “and resolutions” in the first and second sentences after the first and
third occurrences of the word “Bylaws,” as required by LCMS Bylaw 3.6.1.7 (b).
• Also in Art. III A, add the words “or the governing instruments” after the second occurrence of
the word “Bylaws.”
• In Art. III B, to be fully consistent with Synod Bylaw 3.6.2, the sentence should read: “As the
official Department of Archives and History of The Lutheran Church—Missouri Synod.”
• In Art. III B 1, the title of the Synod’s Treasurer is “Vice-President–Finance—Treasurer,” though
this may be changed by the 2010 Synod convention to “Chief Financial Officer.”
• While Art. VI, which states that the Board of Governors “presently consists of eleven governors,”
is contrary to Synod Bylaw 3.6.2.1.1 requiring CHI to have nine members, the earlier statement
that the board must not be constituted in such numbers and manner that is “inconsistent with the
Constitution and Bylaws of the Synod” satisfies this concern. CHI may, however, wish to change
the wording of Art. VI to comply with the Synod’s bylaw expectations.
• Article VI should also include the provision required by Synod Bylaw 3.6.1.7 (a): “Each
governing instrument shall include the provision that every member of the governing board shall
be a member of a congregation that is a member of the Synod.”
Since it will be advantageous for CHI to make the recommended changes to its Articles of Incorporation,
the commission offers these additional suggestions:
• The Institute will do well to note the grammatical suggestions provided on the commission’s
“Frequently Noted Aberrations” sheet in order to provide greater uniformity of spelling and
grammar in the official documents of all Synod agencies.
• References in CHI documents to “independent status,” while understandable, are misleading,
given the fact that CHI is a synodwide corporate entity, subject to the Constitution, Bylaws, and
resolutions of the Synod.
• The commission recommends that the Synod’s Bylaws regarding CHI (3.6.2ff.) and those
offering “General Principles for Synodwide Corporate Entities” (3.6.1ff.) be mirrored in the
Institute’s governing instruments. The commission notes that some of these general principles are
not reflected in CHI’s articles (e.g., chief executive policies under 3.6.1.4).