LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 15, 2020, Page 3

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concerned with setting policies consistent with the Constitution, Bylaws and resolutions of Synod
and to seek assistance from the district president as chief executive (Bylaw 4.4.1) to ensure that
such are properly executed within the district, this cannot alter the fact that the primary
responsibility for the accomplishment of the board’s duties lies with the board, regardless of
whether the district president has agreed to guide and direct implementation of the same. (Bylaw
4.4.1 elaborates the district president’s role as “chief executive” in terms of the execution of
resolutions of the district [i.e., district convention], not in terms of the carrying-out of board
directives or policies, and specifies that he is to report to the district convention [not to the board].)
Moreover, the fact that the district president may have agreed to take on this additional
responsibility in no way changes the fact that his primary responsibilities are as an elected officer
representing the Synod in his district (Bylaw 4.4.2) and for the ecclesial supervision of those within
his district and under his charge. The board may establish procedures for evaluating the president’s
performance of activities for responsibilities outside of those set forth in the Synod’s Constitution
and Bylaws (as it endeavors to do in Policy 22.2.1f., 26.4f.); however, such evaluation may in no
way address, impair, or interfere with the president’s responsibilities under the Synod’s
Constitution and Bylaws, which must take precedence over other activities the board may have
delegated to him. These delegated duties are extensive (Sections III and IV), requiring what seems
to be a great deal of the attention and energy of the district president, potentially impinging on his
primary, ecclesiastical role. Both board and president are constitutionally obligated to prevent this
from happening.
Specifically, Policies 13.2.2, 44.1, and 45.0 fail adequately to express, distinguish, and safeguard
the exclusive and primary role of the district president in carrying out his duty of ecclesiastical
supervision within the district, which goes far beyond simply making theological pronouncements
on behalf of the Synod. Neither the board’s policies nor the executive labor the board expects from
the district president dare impinge upon this primary purpose of his office. In the commission’s
impression, this manual does not adequately safeguard this distinction of roles.

As the commission has noted in the review of the above-noted policy manuals of other districts, the
Constitution and Bylaws of the Synod delineate distinct roles for the boards and presidents of the Synod
and of the several districts. While there certainly may be aspects of the Policy Governance model that may
help a board focus on governance and effectively develop clear policies, delegate authority, and monitor
performance, the model is not directly and strictly applicable to the constitutional design of the Synod and
the districts. Practically speaking, the authority, time, and energy of the district president to carry out his
primary duty of ecclesiastical supervision, counsel, and care of the district’s congregations and workers
must be safeguarded.
The district and its secretary are thanked for providing the district’s policy manual for review.
49. Texas District Bylaw Revision, Proposed (20-2943)
By an e-mail of July 23, 2020, the Texas District Secretary forwarded his board of directors’ proposal for
revision of the Texas District Bylaws, notably addressing the preamble revision requested by the
commission in Op. 18-2876 and 12-1640, which effort the commission notes with appreciation. The
commission notes the following areas calling for further attention:
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A clear statement relating the governing documents of the Synod to those of the district is necessary
and suitable for early inclusion in the district’s bylaws, as well as in its articles of incorporation
(see below). Article V of the remaining “Preamble” contains a limited statement of this connection;
however, the best wording of such a statement may be derived directly from that of Synod Bylaw
4.1.1.1–2: “The Constitution of The Lutheran Church—Missouri Synod is also the Constitution of
the Texas District. The Bylaws of the Synod shall be the primary Bylaws of the Texas District. The
Constitution and Bylaws of the Synod are hereby included by reference, with amendments adopted
by the Synod automatically incorporated herein. Resolutions of the Synod are binding upon the

CCM Minutes – September 15, 2020 – Page 34