LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 3-4, 2011, Page 20

Transcription machine transcription, uncorrected

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Under Article III, paragraph H (which addresses the removal of board members) must incorporate
reference to the provisions of Synod Bylaws 1.5.7ff.
Under Article III, paragraphs E and I, the issue of “concurrence” with the President is raised in
connection with the choosing of directors and their replacements. The commission notes the
potential for a stalemate in the future, an issue that has been handled in other areas in a somewhat
different way, requiring consultation but not concurrence. This, however, remains the choice of
the housing corporation.
Under Article IV, paragraph A, the reference to “one or more Vice Chairs of the Board of
Directors” leaves the statement in Article V, paragraph E, unclear when it states that “[t]he Vice
Chair of the Board shall preside….” The corporation will need to clarify whether it wants more
than one vice chair and, if so, have a mechanism to specify which of the multiple vice chairs
would run a meeting in the absence of the Chair.
Under Article IV, paragraph A (also paragraph H), the commission suggests that, given the
description and use of the term “chief executive” in Synod Bylaw 1.2.1 (b), this term be used in
place of “Executive Director.” The fifth sentence of the paragraph would better read: “The Board
of Directors may hire a Chief Executive and may hire or appoint such other officers….”
Under Article IV, the commission has noted that there is no mention of the office of Treasurer
and a description of the duties of that office.
Under Article V, paragraph A, equating the Executive Committee to “a standing committee of the
Board of Directors” conflicts with the definitions for such committees provided in Synod Bylaws
1.5.3.2–1.5.3.5. The first sentence of the paragraph would better read: “There is hereby
established an Executive Committee which shall consist of….”
Under Article XII, paragraph A, Synod Bylaw 3.9.2.2.3 requires that the Commission on
Constitutional Matters approve all amendments to articles of incorporation and bylaws of the
agencies of the Synod. Paragraph A would better read “…approved by the Commission on
Constitutional Matters and by duly adopted resolution of the Board of Directors of the
Member;…”

The commission asked the housing corporation to use a clean copy of its proposed documents to highlight
latest changes made in response to the commission’s concerns and recommendations. It was understood
that, if necessary, these changes would be shown to the Board of Directors for its approval before their
return to the commission for its final approval.
[Note: This portion of the minutes was prepared immediately following the commission meeting and
delivered to the housing corporation. All recommendations for change were incorporated into its Articles
and Bylaws by the corporation. Upon the determination that the changes were not such as would require
submission to the Synod Board of Directors for approval, the housing corporation was informed that it
could now proceed with the use of the documents as amended.]
59. Other Matters
With available time for the meeting having nearly elapsed and the most pressing items having been
addressed during the meeting, the commission reviewed its agenda and noted the following.
Due to the volume of submissions of bylaw documents by districts as district conventions approach, the
commission attended to those from districts whose conventions are early in 2012. District bylaw reviews
to be attended to during the commission’s November 11–13 meeting will include those from the
following districts:
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