LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 10–11, 2017, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Hilton Airport Hotel, St. Louis
November 10–11, 2017
91. Call to Order, Opening Devotion
Chairman George Gude called the meeting to order with all members present except for Neely Owen.
Gerhard Bode offered an opening devotion on Friday, based on the faith of the Syrophoenician Woman of
Matthew 15, which clings to the promise of God in the face of all adversity, and noting the joy and hope
that is ours to work with the sure Word of God. On Saturday, he offered a devotion on Ps 119:97–104.
92. Clarification of Bylaw 3.9.2.2.3 (b) (17-2863)
Upon review of district bylaw proposals, the commission felt it necessary to provide clarifying guidance to
upcoming district conventions regarding application of the new Bylaw 3.9.2.2.3 (b). Since its amendment
by 2016 Res. 11-15A, Bylaw 3.9.2.2.3 has read:
The Commission on Constitutional Matters shall examine the articles of incorporation, bylaws, and
policy manuals of every agency of the Synod to ascertain whether they are in harmony with the
Constitution, Bylaws, and resolutions of the Synod.
(a) Agencies intending to make amendments to articles of incorporation or bylaws shall make
such intentions known and receive approval from the commission in advance.
(b) A district in convention may vote to amend its articles or bylaws provided the resolution
is contingent on approval of the Commission on Constitutional Matters. The amended articles
or bylaws become effective immediately upon, and only upon, approval of the Commission on
Constitutional Matters. Should the Commission on Constitutional Matters not approve the
adopted changes, the district Board of Directors may modify the amendments to comply with
the Commission on Constitutional Matters requirements upon their two-thirds vote.
(b)(c) The commission shall maintain a file of the articles of incorporation, bylaws, and policy
manuals of all agencies of the Synod.
Newly added Bylaw 3.9.2.2.3 (b) taken in isolation could be understood to allow a district that intends to
amend its Articles of Incorporation or Bylaws to do so at a convention without seeking prior approval by
the Commission on Constitutional Matters, first submitting these changes to the commission after the
conclusion of its convention. While unanticipated bylaw changes or circumstances arising in the course of
a convention may be handled under Bylaw 3.9.2.2.3 (b), agencies, including districts, intending to amend
their bylaws or articles are reminded that the requirement of pre-approval in Bylaw 3.9.2.2.3 (a) still
applies.
That Bylaw 3.9.2.2.3 (b) was not intended to replace Bylaw 3.9.2.2.3 (a) for districts is illustrated by 2016
Res. 11-15A. The resolution indicates that the purpose of this addition was to make it possible for districts
to make floor amendments to the changes previously approved by the commission, or to vote on a proposal
in the rare instance when specific circumstances made it impossible for the commission to consider the
proposed change prior to its being presented to the district convention.
In any case, bylaw amendment resolutions including non-pre-approved changes adopted under 3.9.2.2.3 (b)
have no force or effect until approved in their final form by the Commission on Constitutional Matters.
District conventions are advised to divide those independent portions of proposals that involve floor
amendments, as much as possible, into separate resolutions. Bylaw changes effected by resolutions that
contain only pre-approved changes and involve no floor amendments can thus be of immediate and certain
effect. Bylaw changes effected by resolutions involving floor amendments must be held in abeyance until
approved by the commission. When dividing pre-approved bylaw proposals into separate resolutions, care

CCM Minutes – November 10–11, 2017 – Page 74