LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 24, 2020, Page 7

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

intent to create such an obstacle, but perhaps rather a default impression of how another such process might
be modeled on existing methods of the time.
Question B:

Does the language of Bylaw 3.12.2.3 (b) preclude implementation of presidential voter
registration by a secure and verifiable electronic means, requiring participation of
congregational officers and their affidavit that the registration is taken as an official
congregational action?

Opinion: The process adopted at the 2010 convention (2010 Bylaw 3.12.2.3) established means by which
the list of eligible voters for the election of the President of the Synod was to be submitted by the secretary
of each district of the Synod. This list was comprised of the voting delegates who had attended their
respective district conventions. When the process was changed by the 2016 convention (2016 Res. 11-03A)
to require instead the direct registration of voters by congregations, the wording used in Bylaw 3.12.2.3 (b)
replicated the wording of Bylaw 4.2.2 (a), which described the certification, by congregational officers, of
their congregation’s designation of voting delegates to a district convention.
Bylaw 3.12.2.3 (b), as so amended, simply states that the congregation shall present to the Secretary of the
Synod “a proper credentials form provided by the Secretary.” It does not specify how this form is to be
distributed. It could be a paper form mailed to each congregation, or it could be an electronically fillable
form accessible on the Synod website.
The bylaw further specifies that this form must be signed by two of the congregation’s officers. This could
be done via an electronic signature (which has come to be commonly understood—as in the case of Missouri
contract law, for example, for fifteen years—not necessarily to require a handwritten mark) before the form
is electronically submitted to the Office of the Secretary. If it were not technically feasible for the two
officers to electronically sign the form, the registration could also be submitted electronically, with a printed
copy of the registration form, bearing the appropriate signatures, sent to the Office of the Secretary prior to
the deadline.
Thus, the wording of Bylaw 3.12.2.3 (b) allows the Secretary of the Synod to use a “secure and verifiable
method” for the registration of the voting delegates of each congregation or parish to vote for the president
of the Synod so long as it involves the collection by some means of the required “signatures” (i.e., verifiable
attestations, by some commonly understood means of physical or electronic signature) of two
congregational officers.
19. Concordia University Wisconsin Bylaw Changes (20-2927)
By a February 4, 2020, e-mail, the Concordia University Wisconsin (CUW) Office of the President
forwarded CUW bylaw revisions having been approved by the CUW Board of Regents for review by the
commission.
The commission first notes, as some time ago was indicated in its reviews of Op. 16-2808 and Op. 18-2894,
that the CUW articles of incorporation contain the asset disposition language but not the relationship
language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A. The commission, as indicated in its Op. 17-2811,
understands that an agency must include the required asset disposition and relationship language in its most
fundamental governing document (i.e., articles of incorporation), and that it is not sufficient to include the
language in a secondary document (i.e., bylaws) if it is not also present in the former. Should this be
impossible for some reason, Bylaw 1.5.3.6 allows an exception to be sought from the Board of Directors of
the Synod. The commission therefore requests submission of proposed changes to the institution’s articles
of incorporation that contain the required language.
The commission notes also some specific concerns with the bylaws as presented:
•

Article III, Board of Regents, Section 3.3: The commission noted two instances of “advisory
member” (also in Article III, Section 3.6). The members of a board of regents are only such as are
named in Bylaw 3.10.6.2. While a board may have advisors beyond the number of its members,
CCM Minutes – April 24, 2020 – Page 13