LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 18–19, 2016, Page 12

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1.5.7.1

1.5.7.2

Incapacity
Breach of fiduciary responsibilities to the Synod or agency
Neglect or refusal to perform duties of office
No longer satisfying any of the qualifications for directors set forth in the articles of
incorporation or bylaws of the entity as in effect at the beginning of the member’s term
Conviction of a felony
Failure to disclose conflicts of interest to the Synod or agency
Conduct evidencing a scandalous life
Advocacy of false doctrine (Constitution Art. II)
Failure to honor and uphold the doctrinal position of the Synod
Accumulation of three unexcused absences within any term of office
Unless otherwise specified in these Bylaws, the procedure for removal of a member of a
commission, agency board, or the LCMS Board of Directors, except for those persons subject to
Bylaw sections 2.15 and 2.16, shall be as follows:
(a) Action for removal shall require written notice to each member of the relevant
commission, agency board, or LCMS Board of Directors at least 30 days prior to a special
meeting of the commission, agency board, or LCMS Board of Directors called for that
purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod
and to the ecclesiastical supervisor, if applicable.
(b) The special meeting shall be held no later than 60 days after the provision of the written
notice, unless extended by the mutual agreement of the parties.
(c) Removal shall be effected by
(1) recommendation of such to the Synod’s Board of Directors by a vote in favor of
removal by at least three-fourths of all current members (excluding the person whose
membership is in question) of the applicable commission, agency board, or LCMS Board
of Directors; and
(2) by a vote in favor of the recommendation of removal by at least three-fourths of all
current members (excluding the person whose membership is in question) of the Board of
Directors of the Synod.
(d) Removal may be appealed by a member who has been removed from a commission,
agency board, or the LCMS Board of Directors through the use of the Synod’s dispute
resolution process as provided in Bylaw section 1.10.
(e) From the time that written notice is given until the commission, agency board, or the
LCMS Board of Directors takes action with respect to the removal, the member(s) subject to
removal may not vote on matters before the commission, agency board, or LCMS Board of
Directors.
To the extent that the application of this bylaw is limited by applicable law with respect to the
removal of members of a commission, agency board, or the LCMS Board of Directors, the
commission, agency board, or LCMS Board of Directors on which the member serves may
recommend the removal and attempt to cause the appropriate procedures under applicable law,
these Bylaws, and the governing documents of the affected entity to be followed to permit the
removal of such commission, agency board, or LCMS Board of Directors member.

24. Review of Bylaw Section 2.14 Standard Operating Procedures Manual (16-2801)
The commission reviewed a draft of the Standard Operating Procedures Manual for Bylaw Section 2.14
(Expulsion of Congregations or Individuals from Membership in the Synod), as prepared by the Secretary
of the Synod. The draft, as modified during the meeting, is attached to the protocol copy of the minutes.
25. Discussion of Review of Documents Required under 2016 Res 9-02A (16-2800, 16-2802, etc.)
The commission reviewed 2016 Res. 9-02A and BOD Policy 5.8.4 regarding the governing documents of
agencies of Synod, preparing to fulfill its responsibility to review such documents before the 2019 Synod
Convention. Discussion broadened to consider requirements on agency bylaws and on other corporate
policies imposed by the Bylaws of the Synod. The commission determined that it would be helpful to
develop a checklist of items required by various types of agencies, for uniform evaluation of the agencies’
documents. The development of a list of relevant bylaws, resolutions, opinions, etc., was assigned to
Neely Owen, with the assistance of the Secretary of the Synod.
CCM Minutes – November 18–19, 2016 – Page 18