LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 23, 2013, Page 32

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Synod conventions, elected and appointed, the Commission on Handbook proposes the following bylaw
amendment for adoption by the 2013 convention.
PRESENT/PROPOSED WORDING
Other Advisory Representatives
3.1.4

Elected officers Officers of the Synod, including district presidents, and representatives of the
Synod’s boards, commissions, educational institutions, mission areas, chaplains, and district
boards of directors shall also serve as advisory representatives to the conventions of the Synod.
Commission on Handbook

83. Overture to the 2013 LCMS Convention (Bylaws re Synodwide Corporations) – Omnibus V
Overture to the 2013 LCMS Convention
To Address Handbook Issues re Synodwide Corporate Entities
Background
During the triennium, concerns related to bylaws governing synodwide corporate entities were
brought to the attention of the Commission on Handbook. This overture identifies those concerns and
advocates bylaw amendment solutions proposed by the commission for adoption by the 2013 convention
of The Lutheran Church—Missouri Synod.
(A) Synodwide Corporate Entity Governing Documents
(Bylaw 3.6.1.7)
Rationale
Current Bylaw 3.6.1.7 as currently worded requires synodwide corporate entities to provide specific
provisions in each of their governing documents, a requirement which, taken literally, would be
burdensome to these corporations, given the fact that “each governing instrument” can refer to many
documents including policy manuals. The Commission on Handbook proposes the following amendments
to clarify the expectation of the bylaw.
PRESENT/PROPOSED WORDING
3.6.1.7 Each synodwide corporate entity shall provide the following in its governing instruments:
(a) Each governing instrument shall include the a provision that every member of the
governing board shall be a member of a congregation that is a member of the Synod.;
(b) Each governing instrument shall include the a provision that it is a component part of
the Synod, is subject to the Constitution, Bylaws, and resolutions of the Synod, and its
governing instruments are subordinate to the Constitution and Bylaws of the Synod.;
(c) Each governing instrument shall include the a provision that any amendment to a
provision of its governing instruments which relate to its objects and purposes, the
designating of its members, or the procedure for amending its governing instruments
Page 102 – 02.23.13 – COH Minutes