LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 30–31, 2020, Page 7

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“operating document”; the full requirements of related Synod bylaws—which are controlling—
may be forgotten by those following the manual. Here “The president, or his representative, of the
district” does not reflect the full requirements of Synod Bylaw 3.10.6.2 [4], in which the
representative is required to be a standing representative who is a vice-president of the district. This
is but one example. The scope of the document, in general, and its relation to the full detail of
bylaws which control, regardless of the degree of their reflection in this manual, should be reviewed
generally.
Policy on Election of Board of Regents (p. 2): The policy should include (presumably in “B”) the
requirement that the qualifications of board-appointed regents must be reviewed and verified in
advance by the Secretary of the Synod and the President of CUS (or their designees) (Synod Bylaw
3.10.6.2 [8]).
Policy on Duties and Functions under LCMS Governing Documents (pp. 7–8): The list provided is
an incomplete recitation of the board of regents’ duties under Synod Bylaw 3.10.6.4, choosing to
focus principally on the “operation and management” duties of Synod Bylaw 3.10.6.4 (i) but
passing over important duties listed in Synod Bylaw 3.10.6.4 (a–h). This might inadvertently lead
to a myopic view of the board’s area of responsibility. Also in this area, the list of policies required
to be developed should include policies for handling faculty and administration complaints and
appeal of termination (Synod Bylaw 3.10.6.7.5.2).
Policy on Committee Functions (p. 13): As “standing committees” these are subject to the
requirements of Synod Bylaw 1.5.3.4. The details of appointment to the various committees,
although indicated here to be “as set forth in the [various] committee charter[s],” seem generally to
be wanting.
Charter of Executive Committee (Appendix F): The language of “1. Purpose” could more clearly
indicate that the work of the executive committee is of at least two distinct categories, as indicated
in Bylaw 1.5.3.2: emergency actions and delegated activities. (Perhaps the last sentence of this
paragraph should at least include an “also.”) With a great deal of delegation to the executive
committee, the board’s means of retaining supervision may be worth review.
On p. J-1, “with the broad assignment of the LCMS” should read “within…”
In Appendix K, terms “Key Employee” or “Responsible Person” would seem not to extend so far
as the “all staff” of Synod Bylaw 1.5.2, although their definitions do not seem to have been
completed in this draft.

It is noted that advance review and approval of policy manuals is not required; the commission does
appreciate the opportunity to review the above, as well as the significant and thoughtful attention being
given to the revision of governing documents at Concordia, St. Paul.
61. South Dakota District Restated Articles of Incorporation and Bylaws, Proposed (20-2953)
By a letter of September 24, 2020, the president of the South Dakota District forwarded for the
commission’s review amendments to the district’s articles of incorporation and bylaws, as proposed by the
district board of directors. The commission notes the following:
Regarding the South Dakota District Articles of Incorporation:
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Art. of Inc. IV B: The change of “pastor” to “ordained minister of religion” should be reversed and
strengthened. The language of “pastor” here is consistent with that of Const. Art. XII 10 a and
reflects that the pastoral voting delegate must be an installed pastor of the congregation, and not
simply any ordained minister; “voting” may of course be added before both instances of delegate.
Replace “the ordained minister of religion delegate” with “one of its called and installed pastors.”
Art. of Inc. IV C: The inserted sentence requires modification thus: “Each congregation in a multicongregation parish not represented by a that does not supply the voting lay delegate may be
represented by an advisory lay delegate.” Such congregations are surely already represented by a
voting delegate; the delegate is simply drawn from a different congregation of the parish.

CCM Minutes – October 30–31, 2020 – Page 45