LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 11–13, 2011, Page 9

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69. Review of Southern District Articles of Incorporation and Bylaws (11-2595)
With a June 26, 2011 letter, the secretary of the Southern District submitted his district’s Articles of
Incorporation and Bylaws to the commission for final review prior to their submission to the district
convention. Upon review, the commission offered the following recommendations:
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Article of Incorporation VIII: The final sentence regarding the calling of special meetings will
need to be revised, taking into consideration Synod Constitution, Art. XII 15, which requires
“consent of at least a majority of the voting members of the district after having informed them
and the President of the Synod of the purpose of the intended special session.”
Article of Incorporation X: The word “or” after reference to “Articles II and III of this
corporation” should be replaced with “and.”
Bylaw Article II A: Mention should also be made that the Bylaws of the Synod are also the
primary bylaws of the district (Synod Bylaw 4.1.1.2).
Bylaw Article II E: Reference should also be made to the Constitution of the Synod along with
its Bylaws as governing district conventions.
Bylaw Article II G: The referenced district “Handbook of Operations” prompts a request from
the commission that it also be submitted to the commission for review, as required by Synod
Bylaw 3.9.2.2.3.
Bylaw Article III A 1: The word “election” in the second sentence should be replaced with
“assuming office,” since an officer elected from outside the district should not be expected to
already hold membership in the district at the time of his election.
Bylaw Article IV C: In the final sentence, the exception that provides for the decision of doubtful
cases by the district president when only district offices are involved will need to be removed,
since this contradicts Synod Bylaw 1.5.1.2 (b).
Bylaw Article IV E: The title of this paragraph would better serve by more accurately reflecting
its content, i.e., “Removal from Board or Commission Membership.” It must also take into
consideration the new bylaw provisions for removal of individual members from board or
commission membership adopted by the 2010 Synod convention (Synod Bylaw 1.5.7).
Bylaw Article IV G 1: The reference to the president as an ex officio member of all standing
committees of the board includes his right to vote. The commission assumes that this is the
intention of the bylaw but calls this to the district’s attention in case this assumption is not
correct.
Bylaw Article IV G 2: The commission calls attention to Synod Constitution Art. XII 9 d, which
gives the responsibility to sign all official papers and documents of the district to the district
president and not, as provided in this bylaw, to the secretary of the district.
Bylaw Article V C 2: The reference to “each position” of the board would better read “each
remaining position.”
Bylaw Article V C 3: This paragraph must be changed to stipulate the election of “two (2)
laypersons” to the Concordia Selma Board of Regents (Synod Bylaw 3.10.5.2 [1]).
Bylaw Article V D 2: This paragraph should include, along with mention of the Constitution of
the Synod, also the Bylaws of the Synod regarding the duties of the committee.
Bylaw Article V D 3 b: This paragraph will properly reflect the terminology of the Synod’s bylaw
by replacing the word “nominated” with “selected” (Synod Bylaw 5.2.2 [c]).
Bylaw Article VII: Mention must be made in this paragraph to the review and approval of district
bylaw amendments by the Commission on Constitutional Matters prior to the convention.

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