LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 11–13, 2012, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Crowne Plaza Airport Hotel, St. Louis
May 11–13, 2012
124. Call to Order, Opening Devotion
Chairman Wilbert Sohns called the meeting to order and called on Philip Esala, chaplain for the meeting,
to provide the opening devotion. All members of the commission were present for the meeting.
125. Southern District/Southern District Church Extension Fund (11-2605 [A,B,C])
In its November 11–13, 2011 minutes, the Commission on Constitutional Matters addressed the proposed
Bylaws for the Southern District Church Extension Fund (hereafter “SD-CEF”) submitted by the LCMS
Southern District. The commission received in response a communication from the SD-CEF indicating
that it was unaware of the LCMS Southern District submission and that, as a separately incorporated
entity, it was in the process of preparing its own documents for the commission’s review. Because of the
apparent miscommunications and/or conflict between the LCMS Southern District and the SD-CEF, the
commission notified appropriate parties and requested input regarding both sets of submissions, pursuant
to Synod Bylaw 3.9.2.2 (b).
The commission has received four sets of bylaws: (1) the original set of Bylaws from the LCMS Southern
District proposed to be submitted to its upcoming convention; (2) a set of Bylaws submitted by the district
certified May 14, 2004, by the secretary of the SD-CEF; (3) a set of bylaws from the SD-CEF identified
as proposed to be adopted by its board; and (4) a second set represented by the SD-CEF as being the
“original” bylaws which have been used since incorporation. Although undated and formatted differently,
this fourth set matches the set presented by the LCMS Southern District as certified May 14, 2004.
While the commission in this opinion will discuss generally the various documents submitted, it will not
give final approval to any proposed bylaw changes, including those under which the SD-CEF apparently
has actually been operating, until it is able to clarify the situation. A review of each of the versions,
however, provides a number of consistent results which should provide the framework to resolve the
issues in conflict.
First, all of the various versions indicate that the Nominations Committee of the SD-CEF may be the
Nominations Committee of the LCMS Southern District, and the Elections Committee of the SD-CEF
may be the Elections Committee of the LCMS Southern District. However, none of the versions provide
an alternative mechanism if the committees of the LCMS Southern District are not used. As such, the
commission finds that under any of the submitted sets of bylaws, the Nominations Committee of the
LCMS Southern District and the Elections Committee of the LCMS Southern District are in fact the
Nominations Committee and Elections Committee of the SD-CEF unless and until an alternate bylaw
mechanism has been submitted and approved by the Commission on Constitutional Matters and adopted
by the SD-CEF.
Secondly, each set of bylaws identifies that the members of the board of directors of the SD-CEF are to be
elected by the accredited delegates to the convention of the LCMS Southern District. No version contains
any mechanism for a delegate convention other than that of the district itself. As such, the election of
members of the board of directors of the SD-CEF will take place at the LCMS Southern District