LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 30–31, 2020, Page 11

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As to the Bylaws as a whole:
The commission identifies a number of areas requiring attention, which will warrant a bylaw revision by
the district:
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Bylaw 2.3.2: The wording is incompatible with, and must be replaced with, the wording of LCMS
Bylaw 4.1.1.2, no more, no less: that the “Bylaws of the Synod shall be primarily the bylaws of the
district” (previously noted in Op. 18-2882).
Bylaw 2.3.4: The commission notes for the district’s consideration the suggestion of the Secretary’s
memo, dated November 14, regarding the suggested inclusion of a district mechanism
corresponding to that of Synod Bylaw 7.1.2, to allow a district board of directors to adopt updates
to district bylaws necessitated by the Synod’s bylaw amendments.
Bylaw 2.4.2: The board’s ability to “administer the activities of the District” could be construed to
intrude on exclusive responsibilities of the district president. The language here needs to be
modeled on that of Synod Bylaw 4.5.1.
Bylaw 2.4.3: The first sentence needs to refer also to the Synod’s Bylaws as well as to Synod’s
Constitution. The second sentence places “all responsibility for daily management of the district”
upon the district president, whose duties are chiefly as described in the previous sentence. The
board of directors—not the president—is ultimately responsible for the business and property
matters of the district’s operation. Something for the district to consider is whether the delegation
of these management aspects to the district president interferes with or impedes his practical ability
to carry out his primary ecclesiastical charge of evangelical supervision, counsel, and care.
Bylaw section 2.5 needs to be clarified to distinguish the function of visitation circuits and electoral
circuits. This could be done simply by modifying Bylaw 2.5.4 to begin: “Each Electoral Circuit.”
Bylaw 3.1.2: The advisory lay delegates of Const. Art. XII 10 should be mentioned here, perhaps
by reproducing the final sentence from Const. Art. XII 10, “In addition, …”
Bylaw 3.1.4: Regents for Concordia University, Portland, will need to be removed from the list.
Bylaw 3.3.3: The change to Synod Bylaw 4.3.1 requires changes here: “regions in which they reside
hold congregational membership”; “from that are members of congregations within their region”
Bylaw 3.4.5: The reference to Bylaw 3.3.11 should probably be to District Bylaw 3.4.4 instead.
Bylaw 3.6: The commission notes here what appears to be a requirement of congregations stated
in district bylaws; while the congregations may well be expected to pay their assessment, this is a
matter to which Const. Art. VII applies.
Bylaw 4.2.2: The description of the board’s role as “govern[ing] the district” is overly broad. The
board’s sphere of authority is as defined in Synod Bylaw 4.5.1.
Bylaw 4.2.3: This bylaw should be reviewed in the same sense as Bylaw 2.4.3. The district
president’s primary charge is ecclesiastical, not administrative or managerial, not as executive for
the board. The district president’s ecclesiastical role—in which he is responsible not to the board
but to the district convention and President of the Synod—must be distinguished from whatever
assignments the board has delegated to him (and he has presumably accepted), and the latter must
be prevented from crowding out or impinging on the former.
Bylaw 5.3.1: The President is an officer of the district and its chief executive, but the Bylaws of
the Synod do not refer to him as “Chief Executive Officer,” a term associated with corporate models
not entirely compatible with the constitutional structure of a district.
Bylaw 5.5.2: The duties of the district secretary as contained in the Bylaws of the Synod are not
adequately reflected here.
Bylaws 5.7.1–3: See comments on bylaws 2.4.3 and 4.2.3, above. The district board of directors—
not the president—is finally responsible for the business and legal affairs of the district (Synod
Bylaw 4.5.1).
Bylaw 5.7.5: The wording does not adequately reflect Synod Bylaw 1.5.4 (see further below).

CCM Minutes – October 30–31, 2020 – Page 49