LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 24, 2020, Page 9

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selective excerpt from the Bylaws of the Synod, into its necessary context. This underscores the
need for the required relationship language in the university’s articles of incorporation.
Article III, Sections 1–2: The commission noted concerns in its previous review (largely in
connection with the elaboration of these committees in the board policy manual) that “there is a
significant potential in this structure for constructive delegation and commingling of authority
to/with bodies including [perhaps principally] non-board members.” The board should, therefore,
carefully review LCMS Bylaw 3.10.6.5 (added by 2016 Res. 7-02B) in regard to its delegation of
authority to committees of mixed board / non-board membership. LCMS Bylaw 1.5.3.4 is noted,
which allows creation of “standing committees of specialists to provide professional assistance,”
but “proper safeguards must be in place to maintain the proper authority of the board. The creation
of such committees must also be reported to the President and Board of Directors of the Synod.”
(Op. 16-2804A) The board must also take care to retain supervision of assignments to such
committees. These requirements, at minimum, need to be satisfied and acknowledged here.

The commission thanks the university for this submission and looks forward to the opportunity to review
proposed articles and to complete its review of these bylaws in their context. The commission also notes
the significant issues identified with the board’s policy manual in Op. 16-2804A. The board is asked to
submit its present policy manual so that the commission can evaluate progress made in bringing it into
alignment with the requirements of Synod’s Bylaws.
22. Discussion with Council of Presidents (2013 Res. 6-16A)
The commission had planned to meet jointly with the Council of Presidents, but COVID-19 travel
restrictions frustrated this intention. The commission remains committed to continuing the intended
conversation with the council, perhaps on the topic of potential revisions of the Synod’s dispute resolution
and suspension panel mechanisms.
23. Study of Voting Privilege in the LCMS (2019 Res. 9-17)
The Secretary noted that historical research has been conducted and that a first Zoom meeting of the study
group has been delayed by COVID-19-related work and disruption. Drs. Gude and Sias hope soon to
convene the group.
24. COVID-19 and meetings of Synod, Districts, other agencies; congregations
The Secretary informally shared with the commission a number of questions having been raised by agencies
of the Synod and congregations whose schedule of in-person meetings has been disrupted by COVID-19
stay-at-home orders. While noting that agency boards of directors are generally able to meet electronically
under LCMS Bylaw 1.5.3 and LCMS Board of Directors policies, the commission will be considering
guidance for agencies of the Synod, including districts, and congregations, on options to consider in times
of difficulty and options for revision of governing documents to improve continuity of critical decisionmaking in situations that do not accommodate in-person meetings.
25. Adjournment and Upcoming Meetings
The commission previously set July 31–Aug. 1, 2020, as a tentative date for its summer meeting, and
continues to reserve these dates; this meeting, and any others necessitated in the interim, will be conducted
electronically. With its agenda for the present meeting concluded, the commission adjourned.
John W. Sias, Secretary

CCM Minutes – April 24, 2020 – Page 15