LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 5–6, 2017, Page 11

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The commission thanks the CTCR and its Executive Director for sending this policy manual for review.
55. Southern District Articles of Incorporation and Bylaws (17-2826)
The Secretary of the Southern District forwarded his district’s bylaws, together with changes proposed to
be presented to the 2018 district convention, for review under Bylaw 3.9.2.2.3 [a]. The commission notes
no points requiring attention, gives its approval to the proposal, as required in Bylaw 3.9.2.2.3[a], and
thanks the Southern District for submitting its bylaws for review. The commission also requests a clean
copy of the bylaws as amended by the convention, for its files, and notes the new procedure of Bylaw
3.9.2.2.3 [b], which may be of use to the district, should the convention wish to amend the preapproved
proposal at the time of the convention.
56. Chairman’s Presentation to the Board of Directors of the Synod
Chairman Gude is scheduled to present to the Board of Directors at its November meeting as part of its
regular visits with agencies and entities of the Synod. He outlined, and the commission discussed, his
presentation.
57. Res. 9-02A and Bylaw 1.5.3.6 Compliance Requirements (17-2811)
The commission, as it begins its review of Synod agency governing documents “to report on the status of
compliance to the 2019 convention of the Synod,” feels it necessary to note its understanding of Bylaw
1.5.3.6, which reads:
Notwithstanding anything in the Bylaws to the contrary, the Articles of Incorporation or
other governing documents of each agency shall provide… (emphasis added)
While one possible reading of this bylaw is that the inclusion of the language of the bylaw’s subsections
[a] and [b] in any one place in the governing documents of an agency (i.e., articles, bylaws, etc.) would
suffice for “compliance,” the commission determines that this is not the correct reading. The content of
provision [a], for example, which indicates that “all provisions of the Articles of Incorporation and Bylaws
are subject to the provisions of the Constitution, the Bylaws, and the resolutions of the Synod in
convention,” surely belongs in an agency’s foundational governing document, where it will in fact govern
all provisions of the Articles of Incorporation and Bylaws. The commission, therefore, finds this to be the
sense of the phrase other governing documents: those documents, in the absence of articles of incorporation,
which, in fact, govern to the extent appropriate to the language required to be included therein.
Should agency articles exist, inclusion of the required provisions only in the bylaws or other subsidiary
governing documents of an agency might introduce uncertainty as to whether the agency articles or other
most fundamental governing document(s) are, in fact, governed by such language. The commission
therefore determines that the sense here is that if an agency has articles of incorporation, those articles are
to contain the language of Bylaw 1.5.3.6 [a, b]. If, and only if, an agency has no articles in which to include
the stated language (for example, if it was incorporated by a charter or some other means), then the language
of Bylaw 1.5.3.6 [a, b] is to be incorporated at the most fundamental level possible in the agency’s “other
governing documents,” whatever those might be.
The commission finds that, in completing the specific review assigned to it in 2016 Res. 9-02A, it can only
safely indicate that an agency complies with Bylaw 1.5.3.6 when the required language is included, at least,
in the agency’s foundational governing document. An agency having concerns about implementing the
required language in its foundational governing document (articles, charter, etc.) is asked to note the
following:
•

The commission, having consulted with Synod’s counsel, determines it is acceptable to preface the
required language with the phrase, “Except to the extent, if any, that the law requires otherwise…”
Such a qualifier is to be understood, however, in the sense of Bylaw 1.2.1 [f][2]: “The Lutheran
Church—Missouri Synod, in referencing the laws of the State of Missouri in these Bylaws and in
CCM Minutes – May 5–6, 2017 – Page 38