LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — August 10, 2020, Page 4

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The commission notes that District Bylaw section 11.5 should be revised to account for the additional
advisory delegates sent by those congregations of a multi-congregation parish that do not contribute the lay
voting delegate (Const. Art. XII 10 b). This could be remedied easily by adding a sentence at the end of
SELC Bylaw 11.5.1: “A congregation that is part of a parish, other than the congregation supplying the
voting lay delegate, may elect and depute an advisory lay delegate.”
The commission notes at SELC Bylaws 3.1, 4.1, 5.1, and 12.3.1 (a) that references to regional membership
on the basis of membership need to be replaced with references to membership in a congregation of a region
(Synod Bylaws 4.3.1, 3)
In SELC Bylaws 11.5.2 and 11.7, “advisory members” should read “advisory delegates.”
The commission notes, with regard to SELC Bylaw 12.3.5, that the procedure for reduction of successive
ballots by the “15% rule” applies as a rule only (Bylaw 4.7.3) to the election of positions other than president
and vice-president, and that Synod’s Bylaws do not use the 15% rule for president and vice-president
elections (Bylaw 3.12.4.2 [e]). Synod’s procedure for election of the President and First Vice-President
reduces ballots, when a majority has not been achieved, by removing only the candidate receiving the
smallest number of votes.
At Bylaw 13.3, not only prior review, but prior review and approval, are required for proposed bylaw
amendments.
The SELC District and its counsel are thanked for submitting these documents for review. The commission
requests resubmission of the document with the noted clarifications and issues addressed.
Finally, the commission notes that it understood SELC District to be in the process of amending its articles
of incorporation to bring them into alignment with the requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A.
The commission requests a copy of this proposal, anticipating that it would be presented to the district’s
upcoming convention.
43. North Wisconsin District Bylaw Revision (20-2941)
By an e-mail of June 22, 2020, the office of the North Wisconsin District President forwarded for the
commission’s review proposed revisions to the district’s bylaws.
The commission notes, with regard to Bylaw 1.04 (e), that Synod Bylaw 1.5.3 requires quarterly meetings.
The commission notes that it understands Bylaw 1.04 (g), permitting informal action by the board of
directors, to be as defined by Wis. Stat. §181.72: “Informal action by members or directors. Any action
required by the articles of incorporation or bylaws of any corporation or any provision of law to be taken
at a meeting or any action which may be taken at a meeting, may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the members, directors or members of a
committee thereof entitled to vote with respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with
the secretary of state under this chapter.” If that is the sense of “informal action” allowed here—in which
case the definition should be borne carefully in mind by the district—it is consistent with LCMS Bylaw
1.5.3 and attendant LCMS Board of Directors policies.
Bylaw 3.01 (c) needs to be revised to reflect 2019 LCMS Bylaws 4.3.1, 3: “shall live within be a member
of a member congregation of the region he represents.”
Regarding Bylaw 3.01 (d), the commission notes that requiring a vacancy to be filled by appointment of a
candidate receiving a minority of votes in the past election does not reflect the will of the majority of the
convention. The position should be filled by appointment, not by a determination made by less than a
majority of the district convention. Matters determined by a convention are to be determined by a majority
vote (Const. Art. VIII C). See Synod Bylaw 3.3.2.4, in which a vacancy in the office of vice-president is
filled by the president in consultation with elected representatives of the region. (CCM Op. 17-2862)

CCM Minutes – August 10, 2020 – Page 29